Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, (i) at the election of the Optionee, (i) by cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, by certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such date. As promptly as practicable after receipt of such written notice and paymentexercise, the Company Company, in lieu of delivering the fractional share thereof, shall deliver pay to Optionee certificates for the number Warrantholder an amount in cash equal to the Market Price on the date of shares with respect to which such Option has been so exercisedexercise, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined below.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's ’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, This Option shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's ’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current market price of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined below.

Procedure for Exercise. The Option herein granted may be ----------------------- exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election if approved by Optionee the Committee, a copy of irrevocable instructions to have a broker to deliver promptly to the Company withhold shares the amount of Common Stock issuable upon sale or loan proceeds necessary to pay the exercise price of the OptionOptions being exercised or such other form of payment of the exercise price of this Option as the Committee shall, in its sole and absolute discretion, determine to be acceptable, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Optionee may exercise the Option herein granted may be exercised by the delivery by Optionee of delivering written notice to the Secretary of the Company setting forth including the number of shares of Common Stock with respect to which the Option is being exercisedexercised and the address to which the certificates for such shares are to be mailed. The notice shall be accompanied by, at the election of the Optionee’s choice, (i) cash, cashier's ’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore already owned by Optionee the Optionee, duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate Exercise Price. The Committee, in its sole discretion, may allow the Optionee to exercise pricethe Option under a “cashless exercise” arrangement as described in Section VII(d) of the Plan. Notice The Optionee may also be delivered deliver the notice by telecopy telecopy, provided that the exercise price Company receives the Exercise Price of such shares is received by the Company via wire transfer on the same day it receives the telecopy transmission is received by of the Companynotice. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, Option shall be deemed to have been exercised immediately prior to before the close of business on the date the Company receives (i) written notice of such exercise and (ii) payment in full of the exercise price Exercise Price for the number of shares for which Options are being exercised, are both received by and the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to the Optionee certificates for the number of shares with respect to which such the Option has been so exercised, issued in the Optionee's ’s name or such other name as the Optionee directs; provided, however, that such delivery . Delivery shall be deemed effected for all purposes when a the Company’s stock transfer agent of the Company shall have deposited deposits such certificates in the United States mail, addressed to the Optionee at the address specified pursuant to this Section 4in the exercise notice.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(A), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The RIGHTS AS A STOCKHOLDER. Unless otherwise provided in the Option herein granted Agreement, each Option shall be exercisable to twenty-five percent (25%) of the shares subject to the Option twelve months after the vesting commencement date set forth in the Option Agreement and twenty-five percent (25%) of the shares subject to the Option each twelve months thereafter. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the delivery by Optionee of written notice person entitled to exercise the Secretary of Option and full payment for the Company setting forth the number of shares of Common Stock Shares with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is exercised has been received by the Company. The notice Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance exist with this Plan, shall be deemed to have been exercised immediately prior respect to the close of business on Optioned Stock, notwithstanding the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such dateOption. As promptly as practicable after receipt of such written notice notification and payment, the Company shall deliver to Optionee the optionee certificates for the number of shares with respect to which such Option option has been so exercised, issued in Optioneethe optionee's name or such other name as Optionee directsname; providedPROVIDED, howeverHOWEVER, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee the optionee, at the address specified pursuant to this paragraph 5(d). No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 411 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

Procedure for Exercise. The Option herein granted may be exercised by the delivery written notice by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercisedto be exercised accompanied by payment for the shares to be purchased, and specifying the address to which the certificate for such shares is to be mailed. The notice shall be accompanied by, at the election of the Optionee, by (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, or other immediately available funds, or (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. The Optionee may initiate a "cashless exercise" as described in the Plan. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 43.

Procedure for Exercise. The Optionee may exercise the Option herein granted may be exercised by the delivery by Optionee of delivering written notice to the Secretary of the Company setting forth including the number of shares of Common Stock with respect to which the Option is being exercisedexercised and the address to which the certificates for such shares are to be mailed. The notice shall be accompanied by, at the election of the Optionee’s choice, (i) cash, cashier's ’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore already owned by Optionee the Optionee, duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate Exercise Price. The Committee, in its sole discretion, may allow the Optionee to exercise pricethe Option under a “cashless exercise” arrangement as described in Section VII(d) of the Plan. Notice The Optionee may also be delivered deliver the notice by telecopy telecopy, provided that the exercise price Company receives the Exercise Price of such shares is received by the Company via wire transfer on the same day it receives the telecopy transmission is received by of the Companynotice. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, Option shall be deemed to have been exercised immediately prior to before the close of business on the date the Company receives (i) written notice of such exercise and (ii) payment in full of the exercise price Exercise Price for the number of shares for which Options are being exercised, are both received by and the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to the Optionee certificates for the number of shares with respect to which such the Option has been so exercised, issued in the Optionee's ’s name or such other name as the Optionee directs; provided, however, that such delivery . Delivery shall be deemed effected for all purposes when a the Company’s stock transfer agent of the Company shall have deposited deposits such certificates in the United States mail, addressed to the Optionee at the address specified pursuant to this Section 4in the exercise notice.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares Shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of an exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding ten Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the Current Market Price of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined below.

Procedure for Exercise. (A) The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, (i) at the election of the Optionee, (i) by cash, cashier's ’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, certificates representing shares “mature shares” of Common Stock theretofore owned by the Optionee duly endorsed for transfer to the Company, (iii) an election a combination of (i) and (ii); or (iv) upon conditions established by Optionee to have the Company withhold Committee, by surrender of the Option without payment of any other consideration, commission or remuneration (“Cashless Net Exercise”). (B) In the event the Option is exercised by Cashless Net Exercise, the number of shares of Common Stock issuable that will be received upon such exercise shall equal (x) the number of shares of Common Stock as to which the OptionOption is being exercised, or multiplied by (ivy) any combination a fraction, the numerator of which is the precedingfair market value per share of Common Stock (on the date of exercise) less the Exercise Price, equal in and the denominator of which is such fair market value per share of Common Stock, rounded down to the aggregate exercise price. nearest whole number of shares, and the Company shall pay Optionee cash in an amount equal to the fair market value of any fractional shares. (C) Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by delivered to the Company via wire transfer on the same day the telecopy transmission fax is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, the Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which the Options are being exercised, exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's ’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 46(d).” (b) Section 18 of the Agreement is amended in its entirety to read as follows:

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, (i) at the election of the Optionee, (i) by cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, by certificates representing shares "mature shares" of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. For purposes of this Option Agreement, "mature shares" means shares of Common Stock that Optionee has held free of any transferability restrictions or risk of forfeiture for at least six (6) months. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates certifi cates for such shares are to be mailed. An option to purchase shares of Common o▇ ▇▇▇mon Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (ex cept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to the holder of such shares at the close of business on the date (i) written notice of such exercise and (ii) payment in full of next succeeding date-on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current market price of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4deter-mined below.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4. In addition, Optionee may exercise the Option by delivering a written notice to the Secretary of the Company, directing (a) an immediate market sale or margin loan respecting all or a part of the shares of Stock to which he is entitled upon exercise of the Option pursuant to an extension of credit by the Company to Optionee of the exercise price, (b) the delivery of the shares of Stock from the Company directly to a brokerage firm, and (c) the delivery of the exercise price from the sale or margin loan proceeds from the brokerage firm directly to the Company.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five (5) Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Market Price, of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined below.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, by (i) cash, cashier's ’s check, bank draft, or postal or express money order payable to the order of the Company, or wire transfer, (ii) certificates representing if permitted by the Committee, shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election if permitted by Optionee to have the Company withhold Committee, the Company’s withholding of shares of Common Stock issuable upon that would otherwise be issued on exercise of the Option, (iv) if the Stock is registered under the Securities Exchange Act of 1934, as amended, and to the extent permitted by law, instructions to a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board, (v) such other consideration as the Committee may permit, or (ivvi) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Companyfacsimile. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, The Option shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are the Option is being exercised, exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's ’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The RIGHTS AS A STOCKHOLDER. Any Option herein granted hereunder shall be exercisable at such times and under such conditions as determined by the Board, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the delivery by Optionee of written notice person entitled to exercise the Secretary of Option and full payment for the Company setting forth the number of shares of Common Stock Shares with respect to which the Option is being exercisedexercised has been received by the Company. The notice shall be accompanied byFull payment may, at as authorized by the election Board, consist of any consideration and method of payment allowable under Section 8(b) of the Optionee, Plan. Until the issuance (i) cash, cashier's check, bank draft, as evidenced by the appropriate entry on the books of the Company or postal or express money order payable to the order of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the CompanyOptioned Stock, notwithstanding the exercise of the Option. The Company shall issue (iiior cause to be issued) an election by Optionee to have the Company withhold shares of Common Stock issuable such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, or (iv) any combination except as provided in Section 11 of the precedingPlan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, equal in value to both for purposes of the aggregate exercise price. Notice may also be delivered by telecopy provided that Plan and for sale under the exercise price of such shares is received Option, by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address number of Shares as to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being Option is exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the share ---------------------- purchase rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the share purchase rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the Current Market Price of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4defined below.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of stock transfer books are open. No fractional shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, : (ia) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, ; (iib) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, ; (iiic) an a “cashless exercise” election by whereby the Optionee to have instructs the Company to withhold the number of shares of Common Stock the fair market value, the less the exercise price, of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or ; or (ivd) any combination of the preceding, equal in the value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, hereunder shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver cause the shares being purchased to be issued to the Optionee certificates for and to record the number issuance of such shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, (i) at the election of the Optionee, (i) by cash, cashier's ’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, by certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the name in which such shares are issued and the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's ’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.