Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice by registered or certified mail, return receipt requested, addressed to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), the address for notices set forth in Section 10 or as otherwise directed to its designated representative by the Companywritten notice. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price price for such shares of Common Stock (i) in cash, by certified check or (ii) in shares of Common StockStock held by the Optionee for a period of six months to be valued at the Fair Market Value (as defined in Section 6(b) of the Plan) thereof on the date of such exercise, provided that such (iii) with a combination of the foregoing, or (iv) by other means authorized by the Committee. If the tender of shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender price would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. If the Option is exercised by any person or persons other than the Optionee under Section 6(a), the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. In . (b) The Option may be exercised in accordance with Section 5 and the terms of the Plan with respect to any whole number of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one time, or the remaining shares covered by the Option shall be exercised by any person or persons other if less than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. two hundred (200). (c) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such shares are issued shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to himthe date such stock certificate is issued. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. (d) If at any time the Company is required to withhold tax on ordinary income recognized by the Optionee with respect to the shares received under the Option, the amount required to be withheld shall be provided to the Company by the Optionee. Such amount shall be paid in due course by the Company to the applicable taxing authorities as income taxes withheld.

Method of Exercising Option. (a) Subject to the terms and conditions of this AgreementOption Agreement and such administrative regulations as may be adopted by the Compensation Committee of the Board of Directors of the Company (the “Committee”), the Option may be exercised by written notice to the Chief Executive Officer and Chief Financial Officer of the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), or as otherwise directed by the principal office of the Company. Such notice shall state that the election to exercise the Option is being exercised thereby and the number of shares of Common Stock Option Shares in respect of which it is being exercised. It , and shall be signed by the person or persons so exercising the Option and Option. Such notice shall be accompanied by payment in full of the full exercise price of such Option Price for such Shares, which payment shall be made either (i) in cash, (ii) certified check or bank draft payable to the Company or (iii) by delivery of shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Company with a Fair Market Value equal to the exercise price, or by a combination of (i), (ii) and/or (iii) which together shall equal the exercise price. The certificate or certificates for the Option Price, Shares as to which the value of such shares Option shall have been so exercised shall be their fair market value as registered in the name of the date of exercise. If such tender would result in person so exercising the issuance of fractional shares of Common StockOption, or if the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issueOptionee so elects, in the name of the Optionee or one other person or persons exercising the Optionas joint tenants, and deliver a certificate or certificates representing such shares shall be delivered as soon as practicable after the notice and payment shall have been received. (b) For purposes of this Agreement, “Fair Market Value” of the Common Stock on any given date shall be received. In determined by the event Committee under the Option Plan as follows: (a) if the Common Stock is listed for trading on one or more national securities exchanges, or is traded on the automated quotation system of NASDAQ (the “NASDAQ”), the average of the highest and lowest reported sales prices on the principal such exchange or on NASDAQ on the date in question, or, if such Common Stock shall not have been traded on such principal exchange on such date, the average of the highest and lowest reported sales prices on such principal exchange or on NASDAQ on the first day prior thereto on which such Common Stock was so traded; or (b) if the Common Stock is not listed for trading on a national securities exchange or on NASDAQ, as determined in good faith by the Committee, which determination shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid final and non-assessablebinding on all parties.

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the The Option may be exercised exercised, in whole or in part, by written notice notification to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), accompanied by cash or as otherwise directed by a certified check for the Company. Such notice shall state that the Option is being exercised thereby and aggregate purchase price of the number of shares being purchased, or upon exercise of Common Stock in respect of which it is being exercised. It the Option, the Optionee shall be signed entitled, without the requirement of further approval or other action by the person Committee, to pay for the shares (i) by tendering stock of the Company that has been owned by the Optionee for at least six (6) months with such stock to be valued at the Fair Market Value (as defined below) on the date immediately preceding the date of exercise or persons so exercising (ii) with a combination of cash and stock that has been owned by the Optionee for at least six (6) months as provided above. In addition, upon exercise of the Option, the Optionee may, with the prior approval of the Committee, pay for the shares (a) by tendering stock of the Company already owned by the Optionee but that has not been held by the Optionee for at least six (6) months with such stock to be valued at the Fair Market Value (as defined below) on the date immediately preceding the date of exercise, (b) surrendering a portion of the Option with such surrendered portion to be valued based on the difference between the Fair Market Value (as defined below) of the shares surrendered on the date immediately preceding the date of exercise and the aggregate option purchase price of the shares surrendered ("Surrender Value"), or (c) with a combination of cash, stock of the Company that has not been held by the Optionee for at least six (6) months or surrender of options. The Committee may also permit the Optionee simultaneously to exercise the Option and shall be accompanied by payment in full of sell the Option Price for such shares of Common Stock thereby acquired, pursuant to a brokerage or similar arrangement, approved in cashadvanced by the Committee, and use the proceeds from such sale as payment of the purchase price of the shares being acquired upon exercise of the Option. Notwithstanding any provision hereof, the obligation of the Company to sell and deliver shares under the Option shall be subject to all applicable laws, rules and regulations and to such approvals by certified check any governmental agencies or in national securities exchange as may be required. The Optionee shall not exercise any portion of the Option and the Company will not be obligated to issue any shares under the Option if the exercise thereof or if the issuance of Common Stock, provided that such the shares shall constitute a violation by the Optionee or the Company of any applicable law or regulation. If the shares of Common Stock are have not subject been registered, the Company may require that as a condition to exercise any repurchaseoption, forfeiture, unfulfilled vesting or other similar requirementsthe optionee execute an investment letter. If The Company may require as a condition to the issuance of any shares of Common Stock are tendered as payment upon exercise of the Option Price, that the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issueOptionee remit an amount sufficient, in the name Company's opinion, to satisfy all FICA, federal, state or other withholding tax requirements related to the exercise of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights be entitled, without the requirement of a stockholder further approval or other action by the Committee, to satisfy such obligation in whole or in part (i) by tendering stock of the Company already owned by the Optionee with respect to shares of Common Stock such stock to be acquired by valued at the Fair Market Value (as defined below) on the date immediately preceding the date of exercise of the Option until Option, (ii) by surrendering a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise portion of the Option as provided herein shall be fully paid and non-assessablewith such surrendered Option covering shares having a Surrender Value equal to the amount of such requirement, or (iii) by a combination of cash, stock of the Company or surrender of a portion of the Option.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Attention: PresidentGeneral Counsel), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. . (b) If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. . (c) In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 56, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. . (d) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at O▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇Bridgeton, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Missouri 63044 (Attention: PresidentVP, Human Resources), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock (1) in cash, (2) by certified check or check, (3) in shares of Common StockStock (including shares issuable on exercise of the Option), (4) by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell the shares issuable on exercise of the Option and to deliver all or part of the sale proceeds to the Company in payment of the Option Price and any withholding taxes or (5) by delivery of such other documentation as the Company may reasonably request as a condition to the Optionee’s exercise of the Option on a “cashless basis,” provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. exercise price is paid promptly thereafter. (b) If shares of Common Stock are tendered as payment of the Option PricePrice (or are withheld from the shares issuable on exercise of the Option), the value of such shares shall be their fair market value Fair Market Value Per Share as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. . (c) In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. . (d) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to himthe Optionee. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. (e) The Optionee will not be permitted to exercise the Option unless the Optionee makes acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Common Stock acquired under the Option. Any of the methods described in Paragraph 7(a) above will be considered acceptable arrangements for paying such taxes.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company Corporation at its offices office at O▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ (▇▇▇▇▇, Attention: Vice President), Finance, or to such other address as otherwise directed by the CompanyCorporation may designate. Such notice shall be in a form reasonably satisfactory to the Corporation, and shall state that the election to exercise the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It exercised and shall be signed by the person or persons so exercising the Option and Option. At the time of purchase, Shares purchased under options shall be accompanied by payment paid for in full of the Option Price for such shares of Common Stock either (i) in cash, by certified check or in shares of Common Stock(including pursuant to a cashless exercise as permitted under the Federal Reserve Board regulations, provided that such shares of Common Stock are not subject to applicable securities law restrictions), (ii) at the discretion of the Committee and/or Board, with outstanding stock of the Corporation at such value as the Board shall determine in its sole discretion to be the fair market value of such stock on the date of exercise in accordance with the valuation methods discussed in Section 20.2031-2 of U.S. Treasury Regulations, or (iii) a combination of stock (if permitted pursuant to (ii) above) and cash (as described in (i) above). Notwithstanding any repurchaseprovision to the contrary in this Agreement, forfeiture, unfulfilled vesting a form of payment will not be available if such form of payment would violate any law or other similar requirementsregulation. If shares Stock acquired upon prior exercise of Common Stock are tendered an option may not be used as payment of the Option Price, exercise price if such action would cause the value of such shares Corporation to recognize compensation expense (or additional compensation expense) with respect to the option for financial reporting purposes. (b) The Corporation shall be their fair market value as of the date of exercise. If such tender would result deliver (in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash paper form or by check to electronic means) the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates certificate(s) representing such shares as soon as practicable after the notice of exercise and payment are received. The certificate(s) for the shares as to which the Option shall have been so exercised shall be receivedregistered in the name of Optionee and shall be delivered as provided above to, or upon the written order of, the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5Section 7 hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessablenonassessable. (c) The shares purchasable upon the exercise of options granted under this Agreement are exempt from the qualification or registration requirements of certain but not all other states. The Option shall not be exercisable unless the Option Shares have been qualified and/or registered under the securities laws of the state in which Optionee resides or are exempt therefrom. (The Corporation may, if permitted by such laws, permit the exercise of the Option but postpone delivery of the Option Shares and/or payment of the purchase price thereof or may set up an escrow pending such qualification and/or registration.) The qualification and/or registration can typically, but not always, be effected within thirty (30) days; therefore, Optionee is advised to periodically check with the Corporation to verify the procedure the Corporation needs to follow in order to qualify and/or register the Option Shares in the state in which Optionee resides and to give the Corporation at least thirty (30) days’ prior written notice of Optionee’s intent to exercise the Option. Upon Optionee’s agreement to exercise the Option, the Corporation hereby agrees to use its best efforts to promptly register and/or qualify the Option Shares so that the Option may be exercisable but shall have no liability to Optionee if, despite same, such registration and/or qualification is not obtained as promptly as desired by Optionee. The certificate(s) for the shares shall be subject to any legend condition imposed by the state in which Optionee resides.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice (the “Notice”) to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Compensation and Benefits Committee (Attention: Presidentthe “Compensation Committee”), or as otherwise directed by the Company. Such notice Notice shall state that the Option is being exercised thereby and election to exercise the Option, the number of shares of Common Stock in respect of which it is being exercised. It exercised and shall be signed by the person or persons so exercising the Option and Option. Such notice shall be accompanied by payment in full of the Option Price for such shares of Common Stock as described in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issuesubparagraph (b) below, in which event the name of the person or persons exercising the Option, and Corporation shall deliver a certificate or certificates representing such shares as soon as practicable after notice Notice and payment are received. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be receivedregistered in the name of the person or persons so exercising the Option and shall be delivered as provided above to, or upon the written order of, the person or persons exercising this Option. In the event the Option shall be exercised exercised, pursuant to subparagraph 5(a) hereof, by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. (b) Payment for the shares of Stock purchased pursuant to the exercise of the Option shall be, at the election of the Optionee, either in (i) cash in an amount equal to the purchase price per share multiplied by the number of shares specified in the Notice (the “Total Option Price”), or (ii) shares of Stock of the Corporation at the then fair market value, determined as provided in section 5 of the Plan, equal to or less than the Total Option Price, plus cash in an amount equal to the amount, if any, by which the Total Option Price exceeds the then fair market value of the shares of stock.

Method of Exercising Option. 7.1 Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices office at O▇▇ ▇One Needham Place, 50 C▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Attention: President▇▇ such other address as shall be the main office of the Company at the time of exercise), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. 7.2 Subject to the terms and conditions of this Agreement, the stock appreciation right under the Option may be exercised by written notice to the Company at its offices at One Needham Place, 50 C▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇ such other address as shall be the main office of the Company at the time of exercise). Such notice shall state that the stock appreciation right under the Option is being exercised thereby and the number of shares of Common Stock-in respect of which the stock appreciation right is being claimed. It shall be signed by the person or persons so exercising the Option and surrendering a like number of shares available under the Option. The Committee may, in its sole discretion, accept or reject all or part of the stock appreciation right so exercised. The Notice of exercise shall be effective only insofar as permitted by the Committee in a notice specifying that all or a specified portion of the stock appreciation right may be exercised. The portion of the stock appreciation right rejected by the Committee shall be exercisable at a later date. Upon the exercise of a stock appreciation right and the surrender of the exercisable portion of the Option, the Optionee shall be awarded cash, shares of Common Stock or a combination of shares and cash at the discretion of the Committee. The award shall have a total value equal to the product obtained by multiplying (a) the excess of the fair market value per share on the date on which the stock appreciation right is exercised over the Option Price per share by (b) the number of shares subject to the exercisable portion of the Option surrendered. Notwithstanding the foregoing, the Committee may from time to time in its discretion, determine a maximum amount to be paid for the share value of a stock appreciation right. The portion of the stock appreciation right, which may be awarded in cash, shall be determined by the Committee from time to time. The number of shares awardable to an Optionee with respect to the noncash portion of a stock appreciation right shall be determined by dividing such noncash portion by the fair market value per share on the exercisable date. No fractional shares shall be issued.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Company at its offices office at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention, Attn: President), or as otherwise directed by the CompanyTreasurer. Such notice shall state that the Option is being exercised thereby election to exercise the Option, and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for full purchase price of such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Priceexercise price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company Participant shall instead return purchase, at the balance price which reflects the fair market value of the Stock as of the date of exercise, in cash cash, by certified check, or by cashier's check such additional fractional shares of Common Stock as are necessary to result in the issuance to the OptioneeParticipant of an additional whole share of Stock. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after the notice and payment shall be received. In the event the Option shall be exercised exercised, pursuant to Paragraph 5 hereof, by any person or persons other than the Optionee, pursuant to Paragraph 5Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until Until Participant (or his representative as provided in Paragraph 5 hereof) has been issued a certificate or certificates representing for the shares as acquired, Participant shall possess no stockholder rights with respect to any such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessableStock.

Method of Exercising Option. a. Subject to the terms and conditions of this AgreementOption Agreement and the Plan, the Option may be exercised by written notice delivered to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), signed by Grantee or as otherwise directed by the Companyperson or persons exercising the Option. Such notice shall state that the number of shares of Stock in respect of which the Option is being exercised thereby and shall include such written covenants, agreements and representations as the number Committee administering the Plan may from time to time deem necessary or desirable in order to ensure compliance with applicable laws, regulations of shares governmental authority and requirements of Common the American Stock in respect of Exchange or any other exchange or market upon which it the Stock is being exercisedthen traded. It shall be signed by the person or persons so exercising the Option and Such notice shall be accompanied by payment in full of the Option Exercise Price. b. The Exercise Price shall be payable (i) in cash, (ii) by the transfer of shares in good form for such transfer, owned by the Grantee and having a Fair Market Value on the date of exercise equal to the Exercise Price., (iii) through delivery of a promissory note by the Grantee evidencing the Grantee’s obligation to make future cash payments to the Company, which promissory note shall be payable as determined by the Company (but in no event later than five years after the date thereof), shall be secured by a pledge of the shares of Common Stock purchased and shall bear interest at a rate established by the Company, but not less than the applicable Federal Rate under Section 1274 of the Code, (iv) through simultaneous exercise of the Option and sale of the shares of common Stock acquired, pursuant to a brokerage or similar arrangement approved in advance by the company, and use of the proceeds from such sale as payment of the Exercise Price, (v) in any combination of cash, shares and promissory notes, or (vi) by certified check any such other method as the Company shall approve in its sole discretion, and no Common Stock shall be issued until full payment therefore has been made in one or in shares more of Common Stock, provided that such the methods specified above. c. No shares of Common Stock are not subject shall be issued to any repurchasethe Grantee upon exercise of the Option until such shares have been registered under the Securities Act of 1933, forfeitureas amended, unfulfilled vesting or other similar requirementsan exemption from the registration provisions of such Act is available. If As soon as practicable after such notice and payment shall have been received, the Company shall deliver a certificate or certificates representing the numbers of shares of Common Stock are tendered as payment of with respect to which the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, was exercised registered in the name of the person or persons exercising designated by Grantee. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificate evidencing the Common Stock purchased pursuant to the exercise of the Option, unless and deliver until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations or governmental authority and requirements of the American Stock Exchange or any other exchange or market upon which the Common Stock is traded. d. No part of this Option may be exercised until the Grantee has vested rights, either partially or in full, with respect to this Option. This vesting of rights shall occur pursuant to the following schedule: Percentage of Shares Time Elapsed From Subject to This The Date Hereof Option Which Vest Upon grant of Option 20% 1st Anniversary 40% 2nd Anniversary 60% 3rd Anniversary 80% 4th Anniversary 100% e. The Grantee shall not be entitled to any rights as a certificate or certificates representing shareholder with respect to such shares as soon as practicable after notice of Common Stock being acquired pursuant to the exercise of the Option unless and payment until such certificates are issued. No adjustment shall be received. made for dividends or distributions or other rights for which the record date is prior to the date such certificate is issued. f. In the event the Option shall be exercised pursuant to Section 5 hereof by any person or persons other than the OptioneeGrantee, pursuant to Paragraph 5, such the notice of exercise of the Option shall be accompanied by appropriate proof satisfactory to the Administrator of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. . g. All shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at O▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇Bridgeton, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Missouri 63044 (Attention: PresidentVP, Human Resources), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock (1) in cash, (2) by certified check or check, (3) in shares of Common StockStock (including shares issuable on exercise of the Option), (4) by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell the shares issuable on exercise of the Option and to deliver all or part of the sale proceeds to the Company in payment of the Option Price and any withholding taxes or (5) by delivery of such other documentation as the Company may reasonably request as a condition to the Optionee’s exercise of the Option on a “cashless basis,” provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. exercise price is paid promptly thereafter. (b) If shares of Common Stock are tendered as payment of the Option PricePrice (or are withheld from the shares issuable on exercise of the Option), the value of such shares shall be their fair market value Fair Market Value Per Share as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. . (c) In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. . (d) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to himthe Optionee. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Method of Exercising Option. Subject to the terms and conditions of this AgreementOption Agreement and the Plan, the Option may be exercised by upon written notice to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), or as otherwise directed the securities broker then designated by the Company, the form of such notice shall be provided by the Company upon request. Such notice shall state that the election to exercise the Option is being exercised thereby and the number of shares of Common Stock in with respect of to which it is being exercised. It ; shall be signed by the person or persons so exercising the Option Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof and shall be accompanied by payment in full of the full Option Price for price of such shares. The Option price shall be paid to the Company: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock in cashwere acquired through exercise of an ISO or NQSO or of an option under a similar plan, by certified check or in shares of Common Stock, provided that such shares have been held by the Awardee for a period of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of more than 12 months on the date of exercise; (c) In Company Common Stock newly acquired by the Optionee upon exercise of the Option; or (d) In any combination of (a), (b) and (c) above. If In addition, the Option price may also be paid (i) through any cashless exercise procedure which is acceptable to the Committee; or (ii) with the consent of the Committee, by withholding Company Common Stock otherwise issuable in connection with the exercise of this Option. In the event such tender would result Option price is paid, in the issuance of fractional shares of whole or in part, in Company Common Stock, the portion of the Option price so paid with Company Common Stock shall instead return the balance in cash or by check be equal to the Optionee“fair market value” of such shares of Company Common Stock on the date of exercise of the Option, as such “fair market value” is determined as set forth in Section 2.10 of the Plan. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares with respect to which the Option is so exercised. The Company certificate or certificates for the shares as to which the Option shall issue, have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in the notice exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be receivedregistered in the name of the Awardee and the Awardee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than after the Optionee, pursuant to Paragraph 5legal disability or death of the Awardee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessableassessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this AgreementOption Agreement and the Plan, the Option may be exercised by upon written notice to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), or as otherwise directed the securities broker then designated by the Company, the form of such notice shall be provided by the Company upon request. Such notice shall state that the election to exercise the Option is being exercised thereby and the number of shares of Common Stock in with respect of to which it is being exercised. It ; shall be signed by the person or persons so exercising the Option Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof and shall be accompanied by payment in full of the full Option Price for price of such shares. The Option price shall be paid to the Company: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock in cashwere acquired through exercise of an ISO or NQSO or of an option under a similar plan, by certified check or in shares of Common Stock, provided that such shares have been held by the Awardee for a period of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of more than 12 months on the date of exercise; (c) In Company Common Stock newly acquired by the Awardee upon exercise of the Option; or (d) In any combination of (a), (b) and (c) above. If such tender would result In addition, the Option price may also be paid (i) through any cashless exercise procedure then available to any other Director or Key Employee (as defined in the issuance Plan); or (ii) by withholding Company Common Stock otherwise issuable in connection with the exercise of fractional shares of the Option. In the event such Option price is paid, in whole or in part, in Company Common Stock, the portion of the Option price so paid with Company Common Stock shall instead return the balance in cash or by check be equal to the Optionee“fair market value” of such shares of Company Common Stock on the date of exercise of the Option, as such “fair market value” is determined as set forth in the Plan. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares with respect to which the Option is so exercised. The Company certificate or certificates for the shares as to which the Option shall issue, have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in the notice exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be receivedregistered in the name of the Awardee and the Awardee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than after the Optionee, pursuant to Paragraph 5legal disability or death of the Awardee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessableassessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this AgreementAgreement and the Plan, the Option may be exercised in whole or in part (for whole Shares only) by written notice delivered to the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President), or as otherwise directed signed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed Optionee or by the person or persons so exercising the Option and Option, in the form of Exhibit A attached hereto. Such notice shall be accompanied by payment in full of the Option Price. The Option Price shall be payable by certified or bank cashier’s check payable to the order of the Company, or in the form of unrestricted Shares already owned by the Optionee based on the fair market value (as defined in Article X of the Plan) of such Shares on the date the Option is exercised, or by a combination thereof, all as set forth in Section 7.3 of the Plan. To the extent the Option Price is paid in Shares, Shares delivered by the Optionee may be shares which were received by the Optionee upon the exercise of one or more previously exercised Incentive Options, but only if such Shares have been held by the Optionee for at least the greater of (a) two years from the date the Incentive Options were granted or (b) one year after the transfer of Shares to the Optionee, or (ii) Shares which were received by the Optionee upon exercise of one or more Nonqualified Options, but only if such Shares have been held by the Optionee for at least six months. The Optionee shall not be entitled to any rights as a shareholder with respect to such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject being acquired pursuant to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment the exercise of the Option Price, the value of unless and until such shares certificates are issued. No adjustment shall be their fair market value as of made for dividends or distributions or other rights for which the record date is prior to the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be receivedis issued. In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such the notice of exercise of the Option shall be accompanied by appropriate proof satisfactory to the Committee of the right of such person or persons to exercise the Option. The Certificates for the purchased shares will not be issued to the Optionee shall have no unless and until the Optionee has executed a stockholders agreement governing and limiting the stockholder’s rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise sell, transfer or otherwise dispose of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessableShares.

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreementagreement, the Option this option may be exercised by written notice to Excel, at the Company at its offices at O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: President)principal executive office of Excel, or to such transfer agent as otherwise directed by the CompanyExcel shall designate. Such notice shall state that the Option is being exercised thereby election to exercise this option and the number of shares of Common Stock in respect of which it is being exercised. It exercised and shall be signed by the person or persons so exercising the Option and this option. Such notice shall be accompanied by payment in full of the Option Price for such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. If shares of Common Stock are tendered as payment of the Option Price, the value full purchase price of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Optionshares, and Excel shall deliver a certificate or certificates representing such shares as soon as practicable after the notice and payment purchase price shall be received. The certificate or certificates for the shares as to which this option shall have been so exercised shall be registered in the name of the person or persons so exercising this option (or, if this option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising this option and Excel shall, in its sole discretion, agree, shall be registered in the name of the Optionee and another person jointly, with right of survivorship), and shall be delivered as provided above to or upon the written order of the person or persons exercising this option. In the event the Option this option shall be exercised pursuant to Section 4 hereof by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to himthis option. All shares of Common Stock that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and non-assessablenon- assessable and shall be subject to the stock transfer restrictions set forth herein. All such shares and any shares of capital stock of Excel thereafter acquired by Optionee as a result of any subdivision, combination or reclassification of outstanding shares into a greater or smaller number of shares, or as a result of any recapitalization, reorganization, stock split, stock dividend or any similar event, are referred to herein as the "Shares."