Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon written notice to the Company at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 certificate or certificates for the Shares as to which the Option shall 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, shall be registered 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 after the legal 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. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by contacting the stock broker designated by the Company from time to time and following such broker’s instructions. Alternatively, if Optionee wishes to use his or her personal stock broker, Optionee may provide written notice to the Company at its principal officeCompany, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Attention: Manager, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇Stock Administration. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Common Shares with in respect to of which it the Option is being exercised; , shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof Option and shall be accompanied by payment in full of the full Option Purchase Price for such Common shares. Payment of such Shares. The Option Purchase Price shall be paid made in United States dollars by certified check or bank cashier’s check payable to the Company: (a) In cash, order of the Company or in its equivalent; (b) In Company Common Stock previously acquired by wire transfer to such account as may be specified by the Awardee, provided that if Company for this purpose. Subject to such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan procedures and applicable law rules as may be adopted from time to time may be authorized in writing by the Company with respect Committee, the Optionee may also pay such Purchase Price by (i) tendering to such "cashless" option exercise arrangements as the Company from time to time may maintain Common Shares with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the an aggregate Fair Market Value on the date of exercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, (ii) delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell Common Shares or to authorize a loan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, or (iii) any combination of the Option methods of payment described in clauses (i) and (ii) and in the Common Stock surrendered in payment of such Option Price. 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 exercisedpreceding sentence. The certificate or certificates for the Common Shares as to which the Option shall 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, shall be registered 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 after the legal 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. All Common Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by assessable. The Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy 110 requires that all Insiders must pre-clear with the CompanyLaw Department all proposed transactions in Qwest Securities, including, but not limited to, exercises of options prior to effecting such transaction.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon by written notice to the Company at its principal office, which is presently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested The form of which such notice is attached) attached hereto and shall state the election to exercise the Option and the number of whole Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option Price exercise price of such Shares. Only full Shares will be issued. The Option Price exercise price shall be paid to the Company:Company – (a) In in cash, or in its equivalentby certified check, bank draft, or money order; (b) In Company Common Stock through the delivery of Shares previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee Optionee provided such method of payment is then permitted under applicable law and subject to any minimum holding period established by the Committee for a period of more than 12 months on Shares acquired directly from the date of exercise; orCompany and provided such Shares are not subject to repurchase, forfeiture or other similar conditions. (c) In such other manner consistent with by delivering a properly executed notice of exercise of the Plan and applicable law as from time Option to time may be authorized in writing by the Company and a broker, with respect irrevocable instructions to such "cashless" option exercise arrangements as the broker promptly to deliver to the Company from time the amount of sale or loan proceeds necessary to time may maintain with securities brokers. Any such arrangements pay the exercise price of the Option and written authorizations may be terminated at any time by the Company without notice to the Awardee.required tax withholding; (d) In in any combination of (a), (b) and ), or (cd) above. In the event such Option Price the exercise price is paid, in whole or in part, with shares of Common StockShares, the portion of the Option Price exercise price so paid shall be equal to the Fair Market Value of the Shares surrendered on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Priceexercise. Upon receipt of such notice of exercise and payment, the Company, as promptly as practicable, Company shall deliver or cause to be delivered a certificate or certificates representing the Shares with respect to which the Option is so exercised. The certificate or certificates for Optionee shall obtain the Shares as to which rights of a shareholder upon receipt of the Option shall have been so exercised certificate(s) representing such Shares. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be is exercised by the Awardee Optionee and if the Awardee shall Optionee so request requests in the notice exercising the Option, shall be registered in the name of the Awardee Optionee and the Awardee's Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to to, or upon the written order of of, the person or persons exercising the Option. In the event the Option shall be is exercised by any person or persons after the legal disability death or death “Disability” (as defined in the Plan) of the AwardeeOptionee, such the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company at its principal main office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment of the full Option Price purchase price of such Shares. The Option Price shall be paid to the Company: (a) In cashshares, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 such shares as soon as practicable after the Shares with respect to which notice shall be received. In the event the Option is so exercisedshall be exercised pursuant to Paragraph 5 hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered in the name of the Awardee and the Awardee's spouse, jointly, with right of survivorship) 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 after the legal 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. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by nonassessable. The shares to be issued upon the exercise of options granted under the Plan have not been registered with the Securities and Exchange Commission, nor have they been registered or qualified under the laws of any state. The notice exercising the Option shall be in a form satisfactory to the Company, and shall affirm that the purchaser is acquiring the shares for the purchaser's own account for investment and not for the purposes of resale or distribution. The certificates for the shares shall be subject to any legend condition imposed under the laws of any state. In addition, the certificate representing the shares shall be subject to the following restrictions and all certificates representing said shares shall bear a conspicuous legend containing said restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Method of Exercising Option. Subject Grantee may exercise the Option in accordance with the terms hereof by providing to Company a written notice (the “Exercise Notice”) in the form attached hereto as Exhibit A, specifying the number of vested Units to be purchased and the purchase date, which shall be not less than five (5) nor more than ten (10) days after giving the Exercise Notice unless otherwise agreed to by the Company. On the purchase date, Grantee shall provide to the terms Company: (i) payment in full of the Exercise Price Per Unit for the Units being acquired through the methods permitted by the Plan (except in the event of a Net Exercise); (ii) execution of a joinder to the Company’s LLC Agreement in the form specified therein; and conditions of (iii) any other matters (including income tax withholding arrangements) required in accordance with this Option Agreement and the Plan. This Option will be considered exercised with respect to the number of Units Grantee desires to purchase on the date that Company receives all of the foregoing. Grantee shall not acquire any rights or privileges as a Unit holder or Member of the Company for any Units issuable upon the exercise of this Option until such Units have been duly issued by the Company. The Company shall have the right to delay the issue or delivery of any Units to be delivered hereunder until (i) the completion of such registration or qualification of such Units under federal or state law, ruling or regulation as Company deems to be necessary or advisable; (ii) completion of tax withholding or payment arrangements satisfactory to the Company, in accordance with Section 9 below; (iii) receipt from Grantee of such documents and information as Company deems necessary or appropriate in connection with such registration or qualification or the issuance of Units hereunder; and (iv) execution and delivery by Grantee of a written joinder to the Company’s LLC Agreement. In the event of Grantee’s death, the Option may be exercised upon written notice to the Company at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with respect to which it is being exercised; shall be signed by the person representative, administrator or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment other representative of the full Option Price of such Shares. The Option Price shall be paid to the Company: (a) In cashGrantee’s estate, or in its equivalent; (b) In Company Common Stock previously acquired the person to whom this Option shall pass by the Awardee, provided that if such shares will or beneficiary designation. Any certificate or other evidence of Common Stock were acquired through Unit ownership following exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time this Option may be authorized in writing marked with an appropriate legend giving notice of any transferability, repurchase rights, restrictions and conditions imposed by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a)law, (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 certificate or certificates for the Shares as to which the Option shall 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, shall be registered 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 after the legal 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. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Company’s LLC Agreement or by any other agreement among the members of the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇shall designate. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment of the full Option Price purchase price of such Shares. The Option Price shares, and the Company shall be paid to deliver a certificate or certificates representing such shares as soon as practicable after the Company: (a) In cash, or in its equivalent;notice and payment have been received. (b) In Company The Option price shall be paid in cash or by check or, with the consent of the Committee in its sole discretion, in the following manner: (i) subject to Section 8(c) below, by delivery of shares of the Company’s Common Stock previously acquired having a fair market value (as determined by the Awardee, provided that if such shares Committee) equal as of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exerciseexercise to the option price; (ii) by delivery of the Employee’s personal recourse note bearing interest payable not less than annually at the rate set forth in the Plan; or (iii) by any combination of the foregoing. (c) In such other manner consistent with If the Plan and applicable law as from time to time may be authorized in writing Employee delivers Common Stock held by the Company with respect Employee (“Old Stock”) to such "cashless" option exercise arrangements as the Company from time in full or partial payment of the option price, and the Old Stock so delivered is subject to time restrictions or limitations imposed by agreement between the Employee and the Company, an equivalent number of option shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Employee paid for the option shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Employee may maintain with securities brokers. Any not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such arrangements and written authorizations may be terminated at any time Common Stock has been owned by the Company without notice to the AwardeeEmployee free of any substantial risk of forfeiture for at least six months. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 certificate or certificates for the Shares shares as to which the Option shall 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 Employee and if the Awardee Employee shall so request in the notice exercising the Option, shall be registered in the name of the Awardee Employee and the Awardee's spouse, 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 the Option. In the event the Option shall be exercised exercised, pursuant to Section 5 hereof, by any person or persons after other than the legal disability or death of the AwardeeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Companynonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the this Option may be exercised upon by written notice to the Company Company, at its principal officeoffice in the State of California, which presently is located at ▇▇▇ 195 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. Such ▇▇ch notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment in (i) cash, certified check, bank draft; (ii) (subject to the limitations and with the prior approval required under Paragraph 3 above) certificates for shares of the Common Stock of the Company; or (iii) (subject to the limitations and with the terms and provisions specified pursuant to Paragraph 3 above) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in the principal amount of the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the Shares acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors may specify, equal to at the time of exercise, in the aggregate, the full Option Price purchase price of such Shares. The shares, (iv) by cancellation of indebtedness of the Company to Optionee, (v) by waiver of compensation due or accrued to Optionee for services rendered, (vi) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to exercise his Option Price shall be paid and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company: , (avii) In cashprovided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and NASD Dealer whereby the Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company, or in its equivalent; (bviii) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (ai), (bii), (iii), (iv), (v), (vi) and or (cvii) above. In , and the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, Company shall deliver or cause to be delivered a certificate or certificates representing the Shares with respect subject to which such exercise as soon as practicable after the Option is so exercisednotice shall be received. The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered 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 after other than the legal disability or death of Optionee in accordance with the Awardeeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. Until and unless the Plan and the issuance of securities thereunder shall have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the Companyexercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company at its principal main office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment of the full Option Price purchase price of such Shares. The Option Price shall be paid to the Company: (a) In cashshares, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 such shares as soon as practicable after the Shares with respect to which the Option is so exercisednotice shall be received. The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered in the name of the Awardee and the Awardee's spouse, jointly, with right of survivorship) 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 after the legal disability or death of the Awardeepursuant to Section 6 hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by nonassessable. The shares to be issued upon the exercise of options granted under the Plan have not been registered with the Securities and Exchange Commission, nor have they been registered or qualified under the laws of any state. The notice exercising the Option shall be in a form satisfactory to the Company, and shall affirm that the purchaser is acquiring the shares for the purchaser's own account for investment and not for the purposes of resale or distribution. The certificates for the shares shall be subject to any legend condition imposed under the laws of any THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company Corporation, at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇in the form of Exhibit A attached hereto. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option Price purchase price of such Sharesshares, and the Corporation shall deliver a certificate or certificates representing such shares as soon as practicable after the notice is received. The Option Price shall Payment of such purchase price shall, in either case, be paid made in any of the following methods, as may be elected by the Optionee, except for those PROHIBITED methods indicated by a check ▇▇▇▇ within any of the boxes below (a check ▇▇▇▇ means the method is prohibited): in cash or by check payable to the Company: (a) In cashorder of the Corporation; in Common Stock of the Corporation already owned by the Optionee, valued as of the date of exercise of the Option at Fair Market Value and subject to such terms and conditions as are prescribed by the Board; or in its equivalent;Shares being acquired upon exercise of the Option, valued as of the date of exercise of the Option at Fair Market Value and subject to such terms and conditions as are prescribed by the Board. (b) In Company Common Stock previously acquired Optionee agrees to have withheld from any remuneration payable to him by the AwardeeCorporation and/or to pay to the Corporation, provided that if such shares at the time of Common Stock were acquired through exercise of the Option, an ISO amount which is required to be withheld or NQSO paid pursuant to any Federal, State or of an option under a similar planlocal tax or revenue laws or regulations, such shares have been held as may be determined by the Awardee for a period Corporation. The Optionee may satisfy such tax withholding by instructing the Corporation to withhold such number of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated shares exercised which, when valued at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of exercise, equal the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause total tax obligations required to be delivered a certificate or certificates representing the Shares with respect to which the Option is so exercised. withheld. (c) The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered 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 pursuant to the Plan by any person or persons after other than the legal disability or death of the AwardeeOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Companynonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Nonqualified Common Stock Option Agreement and the PlanAgreement, the this Option may be exercised upon by written notice to the Company Company, at its principal officeoffice in the State of California, which presently is located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by (i) payment of the full Option Price of such Shares. The Option Price shall be paid to the Company: (a) In in cash, certified check, bank draft or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such certificates for shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered of the Company equal to, in payment the aggregate, the full purchase price of such Option Price. Upon receipt shares, and (ii) payment in cash, certified check or bank draft of such notice and paymentany payroll withholding taxes resulting from the exercise, as determined by the Company, as promptly as practicable, . The Company shall deliver or cause to be delivered a certificate or certificates representing the Shares with respect shares subject to which such exercise as soon as practicable after the Option is so exercisednotice shall be received. The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered 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 after other than the legal disability or death of Optionee in accordance with the Awardeeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the Company.exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, the person exercising the Option shall execute and deliver to the Company with the notice provided for above an investment letter in the form attached hereto as Exhibit A.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company at its principal officeCompany, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇Attention: General Counsel. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and Option, the number of Shares shares of Stock with respect to which it the Option is being exercised; , and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 certificate or certificates for the Shares as to which the Option shall 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, shall be registered 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 If the Option shall be is exercised by any person or persons after other than the legal disability or death of director to whom the AwardeeOption was originally granted, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that Option or portion thereof shall be provided. The purchase of the Stock pursuant to the Option shall take place at the principal office of the Company within 3 days following delivery of such notice, at which time the Purchase Price of the Stock shall be paid in full. Payment of the Purchase Price may be made in any of the following methods or in any combination of such methods, at the option of the Option Holder: (a) cash; (b) certified check, cashier's check, or other check acceptable to the Company, payable to the order of the Company; (c) delivery to the Company of irrevocable instructions to a broker (to the extent permissible under applicable law) to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Purchase Price of the Stock (a "cashless exercise" or "same-day sale" transaction) or (d) delivery to the Company of certificates representing the number of shares of Stock then owned by the Option Holder, the Fair Market Value of which (determined as of the date the notice of exercise is delivered to the Company) equals the price of the Stock to be purchased upon pursuant to the Option, properly endorsed for transfer to the Company. No Option may be exercised by delivery to the Company of certificates representing Stock unless such Stock has been held by the Option Holder for more than six months. Upon notice to the Company of exercise of the Option and payment of the Purchase Price, the exercise of the Option as provided herein shall be fully paid deemed to be effective, and non-assessable a properly executed certificate or certificates representing the Stock so purchased shall be issued by the CompanyCompany and delivered to the Option Holder.

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company at Corporation, care of its principal officeChief Financial Officer, which is located at O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise execute the Option and the number of Shares with shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall either: (a) be accompanied by payment of the full Option Price purchase 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paidshares, in whole or in part, with shares of Common Stock, which event the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, Corporation shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Shares with respect notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to which the Option is so exercisedorder of the Corporation or, if applicable pursuant to Paragraph 2 hereof, the transfer of the appropriate shares of stock. The certificate or certificates for the Shares shares as to which the Option shall 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 Employee and if the Awardee Employee shall so request in the notice exercising the Option, shall be registered in the name of the Awardee Employee and the Awardee's spouse, another person jointly, with right of survivorshipsurvivorship or in the name of the Employee’s spouse) 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 after the legal 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. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable assessable. As a condition of the issuance of shares hereunder, the Employee agrees to remit to the Corporation at the time of any exercise of this Option any taxes required to be withheld by the CompanyCorporation under federal, state or local law as a result of exercise. The Employee may remit such amount by an appropriate reduction of the number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Employee for at least six months). If the Employee uses already owned shares to pay the exercise price, tax withholding, or both in accordance with Paragraphs 2 and 9, the Corporation, at the absolute discretion of the Compensation Committee of the Board of Directors of the Corporation, may grant a replacement option to the Employee for the shares so used.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option this option may be exercised upon by written notice (the "Exercise Notice") to the Company, at the principal executive office of the Company, or to such transfer agent as the Company at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇shall designate. Such notice (a suggested form of which is attached) The Exercise Notice shall state the election to exercise the Option this option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid to the Company: (a) In cash, or in its equivalent;this option. (b) In Company Common Stock previously acquired by the AwardeeNotwithstanding anything else in this Agreement, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect shall have the absolute right to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paidredeem, in whole or in part, with the number of shares of Common Stockspecified in the Exercise Notice (which redemption shall be deemed to occur prior to exercise), as follows: (i) if the portion Exercise Notice is received by the Company after termination of the Option Price so paid Optionee's Business Relationship with the Company, then at any time during the ten (10) business days next following the Company's receipt of the Exercise Notice, and (ii) if the Optionee's Business Relationship with the Company is terminated after the Exercise Notice is received but before the issuance of shares upon exercise, that at any time during the ten (10) business days next following termination of the Optionee's Business Relationship with the Company. The purchase price for shares to be redeemed pursuant to this Section 9(b) shall be equal to the Fair Market Value on amount, if any, by which the fair market value of such shares, as determined by the Board of Directors as of the date of the applicable Exercise Notice, exceeds the exercise price for such shares. Such purchase price shall be payable in eight (8) equal quarterly payments bearing interest payable annually at the lowest applicable Federal rate, as defined in Section 1274(d) of the Code, with the first payment to be made concurrently with the Company's exercise of the Option of the Common Stock surrendered in this right, and each subsequent payment to be made at three (3)- month intervals. The Company shall exercise this right by delivering written notice of such Option Priceexercise, accompanied by payment as described above. Upon receipt of such notice and the first payment, (i) the CompanyOptionee shall promptly return his copy of this Agreement to the Company who shall ▇▇▇▇ it as "CANCELLED," and (ii) the option to purchase represented hereby shall be of no further force or effect. (c) If Section 9(b) above is not applicable, as promptly as practicablethen within thirty (30) days of the Exercise Notice, the Optionee shall pay to the Company the full purchase price of such shares, and the Company shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after such payment shall be received. If the Shares with respect Optionee does not pay to which the Option Company the full purchase price of such shares within thirty (30) days of the Exercise Notice, such Exercise Notice shall be of no further force or effect. (d) If Section 9(b) above is so exercised. applicable, but the Company fails to exercise its right of redemption thereunder, the Optionee shall pay to the Company the full purchase price of the number of shares specified in the Exercise Notice, and the Company shall deliver a certificate or certificates representing such shares as soon as practicable after such payment is received; provided, that this Agreement shall be of no further force or effect, and the option granted to the Optionee shall expire, unless such payment has been paid to the Company within thirty (30) days of the Exercise Notice. (e) The certificate or certificates issued for the Shares shares as to which the Option this option shall have been so exercised pursuant to Section 9(c) or 9(d) above shall be registered in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Awardee Optionee and if the Awardee Optionee shall so request in the notice exercising the OptionExercise Notice, shall be registered in the name of the Awardee Optionee and the Awardee's spouse, 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 the Optionthis option. In the event the Option this option shall be exercised exercised, pursuant to Article 5 hereof, by any person or persons after other than the legal disability or death of Optionee, the Awardee, such notice Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and non-assessable by the Companyassessable.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Planhereof, the Option may be exercised upon (to the extent then exercisable) by written notice delivered to AI and signed by the Company at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇Optionee or other person or persons entitled to exercise the Option. Such notice (a suggested form of which is attached) shall state the election to exercise number of Optioned Shares in respect of which the Option and the number of Shares with respect to which it is being exercised; exercised and shall include such written representations as the Committee may from time to time determine to be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to desirable in Paragraph 7 hereof connection with compliance with securities and other laws and regulations. Such notice shall be accompanied by payment delivery of the full Option Price purchase price of such Shares. The Option Price shall be paid Optioned Shares in cash or by check payable to the Company: (a) In cashorder of AI, unless the Committee shall have determined to accept or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paidwithhold, in whole full or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in partial payment of such Option Pricepurchase price, shares of Class A Common Stock of AI. Upon receipt Such notice shall also be accompanied by payment, in cash or by check payable to the order of AI, of the minimum amount of any taxes required by law to be withheld by AI in respect of such notice and paymentexercise, unless 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 certificate or certificates for the Shares as to which the Option Committee shall have been so exercised shall be registered determined to accept or withhold, in the name full or partial payment of the person or persons so exercising the Option (orsuch taxes, if the Option shall be exercised by the Awardee and if the Awardee shall so request in the notice exercising the Option, shall be registered in the name shares of the Awardee and the Awardee's spouse, jointly, with right Class A Common Stock of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the OptionAI. In the event the Option shall be exercised by any person or persons after other than the legal disability or death of the AwardeeOptionee, such notice shall shall, in addition, be accompanied by appropriate proof satisfactory to AI of the right of such person or persons to exercise the Option. All If and when all of the foregoing conditions have been fully satisfied, AI shall, as soon as practicable thereafter (including such time as may be required pursuant to the last sentence of this paragraph), deliver a stock certificate representing the Optioned Shares that shall in respect of which the Option is being exercised (less any shares withheld in payment of the purchase price or taxes), registered in the name of the person or persons exercising the Option. Such stock certificate may bear any legend which the Committee determines to be purchased desirable in connection with compliance with securities and other laws and regulations. Shares acquired upon the exercise of the Option as provided herein shall be fully paid and non-assessable assessable. Such shares shall be issued shares of Class A Common Stock reacquired in any manner by AI. AI agrees that in the Companyevent that, at the time of receipt of a notice of exercise hereunder, it does not have sufficient treasury shares to satisfy the option exercise, it will, no later than 20 trading days after receipt of such notice, acquire the required number of treasury shares.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the this Option may be exercised upon by written notice to the Company Company, at its principal officeoffice in the State of California, which presently is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇Suite 100, Santa Ana, California 92704. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid in cash, certified check, bank draft or (subject 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent limitations and with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (dprior approval required under Paragraph 3 above) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with certificates for shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered of the Company equal to at the time of exercise, in payment the aggregate, the full purchase price of such Option Price. Upon receipt of such notice shares, and payment, the Company, as promptly as practicable, Company shall deliver or cause to be delivered a certificate or certificates representing the Shares with respect shares subject to which such exercise as soon as practicable after the Option is so exercisednotice shall be received. The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered 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 after other than the legal disability or death of Optionee in accordance with the Awardeeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, as a condition to the effectiveness of any exercise of this Option and the Company.'s obligation to issue a stock certificate pursuant hereto, the person exercising the Option shall execute and deliver to the Company with the notice provided for above an investment letter in the form attached hereto as Exhibit A.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may this option shall be exercised upon by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇shall designate. Such notice (a suggested form of which is attached) shall state the election to exercise the Option this option and the number of Option Shares with respect to for which it is being exercised; exercised and shall be signed by the person Optionee (or, in the case of Optionee’s death or persons so exercising the Option; shalldisability, if the Company so requestshis or her beneficiary, be accompanied by the investment certificate referred to in Paragraph 7 hereof and executor or personal representative). Such notice shall be accompanied by payment of the full Option Price purchase price of such Sharesshares. The Option Price Notwithstanding the foregoing to the contrary, the Optionee may, in his or her sole discretion, elect to exercise this option through a “net settlement exercise.” A net settlement exercise shall be paid affected by the Optionee submitting a written notice of such exercise to the Company: (a) In cash. Upon receipt of notice of a net settlement exercise, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination shall withhold that number of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal determined by reference to the Fair Market Value on the date (as defined in subsection (h) of exercise of the Option this Section 3) of the Common Stock surrendered in payment of such Option Price. Upon receipt of on the date such notice and payment, of exercise is received by the Company, as promptly as practicable, necessary to satisfy the full exercise price of the option (or portion thereof being exercised). Any withholding of shares pursuant to Section 11 of this Agreement shall be in addition to the share withholding described in this subsection (e). The Company shall deliver or cause to be delivered a certificate or certificates representing the Shares with respect Option Shares, bearing such legends as may be required pursuant to which the Option is so exercisedSections 5 and 6 of this Agreement, as soon as practicable after a notice of exercise has been received. The Such certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the person Optionee or persons so exercising the Option a Permitted Transferee (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request as defined in the notice exercising the Option, shall be registered Section 5(a) below) (or in the name of the Awardee Optionee and the Awardee's spouse, a Permitted Transferee 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 after the legal 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. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Company).

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company Corporation at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇business address attention of the Secretary. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; shall. At that time, if this Option Agreement shall be turned in to the Company so requests, be accompanied Corporation for action by the investment certificate referred Corporation to in Paragraph 7 hereof and reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash, by check, by shares of the full Option Price Common Stock of such Shares. The Option Price shall be paid to the Company: (a) In cashCorporation, or, if so approved by the Committee, by a promissory note in a form specified by the Committee, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) abovethese methods. In the event such Option Price that payment is paid, made in whole or in part, with shares of the Common Stock, the portion per share value of the Option Price so paid Common stock shall be equal to the Fair Market Value last trading price of the Common Stock on the trading day next preceding the date of exercise of the Option Option. Payment may also be made, in the discretion of the Common Stock surrendered Committee, by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price, or by any other means which the Committee, in payment of such Option Price. Upon receipt of such notice and paymentits discretion, the Company, as promptly as practicable, shall deliver or cause determines to be delivered a certificate consistent with the Plan's purpose and applicable law. Any Optionee holding two or certificates representing more options that are partially or wholly exercisable at the Shares with respect same time may exercise said options (to the extent they are then exercisable) in any order the Optionee chooses, regardless of the order in which the Option is so exercisedsaid options were granted. The certificate or certificates for the Shares shares as to which the Option shall 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, shall be registered 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 exercised, pursuant to paragraph 5 hereof, by any person or persons after other than the legal disability or death of the AwardeeOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon At the time of the exercise of the Option the Corporation may require, as provided herein shall a condition of the exercise of such Option, the Optionee to pay the Corporation an amount equal to the amount of tax the Corporation may be fully paid and non-assessable required to withhold to obtain a deduction for federal income tax purposes as a result of the exercise of the Option by the CompanyOptionee.

Method of Exercising Option. Subject At least ten (10) days prior to the terms and conditions of this Option Agreement and the Plan, date upon which the Option may is to be exercised upon exercised, Optionee shall deliver to the Corporation written notice to the Company at of its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option Option, which notice shall specify the date and time for the number of Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment transfer of the full Option Price of such Shares. The Option Price shall be paid Shares 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice Optionee pursuant to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of Optionee’s exercise of the Option (the “Option Notice”). Each certificate for Shares purchased under this Option shall bear a legend as follows: “The securities represented by this certificate have not been registered under the U.S. Securities Act of 1933 (the “Act”). The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the reasonable satisfaction of the Common Stock surrendered Company.” Additionally, when appropriate, each certificate for Shares purchased under this Option shall bear a legend in payment substantially the following form, provided that the Shareholders’ Agreement complies with all of the applicable requirements set forth in the Loan Agreement of even date herewith by and between Optionee and the Corporation: “The transfer of the shares represented by this certificate, and all rights represented by such shares, are subject to, and restricted by, the terms of a Shareholders’ and Registration Rights Agreement (the “Shareholders’ Agreement’) dated between the Company and certain of its shareholders, as the same may be amended from time to time, a copy of which Shareholders’ Agreement is on file at the principal office of the Company and will be provided to a shareholder upon request and without charge. The Shareholders’ Agreement includes, among other things, certain voting agreements among the shareholders. Any person who wishes to become the owner of this certificate or of the shares which it represents, or to obtain any interest in such certificate of shares, shall agree to become bound by the provisions of such Option PriceShareholders’ Agreement. Upon receipt A copy of such notice and payment, Shareholders’ Agreement may be obtained from 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 certificate or certificates for the Shares as to which the Option shall 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, shall be registered 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 company upon the written order request of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons after the legal 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. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Companyholder hereof.”

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by contacting the stock broker designated by the Company from time to time and following such broker’s instructions. Alternatively, if Optionee wishes to use his or her personal stock broker, Optionee may provide written notice to the Company at its principal officeCompany, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Attention: Manager, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇Stock Administration. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Common Shares with in respect to of which it the Option is being exercised; , shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof Option and shall be accompanied by payment in full of the full Option Purchase Price for such Common shares. Payment of such Shares. The Option Purchase Price shall be paid made in United States dollars by certified check or bank cashier’s check payable to the Company: (a) In cash, order of the Company or in its equivalent; (b) In Company Common Stock previously acquired by wire transfer to such account as may be specified by the Awardee, provided that if Company for this purpose. Subject to such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan procedures and applicable law rules as may be adopted from time to time may be authorized in writing by the Company with respect Committee, the Optionee may also pay such Purchase Price by (i) tendering to such "cashless" option exercise arrangements as the Company from time to time may maintain Common Shares with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the an aggregate Fair Market Value on the date of exercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, (ii) delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell Common Shares or to authorize a loan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, or (iii) any combination of the Option methods of payment described in clauses (i) and (ii) and in the Common Stock surrendered in payment of such Option Price. 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 exercisedpreceding sentence. The certificate or certificates for the Common Shares as to which the Option shall 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, shall be registered 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 after the legal 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. All Common Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by assessable. The Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy 100.110 requires that all Insiders must pre-clear with the CompanyLaw Department all proposed transactions in Qwest Securities prior to transaction.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company Secretary of the Company, at its principal office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇the Company's executive offices. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid to the Companyeither: (a) In cashbe a notice in substantially the form attached hereto as Exhibit A (Subscription Form) or similar written notice setting forth the Employee's election to exercise the Option, accompanied by the Purchase Price, in which event the Company shall deliver a certificate or in its equivalent;certificates representing such Common Shares as soon as practicable after the notice shall be received; or (b) In Company Common Stock previously acquired fix a date (not less than five nor more than ten business days from the date such notice shall be received by the AwardeeCompany) for the payment of the full Purchase Price of such Common Shares at the Company's executive offices, provided that if against delivery of a certificate or certificates representing such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exerciseShares; or (c) In such other manner consistent with be a notice in substantially the Plan and applicable law form attached hereto as from time to time may be authorized in writing Exhibit B (Cashless Exercise Form) duly executed by the Company with respect Employee (such exercise being referred to herein as a "Cashless Exercise") setting forth such "cashless" option exercise arrangements as Employee's election to receive the Company from time number of Common Shares specified in the Cashless Exercise Form. Such presentation and surrender shall be deemed a waiver of the Employee's obligation to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at pay all or any time by portion of the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) abovePurchase Price in cash. In the event such of a Cashless Exercise, the Employee hereof shall exchange Employee's Option Price is paid, in whole or in part, with shares for that number of Common StockShares determined by multiplying the number of Common Shares for which the Employee desires to exercise Employee's Option by a fraction, the portion numerator of which shall be the result (but not less than zero) obtained by subtracting the Purchase Price then in effect from the fair market value per share (the "Fair Market Value") of the Option Price so paid Common Shares as of the Exercise Date, and the denominator of which shall be equal to such Fair Market Value. For purposes of any computation under this Section 10(c), the Fair Market Value on of Common Shares as of any date shall be deemed to be the Fair Market Value as of the day preceding the date of exercise of the Option on the principal national or regional securities exchange on which the Common Shares are admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the closing price as reported by the Nasdaq National or SmallCap Markets, or if not then listed on the Nasdaq National or SmallCap Markets, the average of the highest reported bid and lowest reported asked prices as reported by the National Association of Securities Dealers, Inc. Over-The- Counter Bulletin Board (the "OTC Bulletin Board"), or if not then publicly traded, the fair market value of the Common Stock surrendered in payment Shares as determined by the Board of Directors of the Company. Payment of such Option Price. Upon receipt Purchase Price shall, in either case, be made by cash or a certified or bank check payable to the order 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 certificate or certificates for the Shares shares as to which the Option shall 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 Employee and if the Awardee Employee shall so request in the notice exercising the Option, shall be registered in the name of the Awardee Employee and the Awardee's spouse, another person jointly, with right of survivorship) and had 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 exercised, pursuant to paragraph 7 hereof, by any person or persons after other than the legal disability or death of the AwardeeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Companynonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the this Option may be exercised upon by written notice to the Company Company, at its principal officeoffice in the State of California, which presently is located at ▇▇▇ 195 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. Such ▇▇ch notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with shares in respect to of which it is being exercised; exercised and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid in (i) cash, certified check, bank draft; (ii) (subject 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent limitations and with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (dprior approval required under Paragraph 3 above) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with certificates for shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered of the Company; or (iii) (subject to the limitations and with the terms and provisions specified pursuant to Paragraph 3 above) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in the principal amount of the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the Shares acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors may specify, equal to at the time of exercise, in the aggregate, the full purchase price of such shares, (iv) by cancellation of indebtedness of the Company to Optionee, (v) by waiver of compensation due or accrued to Optionee for services rendered, (vi) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to exercise his Option Price. Upon and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such notice and payment, Shares to forward the exercise price directly to the Company, as promptly as practicable(vii) provided that a public market for the Company's stock exists, shall deliver or cause through a "margin" commitment from the Optionee and NASD Dealer whereby the Optionee irrevocably elects to be delivered a certificate or certificates representing exercise this Option and to pledge the Shares with respect to which the Option is so exercised. The certificate or certificates for the Shares as to which the Option shall 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, shall be registered 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 after the legal 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. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Company.so

Method of Exercising Option. The Optionee may exercise the Option at any time prior to the termination of the Option with respect to all or any part of the Vested Options. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised upon written notice by timely delivery to the Company at its principal officeof a written notice in the form attached hereto as Exhibit A (the "Exercise Notice"), which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Exercise Notice shall be effective, ▇▇▇▇▇▇▇▇subject to the requirements of this Agreement and of the Plan, ▇▇ ▇▇▇▇▇on the date received by the Company. Such notice (a suggested form of which is attached) The Exercise Notice shall state the Optionee's election to exercise the Option and Option, the number of Vested Options in respect of which an election to exercise has been made, the method of payment elected (see paragraph 5), the exact name or names in which the Shares with respect to which it is then being exercised; shall purchased will be registered and the social security number of the Optionee. The Exercise Notice must be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof Optionee and shall must be accompanied by payment of the full Option aggregate Exercise Price of such Sharesthe Shares then being purchased, determined in accordance with paragraph 2. 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 were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of If the Option Price so paid shall must be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered exercised by a certificate or certificates representing the Shares with respect to which the Option is so exercised. The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising other than the Option (orOptionee pursuant to paragraph 7, if the Option shall Exercise Notice must be exercised signed by the Awardee and if the Awardee shall so request in the notice exercising the Option, shall be registered 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 such other person or persons exercising the Option. In the event the Option shall be exercised by any person or persons after the legal disability or death of the Awardee, such notice shall and must be accompanied by appropriate proof acceptable to the Company of the legal right of such person or persons to exercise the Option. If the Option is exercised by a person other than the Optionee, the Shares issued upon such exercise shall be subject to the limitations applicable to such Shares in the hands of the Optionee. All Shares that delivered by the Company upon exercise of the Vested Options as provided in this Agreement shall be purchased fully paid and nonassessable upon delivery. Unless the Shares issued upon the exercise of the Option as provided herein Vested Options are then the subject of a registration statement effective under the Securities Act (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), the delivery of the Exercise Notice shall be fully paid and non-assessable deemed to be the making by the Companyperson delivering such Exercise Notice of the representations, acknowledgments and agreements which would be contained in the Investment Letter referred to in paragraph 10.

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement and the PlanAgreement, the Option may be exercised upon by written notice to the Company at Company, care of its principal officeChief Financial Officer, which is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise execute the Option and the number of Shares with shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and . Such notice shall either: (a) be accompanied by payment of the full Option Price purchase price of such Shares. The Option Price shall be paid to the Company: (a) In cashshares, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by which event the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. 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 such shares as soon as practicable after the Shares with respect notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company's Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to which the Option is so exercisedorder of the Company or, if applicable pursuant to Paragraph 2 hereof, the transfer of the appropriate shares of stock. The certificate or certificates for the Shares shares as to which the Option shall 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 Employee and if the Awardee Employee shall so request in the notice exercising the Option, shall be registered in the name of the Awardee Employee and the Awardee's spouse, another person jointly, with right of survivorshipsurvivorship or in the name of the Employee's spouse) 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 after the legal 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. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable assessable. As a condition of the issuance of shares hereunder, the Employee agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the CompanyCompany under federal, state or local law as a result of exercise. The Employee may remit such amount by an appropriate reduction of the number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Employee for at least six months).