Common use of Payment of Exercise Price Clause in Contracts

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock Shares owned by the Grantee prior to exercise, valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 20022002 if applicable), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in an Award Agreement, Options shall be exercised by cash in the delivery amount of a written notice of exercise to the Company, setting forth aggregate Exercise Price then in effect for the number of Shares with respect to which the Option is to be Warrants being exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with by surrender to the approval Company of the Committee, delivery shares of Common Stock owned by the Grantee prior to exercise, valued at having an aggregate Fair Market Value (as defined below) on the date of exercise; exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) with the approval by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the Committeeapplicable aggregate Exercise Price therefor, Shares acquired upon equal to the exercise aggregate Exercise Price then in effect for the number of such OptionWarrants being exercised, such Shares valued at Fair Market Value on the date of exercise; or (d) with the approval by a combination of the Committeeaforementioned methods of payment. For purposes of this Agreement, Restricted Shares held the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the Grantee prior to the exercise agreement of the Optionparties in good faith or, valued at Fair Market Value on in the date absence of exercise; or (e) subject such agreement, as determined pursuant to applicable law (including arbitration under the prohibited loan provisions of Section 402 auspices of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the OptionAmerican Arbitration Association.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exerciseexercise (including by attestation), valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided The Exercise Price will be payable in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by in any one or more of the following meansways: (a) in cash, personal check check, bank draft, money order or wire transfertransfer payable to the Corporation; (b) with by delivery to the approval Corporation (either by actual delivery or by attestation) of the Committee, delivery shares of Common Stock (which are owned by the Grantee prior Participant free and clear of all liens and other encumbrances and which are not subject to exercise, valued at the restrictions set forth in Article 6) having an aggregate Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the Exercise Price for the shares being purchased; (c) by requesting that the Corporation withhold such number of Tendered Restricted Shares shall be subject shares of Stock then issuable upon exercise of the Option as will have an aggregate Fair Market Value equal to the same restrictions as Exercise Price for the Tendered Restricted Shares, determined as shares being acquired upon exercise of the Option (and any applicable withholding taxes); (d) by a “net exercise” arrangement under which the Corporation will reduce the number of shares of Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate Exercise Price; provided that the Corporation shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued; and provided further that shares of Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (i) shares are used to pay the Exercise Price pursuant to the “net exercise,” (ii) shares are delivered to the Participant as a result of such exercise, and (iii) shares are withheld to satisfy tax withholding obligations; (e) provided that a public market for the Corporation’s Stock exists, and to the extent permitted by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act: (i) through a “same day sale” commitment from the Participant and a broker- dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay the Exercise Price (or a larger number of the shares so purchased), and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation (and any excess to the Participant); (ii) through a “margin” commitment from the Participant and a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or (f) by any combination of the foregoing. If the Exercise Price is paid in whole or in part in shares of Stock, any portion of the Exercise Price representing a fraction of a share will be paid in cash. The date of exercise of an Option will be determined under procedures established by the OptionCommittee, and the Exercise Price will be payable at such time or times as the Committee, in its discretion, will determine. No shares will be issued or delivered upon exercise of an Option until full payment of the Exercise Price has been made. When full payment of the Exercise Price has been made, the Participant will be considered for all purposes to be the owner of the shares with respect to which payment has been made.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options Payment of the Exercise Price shall be exercised by the delivery made upon exercise of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the an Option is to and may be exercised, accompanied by full payment for the Shares made by in any one or more of the following meansways: (a) cash, personal check By cash or wire transfer;check; or, (b) with If approved by the approval Administrator, then, subject to any legal restrictions, by (i) the surrender of the Committee, delivery shares of Common Stock owned by the Grantee prior to exerciseOptionee that have been held by the Optionee for at least six (6) months, which surrendered shares shall be valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise such exercise; (ii) the delivery to the Company of Optionee's promissory note in a form and on terms acceptable to the Administrator; (iii) the cancellation of indebtedness of the Option, Company to the Optionee; (iv) the waiver of compensation due or accrued to the Optionee for services rendered; or (yv) any combination of the foregoing; or (c) If a public market for the Common Stock exists, by (i) a number of Shares acquired on "same day sale" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option equal 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 number of Tendered Restricted Shares shall be subject Company; or (ii) a "margin" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the same restrictions NASD Dealer in a margin account as security for a loan from the Tendered Restricted Shares, determined as NASD Dealer in the amount of the date Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of exercise of such shares to forward the Option.Exercise Price directly to the Company; or

Payment of Exercise Price. Except as otherwise provided The aggregate Exercise Price for the Vested Option Units exercised on the Automatic Exercise Date (or, if applicable, a later alternative date specified in an Award Agreement, Options accordance with Section 4(b)) shall be exercised paid in full at the time of such exercise, either (i) in cash (including by certified check, bank draft or money order, or wire transfer of immediately available funds) at the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which time the Option is to be exercised, accompanied by full payment for the Shares made by any one ; or more of the following means: (aii) cash, personal check or wire transfer; (b) with the approval of in the Committee, ’s discretion and on such terms as the Committee approves: (A) by delivering or constructively tendering by means of attestation whereby you identify for delivery of Common Stock owned by the Grantee prior to exercise, valued at specific duly endorsed Units having a Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of equal to the Option, or (y) aggregate Exercise Price and receive a number of Shares acquired on exercise of the Option Units equal to the difference between the number of Tendered Restricted Shares shall Units thereby purchased and the number of identified attestation Units (provided that any Units used for this purpose must have been held by you for such minimum period of time, if any, as may be subject established from time to time by the same restrictions Committee), (B) by notice of net issue exercise including a statement directing the Partnership to issue a number of Units as to which the Tendered Restricted SharesOption is exercised, determined but retain from transfer the number of Units with a Fair Market Value as of the date of exercise equal to the aggregate Exercise Price, in which case the Option will be surrendered and cancelled with respect to the number of Units retained by the Partnership, or (C) to the extent permissible under applicable law, through delivery of irrevocable instructions to a broker to sell a sufficient number of the OptionUnits being exercised to cover the aggregate Exercise Price and delivery to the General Partner on behalf of the Partnership (on the same day that the Units issuable upon exercise are delivered) of the amount of sale proceeds required to pay the aggregate Exercise Price; or (iii) any combination of the foregoing having a Fair Market Value on the exercise date equal to the aggregate Exercise Price.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exerciseexercise (including by attestation), valued at their Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at their Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, such shares valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (xa) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (yb) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, valued at their Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided in an Award AgreementTo the extent permitted by Applicable Law, Options shall be exercised by Optionholder may pay the delivery applicable exercise price for any Shares issuable upon exercise of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following meansas follows: (a) cash, personal check by cash or wire transfercheck; (b) with pursuant to a “cashless exercise” program that, prior to the approval issuance of the Committee, delivery of Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the applicable exercise price to the Company from the sales proceeds; (c) by delivery to the Company (either by actual delivery or attestation) of Shares that are already owned by the Grantee prior to exerciseOptionholder free and clear of any liens, valued at claims, encumbrances or security interests, with a Fair Market Value on the date of exercise;exercise equal to the applicable exercise price to be paid, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of the applicable exercise price not satisfied by such delivery is paid by the holder of this Option in cash or other permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated Shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such Shares have been held by Optionholder or the holder of this Option, as applicable, for any minimum period necessary to avoid adverse accounting treatment to the Company as a result of such delivery; or (cd) with to the approval extent permitted by the Board, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise of the Committee, Shares acquired upon Option by the exercise largest whole number of such Option, such Shares valued at shares with a Fair Market Value on the date of exercise; exercise that does not exceed the applicable exercise price, provided that (d1) with the approval of the Committee, Restricted such Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, applicable exercise price will not be exercisable thereafter and (x2) all the Shares acquired on exercise any remaining balance of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as applicable exercise price not satisfied by such net exercise is paid in cash or other permitted form of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Optionpayment.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise Notwithstanding anything contained herein to the Companycontrary, setting forth the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined as follows: X = Y [(A-B)/A] where: “X” equals the number of Warrant Shares to be issued to the Holder; “Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised; “A” equals the Option is to be exercised, accompanied by full payment for the Shares made by any one or more Closing Sale Price of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery shares of Common Stock owned (as reported by Bloomberg Financial Market) as of the Grantee prior to exercise, valued at Fair Market Value Trading Day on the date of exercise; (c) with immediately preceding the approval of Exercise Date); and “B” equals the Committee, Exercise Price then in effect for the applicable Warrant Shares acquired upon at the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason time of such exercise. The Committee may For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in its discretion specify that, if any Restricted Shares (a “Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option cashless exercise” transaction shall be subject deemed to have been acquired by the same restrictions as Holder, and the Tendered Restricted Shares, determined as of holding period for the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Warrant Shares shall be subject deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised and may be tacked on to the same restrictions as the Tendered Restricted Shares, determined as holding period of the date of Warrants being exercised. Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12 (No Fractional Shares), in no event will the exercise of the Optionthis Warrant be settled in cash. 11.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise Notwithstanding anything contained herein to the Companycontrary, setting forth the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined as follows: X = Y [(A-B)/A] where: “X” equals the number of Warrant Shares to be issued to the Holder; “Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised; “A” equals the Option is to be exercised, accompanied by full payment for the Shares made by any one or more Closing Sale Price of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery shares of Common Stock owned (as reported by Bloomberg Financial Market) as of the Grantee prior to exercise, valued at Fair Market Value Trading Day on the date of exercise; (c) with immediately preceding the approval of Exercise Date); and “B” equals the Committee, Exercise Price then in effect for the applicable Warrant Shares acquired upon at the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason time of such exercise. The Committee may For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in its discretion specify that, if any Restricted Shares (a “Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option cashless exercise” transaction shall be subject deemed to have been acquired by the same restrictions as Holder, and the Tendered Restricted Shares, determined as of holding period for the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Warrant Shares shall be subject deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised and may be tacked on to the same restrictions as the Tendered Restricted Shares, determined as holding period of the date of Warrants being exercised. Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12 (No Fractional Shares), in no event will the exercise of the Optionthis Warrant be settled in cash. 11. Limitations on Exercise.

Payment of Exercise Price. Except as otherwise provided The Exercise Price of the shares to be purchased will be paid in an Award Agreementfull at the time of each purchase in one or a combination of the following methods: • in cash or by electronic funds transfer to the Corporation; or • by certified or cashier’s check payable to the order of the Corporation. The Administrator also may, Options shall but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be exercised paid in full or in part by delivery to the Corporation of: • shares of Common Stock already owned by the delivery Optionee, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), and listed or quoted on a written notice recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option and deliver to the CompanyCorporation the amount necessary to pay the Exercise Price (and, setting forth if applicable, the number amount of Shares any related tax withholding obligations). In addition, the Corporation may, with respect to which the Option is to be exercisedAdministrator’s approval, accompanied by full payment for the Shares made by any accept one or more promissory notes from the Optionee in connection with the exercise of the Option; provided that any such note shall be subject to the following meansterms and conditions: (a) cash, personal check or wire transfer;The principal of the note shall not exceed the amount required to be paid to the Corporation upon the exercise of the Option and the note shall be delivered directly to the Corporation in consideration of such exercise. (b) with the approval The initial term of the Committee, delivery of Common Stock owned note shall be determined by the Grantee prior to exerciseAdministrator; provided that the term of the note, valued at Fair Market Value on the date including extensions, shall not exceed a period of exercise;five years. (c) with The note shall provide for full recourse to the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued Optionee and shall bear interest at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held a rate determined by the Grantee prior Administrator, but not less than the interest rate necessary to avoid the imputation of interest under the Code and to avoid any adverse accounting consequences in connection with the exercise of the Option. (d) If the employment or services of the Optionee by or to the Corporation and its Affiliates terminates, valued at Fair Market Value the unpaid principal balance of the note shall become due and payable on the date of exercise30th business day after such termination; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002)provided, through the however, that if a sale of the Shares shares acquired on exercise of the Option through would cause the Optionee to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become due and payable on the 10th business day after the first day on which a broker-dealer to whom sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions) in securities of the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested Corporation by the CompanyOptionee subsequent to such termination. (e) If required by the Administrator or by applicable law, the amount note shall be secured by a pledge of federalany shares or rights financed thereby or other collateral, statein compliance with applicable law. (f) The terms, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify thatrepayment provisions, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise and collateral release provisions of the Option note and the pledge securing the note shall be subject to the same restrictions as the Tendered Restricted Sharesconform with all applicable rules and regulations, determined as including those of the date of exercise Federal Reserve Board and any applicable state law, as then in effect. An Option will qualify as an ISO only if it meets all of the Option, or (y) a number of Shares acquired on exercise applicable requirements of the Code. If the Option equal to is designated as an ISO, the number Option may be rendered a nonqualified stock option if the Administrator permits the use of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as one or more of the date of exercise of the Optionnon-cash payment alternatives referenced above.

Payment of Exercise Price. Except as otherwise provided This option may be exercised, in an Award Agreementpart or in whole, Options shall be exercised only by the delivery of a written notice of exercise request to the Company, setting forth Corporation accompanied by payment of the number of Shares exercise price in full either (i) in cash for the shares with respect to which the Option it is to be exercised, accompanied or (ii) by full payment for delivering shares of Common Stock or a combination of shares and cash having an aggregate Fair Market Value (as defined in the Shares made by any one or more Plan) equal to the exercise price of the following means: shares being purchased; provided, however, that shares of Common Stock delivered by the Optionee may be accepted as full or partial payment of the exercise price for any exercise of the option hereunder only if the shares have been held by the Optionee for at least six (6) months. To the extent required by the Corporation, Optionee shall also tender at the time of exercise an amount equal to the amount of federal and state withholding taxes due in connection with such exercise. To this end, the Optionee shall either: (a) pay the Corporation the amount of tax to be withheld in cash, personal check or wire transfer; ; (b) with deliver to the approval Corporation other shares of the Committee, delivery of Common Stock owned by the Grantee Optionee prior to exercise, valued at such date having an aggregate Fair Market Value on the date on which the amount of exercise; tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, including payroll taxes), provided that the previously owned shares delivered in satisfaction of the withholding obligations must have been held by the participant for at least six (6) months; (c) with make a payment to the approval Corporation consisting of a combination of both (a) and (b) above; or (d) request that the Committee, Shares acquired upon Corporation cause to be withheld a number of shares of Stock otherwise due the exercise of such Option, such Shares valued at Optionee hereunder having a Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company which the amount of sale proceeds sufficient tax to pay for such Shares, together with, if requested by the Company, be withheld is determined which does not exceed the amount of federaltax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, stateincluding payroll taxes); provided, local or foreign withholding taxes payable however, that shares may be withheld by Grantee by reason of the Corporation only if such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Optionwithheld shares have vested.

Payment of Exercise Price. Except as otherwise provided in an Award AgreementUpon any exercise of the Option, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth total Exercise Price for the number of Shares with respect to shares of Stock for which the Option is then being exercised shall be paid in full to be exercised, accompanied by full payment for the Shares made by Corporation in any one or more of the following meansways: (a) in cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned if permitted by the Grantee prior to Committee on the date of exercise, valued at in shares of Stock having an aggregate Fair Market Value on the exercise date equal to the Exercise Price for the shares of exerciseStock being purchased; (c) with if permitted by the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value Committee on the date of exercise, by requesting that the Corporation withhold such number of shares of Stock then issuable upon exercise of the Option as will have a Fair Market Value equal to the Exercise Price for the shares of Stock being acquired upon exercise of the Option (and any applicable withholding taxes); (d) with provided that a public market for the approval Corporation’s Stock exists, and to the extent permitted by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002: (i) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the CommitteeFinancial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to exercise the Option and sell a portion of the shares of Stock so purchased to pay the Exercise Price (or a larger number of shares of Stock so purchased), Restricted Shares held by and whereby the Grantee prior FINRA Dealer irrevocably commits upon receipt of such shares of Stock to forward the purchase price directly to the Corporation (and any excess to the Participant); or (ii) through a “margin” commitment from the Participant and a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the shares of Stock so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Optionpurchase price, valued at Fair Market Value on and whereby the date FINRA Dealer irrevocably commits upon receipt of exercisesuch shares of Stock to forward the purchase price directly to the Corporation; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 by any combination of the Sarbanes Oxley Act foregoing. If the Exercise Price is paid in whole or in part in shares of 2002)Stock, through the sale any portion of the Shares acquired on exercise Exercise Price representing a fraction of a share must be paid in cash. When full payment of the Option through a broker-dealer to whom the Grantee Exercise Price has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Companybeen made, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay Participant will be considered for all purposes the Exercise Price, (x) all the Shares acquired on exercise owner of the Option shall be shares of Stock with respect to which payment has been made, subject to the same restrictions as set forth in the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the OptionPlan.

Payment of Exercise Price. Except as otherwise provided The Exercise Price of the shares to be purchased will be paid in an Award Agreementfull at the time of each purchase in one or a combination of the following methods: · in cash or by electronic funds transfer to the Corporation; or · by certified or cashier’s check payable to the order of the Corporation. The Administrator also may, Options shall but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be exercised paid in full or in part by delivery to the Corporation of: · shares of Common Stock already owned by the delivery Optionee, valued at their Fair Market Value on the exercise date; and/or · if the Common Stock is then registered under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), and listed or quoted on a written notice recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option and deliver to the CompanyCorporation the amount necessary to pay the Exercise Price (and, setting forth if applicable, the number amount of Shares any related tax withholding obligations). In addition, the Corporation may, with respect to which the Option is to be exercisedAdministrator’s approval, accompanied by full payment for the Shares made by any accept one or more promissory notes from the Optionee in connection with the exercise of the Option; provided that any such note shall be subject to the following meansterms and conditions: (a) cash, personal check or wire transfer;The principal of the note shall not exceed the amount required to be paid to the Corporation upon the exercise of the Option and the note shall be delivered directly to the Corporation in consideration of such exercise. (b) with the approval The initial term of the Committee, delivery of Common Stock owned note shall be determined by the Grantee prior to exerciseAdministrator; provided that the term of the note, valued at Fair Market Value on the date including extensions, shall not exceed a period of exercise;five years. (c) with The note shall provide for full recourse to the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued Optionee and shall bear interest at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held a rate determined by the Grantee prior Administrator, but not less than the interest rate necessary to avoid the imputation of interest under the Code and to avoid any adverse accounting consequences in connection with the exercise of the Option. (d) If the employment or services of the Optionee by or to the Corporation and its Affiliates terminates, valued at Fair Market Value the unpaid principal balance of the note shall become due and payable on the date of exercise30th business day after such termination; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002)provided, through the however, that if a sale of the Shares shares acquired on exercise of the Option through would cause the Optionee to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become due and payable on the 10th business day after the first day on which a broker-dealer to whom sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions) in securities of the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested Corporation by the CompanyOptionee subsequent to such termination. (e) If required by the Administrator or by applicable law, the amount note shall be secured by a pledge of federalany shares or rights financed thereby or other collateral, statein compliance with applicable law. (f) The terms, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify thatrepayment provisions, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise and collateral release provisions of the Option note and the pledge securing the note shall be subject to the same restrictions as the Tendered Restricted Sharesconform with all applicable rules and regulations, determined as including those of the date of exercise Federal Reserve Board and any applicable state law, as then in effect. An Option will qualify as an ISO only if it meets all of the Option, or (y) a number of Shares acquired on exercise applicable requirements of the Code. If the Option equal to is designated as an ISO, the number Option may be rendered a nonqualified stock option if the Administrator permits the use of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as one or more of the date of exercise of the Optionnon-cash payment alternatives referenced above.

Payment of Exercise Price. Except as otherwise provided The total purchase price of the shares of Common Stock to be purchased upon exercise of an Option will be paid entirely in an Award Agreementcash (including check, Options shall be exercised bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the delivery Committee, may allow such payments to be made, in whole or in part, by (i) tender of a written notice Broker Exercise Notice; (ii) by tender, either by actual delivery or attestation as to ownership, of exercise Previously Acquired Shares; (iii) a “net exercise” of the Option (as further described in paragraph (b), below); (iv) by a combination of such methods; or (v) any other method approved or accepted by the Committee in its sole discretion. Notwithstanding any other provision of this Plan to the Companycontrary, setting forth no Participant who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act will be permitted to make payment with respect to any Awards granted under this Plan or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. In the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the Option from the Participant but will reduce the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery shares of Common Stock owned issued upon the exercise by the Grantee prior to exercise, valued at largest number of whole shares that has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price for the shares exercised under this method. Shares of exercise; Common Stock will no longer be outstanding under an Option (cand will therefore not thereafter be exercisable) with the approval of the Committee, Shares acquired upon following the exercise of such OptionOption to the extent of (i) shares used to pay the exercise price of an Option under the “net exercise,” (ii) shares actually delivered to the Participant as a result of such exercise and (iii) any shares withheld for purposes of tax withholding pursuant to Section 12 of this Plan. For purposes of such payment, such Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the exercise date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise Notwithstanding anything contained herein to the Companycontrary, setting forth the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined as follows: X = Y [(A-B)/A] where: “X” equals the number of Warrant Shares to be issued to the Holder; “Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised; “A” equals the Option is to be exercised, accompanied by full payment for the Shares made by any one or more Closing Sale Price of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery shares of Common Stock owned by as of the Grantee prior to exercise, valued at Fair Market Value Trading Day on the date of exercise; (c) with immediately preceding the approval of Exercise Date; and “B” equals the Committee, Exercise Price then in effect for the applicable Warrant Shares acquired upon at the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason time of such exercise. The Committee may For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in its discretion specify that, if any Restricted Shares (a “Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option cashless exercise” transaction shall be subject deemed to have been acquired by the same restrictions as Holder, and the Tendered Restricted Shares, determined as of holding period for the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Warrant Shares shall be subject deemed to have commenced, on the Original Issuance Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised and may be tacked on to the same restrictions as the Tendered Restricted Shares, determined as holding period of the date of Warrants being exercised. Except as set forth in Section 12 (No Fractional Shares), in no event will the exercise of the Optionthis Warrant be settled in cash.

Payment of Exercise Price. Except as otherwise provided This option may be exercised, in an Award Agreementpart or in whole, Options shall be exercised only by the delivery of a written notice of exercise request to the Company, setting forth Corporation accompanied by payment of the number of Shares exercise price in full either (i) in cash for the shares with respect to which the Option it is to be exercised, accompanied or (ii) by full payment for delivering shares of Common Stock or a combination of shares and cash having an aggregate Fair Market Value (as defined in the Shares made by any one or more Plan) equal to the exercise price of the following means: shares being purchased; provided, however, that shares of Common Stock delivered by the Optionee may be accepted as full or partial payment of the exercise price for any exercise of the option hereunder only if the shares have been held by the Optionee for at least six (6) months. To the extent required by the Corporation, Optionee shall also tender at the time of exercise an amount equal to the amount of federal and state withholding taxes due in connection with such exercise. To this end, the Optionee shall either: (a) pay the Corporation the amount of tax to be withheld in cash, personal check or wire transfer; ; (b) with deliver to the approval Corporation other shares of the Committee, delivery of Common Stock owned by the Grantee Optionee prior to exercise, valued at such date having an aggregate Fair Market Value on the date on which the amount of exercise; tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, including payroll taxes), provided that the previously owned shares delivered in satisfaction of the withholding obligations must have been held by the participant for at least six (6) months; (c) with make a payment to the approval Corporation consisting of a combination of both (a) and (b) above; or (d) request that the Committee, Shares acquired upon Corporation cause to be withheld a number of shares of Stock otherwise due the exercise of such Option, such Shares valued at Optionee hereunder having a Fair Market Value on the date on which the amount of exercise; tax to be withheld is determined which does not exceed the amount of tax required to be withheld (d) with based on the approval statutory minimum withholding rates for federal and state tax purposes, including payroll taxes); provided, however, that shares may be withheld by the Corporation only if such withheld shares have vested. Taxes on Perquisites /Other taxes. Optionee hereby acknowledges that the value of the CommitteePerquisites enjoyed by virtue of the exercise of the options under the Plan may be liable to be taxed to the extent the Optionee is an employee of iGATE Global Solutions Limited. Optionee hereby agrees that the Corporation or iGATE Global Solutions Limited is entitled to recover the amount of applicable taxes, Restricted Shares held including Perquisite tax under the India Income Tax Act. The Optionee further hereby agrees to pay to the Corporation or iGATE Global Solutions Limited as may be determined by the Grantee prior Corporation or iGATE Global Solutions Limited the amount of the tax liability arising on account of the exercise of the options or on account of any other event under the Plan either today or at a future date including but not limited to tax on perquisites or any other applicable tax as may be levied by any statutory body in regard to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Optionoptions.

Payment of Exercise Price. Except as otherwise provided The aggregate Exercise Price for the Vested Option Units exercised on the Exercise Date (or, if applicable, a later alternative date specified in an Award Agreement, Options accordance with Section 4(b)) shall be exercised paid in full at the time of such exercise, either (i) in cash (including by certified check, bank draft or money order, or wire transfer of immediately available funds) at the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which time the Option is to be exercised, accompanied ; or (ii) in the Administrator’s discretion and on such terms as the Administrator approves: (A) by full payment delivering or constructively tendering by means of attestation whereby you identify for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, valued at specific duly endorsed Units having a Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of equal to the Option, or (y) aggregate Exercise Price and receive a number of Shares acquired on exercise of the Option Units equal to the difference between the number of Tendered Restricted Shares shall Units thereby purchased and the number of identified attestation Units (provided that any Units used for this purpose must have been held by you for such minimum period of time, if any, as may be subject established from time to time by the same restrictions Administrator), (B) by notice of net issue exercise including a statement directing the Partnership to issue a number of Units as to which the Tendered Restricted SharesOption is exercised, determined but retain from transfer the number of Units with a Fair Market Value as of the date of exercise equal to the aggregate Exercise Price, in which case the Option will be surrendered and cancelled with respect to the number of Units retained by the Partnership, or (C) to the extent permissible under applicable law, through delivery of irrevocable instructions to a broker to sell a sufficient number of the OptionUnits being exercised to cover the aggregate Exercise Price and delivery to the General Partner on behalf of the Partnership (on the same day that the Units issuable upon exercise are delivered) of the amount of sale proceeds required to pay the aggregate Exercise Price; or (iii) any combination of the foregoing having a Fair Market Value on the exercise date equal to the aggregate Exercise Price.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options The exercise price of Shares purchased upon exercise of the Option shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by paid in full payment for the Shares made by any one or more of the following means: (a) in cash, personal check or wire transfer; (b) by delivery to the Trust of Shares (which may include Shares issued in connection with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Optionthe Option or, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior respect to the exercise of the portion of the Option that is a Non-Qualified Stock Option, valued at Fair Market Value on the date of exercise; or (e) Restricted Shares, in each case subject to such rules as the Committee deems appropriate), (c) in any combination of cash and Shares, or (d) by delivery of such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program under which, if so instructed by the prohibited loan provisions of Section 402 Optionee, Shares may be issued directly to the Optionee's broker or dealer against receipt of the Sarbanes Oxley Act of 2002exercise price in cash from the broker or dealer), through . In the sale event that any Shares shall be transferred to the Trust to satisfy all or any part of the Shares acquired on exercise price, the part of the Option through a broker-dealer exercise price deemed to whom have been satisfied by such transfer of Shares shall be equal to the Grantee has submitted an irrevocable notice product derived by multiplying the Fair Market Value as of the date of exercise and irrevocable instructions to deliver promptly times the number of Shares transferred to the Company Trust. The Optionee may not transfer to the amount Trust in satisfaction of sale proceeds sufficient the exercise price any fraction of a Share, and any portion of the exercise price that would represent less than a full Share must be paid in cash by the Optionee. If payment in full or part is to pay for such be made in the form of Restricted Shares, together with, if requested by the Company, the amount an equivalent number of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired issued on exercise of the Option shall be subject to the same restrictions as and conditions for the Tendered Restricted Shares, determined as remainder of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal Award Period applicable to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Optionsurrendered therefor.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall An Option that is exercisable hereunder may be exercised by delivery to USPL on any business day, at its principal office, addressed to the delivery attention of a the Vice President and General Counsel, of written notice of exercise to the Companyexercise, setting forth which notice shall specify the number of Shares shares with respect to which the Option is being exercised, and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised, except as provided below. The minimum number of shares of Stock with respect to which an Option may be exercised, accompanied by full payment in whole or in part, at any time shall be the lesser of 100 shares or the maximum number of shares available for purchase under the Option the time of exercise. Payment of the Option Price for the Shares shares of Stock purchased pursuant to the exercise of an Option shall be made by any one (i) in cash or more in cash equivalents; (ii) through the tender to USPL of shares of Stock, which shares shall be valued, for purposes of determining the following means: extent to which the Option Price has been paid thereby, at their fair market value (adetermined in the manner described in the Plan) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, valued at Fair Market Value on the date of exercise; ; (ciii) with by delivering a written direction to USPL that the approval Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay for exercise of the Committee, Shares acquired Option are delivered to USPL by a broker upon receipt of stock certificates from USPL) or a cashless exercise/loan procedure (pursuant to which the Optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to USPL whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to USPL cash (or cash equivalent acceptable to USPL) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of such Optionthe Option plus the amount (if any) of federal and other taxes that USPL, such Shares valued at Fair Market Value on the date of exercise; (d) may, in its sole judgment, be required to withhold with the approval of the Committee, Restricted Shares held by the Grantee prior respect to the exercise of the Option; (iv) to the extent permitted by applicable law and under the terms of the Option Agreement with respect to such Option, by the delivery of a promissory note of the Optionee to USPL on such terms as shall be set out in such Option Agreement and as shall be acceptable to the Company in its sole discretion; or (v) by combination of methods described in (i), (ii), (iii) and (iv). Payment in full of the Option Price need not accompany the written notice of exercise if the Option is exercised pursuant to the cashless exercise/sale procedure described above. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and of no force and effect. Promptly after the exercise of an Option, the individual exercising the Option shall be entitled to the issuance of the Stock certificate or certificates evidencing his ownership of such shares. A separate Stock certificate or certificates shall be issued for any shares purchased pursuant to the exercise of an Option that is intended to be an Incentive Stock Option, which certificate or certificates shall not include any shares purchased pursuant to the exercise of an Option that is not an Incentive Stock Option. An individual holding or exercising an Option shall have none of the rights of a shareholder until the shares of Stock covered thereby are fully paid and issued to him and, except as provided in Section 18 below, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Exercise Price shall be valued at Fair Market Value on the basis of their fair market value of Common Stock of the Company on the date of exercise; or (e) subject delivery of such certificates to applicable law (including the prohibited loan provisions Company, accompanied by an assignment of Section 402 stock to the Company. Any assignment of stock shall be in a form and substance satisfactory to the Secretary of the Sarbanes Oxley Act Company, including guarantees of 2002), through signature(s) and payment of all transfer taxes if he deems such necessary or desirable. The requirement of payment in cash shall be deemed satisfied if the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly Optionee shall have made arrangements satisfactory to the Company with a broker that is a member of the amount National Association of sale proceeds Securities Dealers, Inc. to sell a sufficient to pay for such number of the Common Shares, together withwhich are being purchased pursuant to the exercise, if requested by so that the Company, net proceeds of the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay sale transaction will at least equal the aggregate Exercise Price, plus interest at the Applicable Federal Rate (x) all the Shares acquired on exercise as that term is defined in Section 1274 of the Option shall be subject to Code) for the same restrictions as the Tendered Restricted Shares, determined as of period from the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise payment, and pursuant to which the broker undertakes to deliver the aggregate Exercise Price, plus such interest, to the Company not later than the date on which the sale transaction will settle in the ordinary course of the Optionbusiness.

Payment of Exercise Price. Except as otherwise provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, exercise valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares Option valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, Option valued at the Fair Market Value of a Share on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the United States Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means: (a) cash, personal check or wire transfer; (b) with the approval of the Committee, delivery of Common Stock Ordinary Shares owned by the Grantee prior to exercise, valued at Fair Market Value on the date of exercise; (c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise; (d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options The entire Exercise Price of the Option shall be exercised by payable in full at the delivery of a written notice time of exercise to the Companyextent permitted by applicable statutes and regulations, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following meanseither: (a) cash, personal in cash or by certified or bank check or wire transferat the time the Option is exercised; (b) with pursuant to a fully-executed agreement providing for the approval cancellation of indebtedness of the CommitteeCompany to Optionee; (c) pursuant to a promissory note issued by the Optionee to the Company (subject to approval by the Company); (d) by surrender of previously acquired Shares, delivery of Common Stock duly endorsed for transfer to the Company, that (i) have been owned by the Grantee prior Optionee for more than six months on the date of surrender or such other period as may be required to exerciseavoid a charge to the Company’s earnings, valued at and (ii) have a Fair Market Value on the date of exercisesurrender equal to the aggregate exercise price of Shares to be purchased by the Optionee as to which such Option shall be exercised (“Stock for Stock Exchange”); (ce) by written notice of the Optionee’s intention to effect a cashless exercise, including a calculation of the number of Shares of Common Stock to be issued upon such exercise in accordance with the approval terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, the Optionee shall surrender this Option for that number of Shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the CommitteeCommon Stock and the Exercise Price, Shares acquired and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 1,000 Options with a per Option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the exercise holder will receive 625 shares of such Option, such Shares valued at Fair Common Stock. Market Value Price is defined as the average of the last reported sale prices on the date of exercise; principal trading market for the Common Stock during the five (d5) with the approval trading days immediately preceding such date; pursuant to any combination of the Committee, Restricted Shares held by the Grantee prior to the exercise foregoing methods of the Option, valued at Fair Market Value on the date of exercisepayment; or (ef) subject to applicable law (including by such other form of legal consideration and method of payment for the prohibited loan provisions issuance of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly that may be acceptable to the Company Committee (e.g., by reduction in the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise. The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on otherwise deliverable upon exercise of the Option with a Fair Market Value equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Optionaggregate Exercise Price).