Common use of TERM AND EXERCISE OF OPTIONS Clause in Contracts

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (b) The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder and delivered to the Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (b) The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) 3 on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder and delivered to the Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable date ten years after the date of this Agreement ("Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereofDate"). (b) The Converted Option shall be exercisable in whole or in part; PROVIDED PROVIDED, HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder Advisory Director together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, office to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option HolderAdvisory Director. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement exercise shall be returned as soon as practicable following the date on which the properly completed notice is delivered to himthe Corporate Secretary and shall be in no event later than three business days after such date. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") Stock owned by the Option Holder Advisory Director and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life of the Option HolderAdvisory Director, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder Advisory Director (or in the name of the person(s) designated by the Advisory Director) and delivered to the Option Holder Advisory Director (or the person(s) designated by the Advisory Director) as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable the Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable date ten years after the date of this Agreement ("Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereofDate"). (b) The Converted Option shall be exercisable in whole or in part; PROVIDED PROVIDED, HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder Advisory Director together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option HolderAdvisory Director. The Option Holder Advisory Director may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life of the Option HolderAdvisory Director, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder Advisory Director and delivered to the Option Holder Advisory Director as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable the Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (b) The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other 3 documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder and delivered to the Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (ai) Each Converted The Board shall determine the exercisability period, vesting schedule, and expiration date of each Option in the Award Agreement governing such Option; provided, however, that no Option shall be exercisable as to an Optioned Share at any time beginning on more than ten years after the date of this Agreement and ending on grant (or more than five years after the Applicable Expiration Date date of grant in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder). In no event shall an Option granted to an employee who is a non-exempt employee for such Optioned Share; PROVIDEDpurposes of overtime pay under the U.S. Fair Labor Standards Act of 1938 be exercisable earlier than six (6) months after its date of grant. The Board shall also determine the performance or other conditions, HOWEVERif any, that the Converted must be satisfied before all or part of an Option shall may be subject to earlier expiration as provided in section 2(f) hereofexercised. (bii) The Converted An Option shall may be exercisable in whole exercised for all or in part; PROVIDED HOWEVER, that no partial exercise any portion of the Converted Option shall be for an aggregate Applicable Exercise Price shares of less than One Thousand Dollars ($1,000)Common Stock as to which it is exercisable and vested. The partial exercise of a Converted an Option shall not cause the expiration, termination termination, or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (ciii) The Converted An Option shall be exercised by delivering written notice to the Corporation's Company’s principal office, to the attention of its Corporate Secretary, no less than three (3) one business days day in advance of the effective date of the proposed exerciseexercise in a form of notice or exercise agreement approved by the Board (which notice or exercise agreement need not be the same for each Participant). Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares shares of Common Stock with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, exercise and shall be signed by the Option HolderParticipant. The Option Holder Such notice may withdraw such notice be withdrawn in writing at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. The Board shall determine the methods by which the Exercise Price of an Option and any tax-related obligations may be paid, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise form of the Converted Option shall be made on the effective date of such exercise either (i) in payment, including, without limitation, cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with (through actual tender or by attestation) or other property, and the balance in cash, methods by certified check, bank cashier's check which shares of stock shall be delivered or wire transferdeemed to be delivered to Participants. Any payment in The Board may specify a reasonable minimum number of shares of Common Stock shall that may be effected by purchased on any exercise of an Option; provided, that such minimum number will not prevent Participant from exercising the delivery Option for the full number of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to timeCommon Stock for which it is then exercisable. (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (eiv) Certificates for shares of Common Stock purchased upon the exercise of the Converted an Option shall be issued in the name of the Option Holder Participant or other person entitled to receive such shares, and delivered to the Option Holder Participant or such other person as soon as practicable following the effective date on which the Converted Option is exercisedExercise Date. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (b) The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) 3 on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder and delivered to the Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a1) Each Converted The Committee shall determine the vesting schedule and expiration date of each Option; provided, however, that no Incentive Stock Option shall be exercisable as to an Optioned Share at any time beginning on more than 10 years after the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereofgrant. (b2) The Converted An Option shall may be exercisable in whole exercised for all or in part; PROVIDED HOWEVERany portion of the shares as to which it is exercisable, provided, that no partial exercise of the Converted an Option shall be for an aggregate Applicable Exercise Price exercise price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c3) The Converted An Option shall be exercised by delivering notice (in the form attached to the CorporationAward Agreement, if a form of notice is attached) to the Company's principal office, to the attention of its Corporate Secretary, no less than three (3) one business days day in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares shares of Common Stock with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, exercise and shall be signed by the Option HolderParticipant or other person then having the right to exercise the Option. The Option Holder Such notice may withdraw such notice be withdrawn at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares shares of Common Stock purchased upon the exercise of the Converted an Option shall be made on the effective date of such exercise either by one or a combination of the following means: (i) in cash, by certified check, bank cashier's check or wire transfer or transfer; (ii) subject by delivering a properly executed exercise notice to the approval Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the full amount of the Corporationpurchase price, in (iii) by delivering shares of common stock of the Corporation ("Common Stock") Stock owned by the Option Holder and Participant with appropriate stock powers, (iv) by electing to have the Company retain shares of Common Stock which would otherwise be issued on the exercise of the Option, or (v) any combination of the foregoing forms. In determining the number of shares of Common Stock necessary to be delivered to or retained by the Company, such shares shall be valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to timeexercise date. (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e4) Certificates for shares of Common Stock purchased upon the exercise of the Converted an Option shall be issued in the name of the Option Holder Participant or other person entitled to receive such shares, and delivered to the Option Holder Participant or such other person as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (b) The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased upon the exercise of the Converted Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) subject to the approval of the Corporation, in shares of common stock of the Corporation ("Common Stock") owned by the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time.. 3 (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder and delivered to the Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (a) Each Converted Option shall be exercisable as to an Optioned Share at any time beginning on the date of this Agreement and ending on the Applicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (b) The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option 11.1 Options shall be exercised by delivering a Participant by giving written notice to the Corporation's principal officeCompany, in the form substantially attached hereto as EXHIBIT B or such other form(s) and method as may be determined by the Company from time to time (the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice "EXERCISE NOTICE"). 11.2 The Exercise Price shall be accompanied by this Agreement, shall specify the number of Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case the Agreement shall be returned to him. Payment for Optioned Shares purchased payable upon the exercise of the Converted Option in cash or by check, or other form satisfactory to the Committee. 11.3 The Exercise Price will be paid in the same currency that the Exercise Price is fixed, or in other currency, if so required by the Committee, in accordance with the applicable representative rate of exchange of last published by such bank as determined by the Committee at the time of actual payment or as provided for by the Company. 11.4 Each Participant will be entitled to exercise, upon signing the Exercise Notice and any additional documents as required by the Company, and paying the Exercise Price, all, or part of the Options that are vested at the Exercise Period, as long as prior to IPO he/she exercises at a time at least the lower of: (I) 1,000 Options; or (II) all vested Options such Participant holds. ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN 11.5 Options shall not be deemed exercised unless: (I) the Company receives a duly signed Exercise Notice including all relevant details; and (II) the Company receives the Exercise Price. 11.6 The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up or down, to the nearest whole number. Half of a Share will be rounded up. 11.7 Each Option granted under this Plan shall be exercisable during the Exercise Period. Subject to adjustments, as set forth in Section 9 above, the exercise of one Option shall entitle the Participant to hold one Share. 11.8 Without derogating from any restrictions mentioned hereinabove, the exercise of the Options (including the Shares themselves) is subject to the following terms, restrictions and conditions as may be in effect at the time the exercise of the Options is requested: (i) any applicable law or regulation; (ii) any order or limitation set by any stock exchange in which the Company's securities may be traded (e.g., blackout periods, and lock up after an IPO); and (iii) any limitation undertaken by the Company with respect of the shares of the Company, including limitations set forth by Company's underwriters. Such period of restriction of sale or exercise shall not be counted as part of the applicable exercise period. 11.9 Notwithstanding the foregoing, starting as of the Employment Termination Date of a certain Participant and during the period that the vested Options are exercisable, the Company shall be entitled (subject to the provisions of applicable law) to purchase the vested Options held by such Participant by sending the Participant a purchase notice (the "PURCHASE NOTICE"). The purchase price of each Option shall be made on the effective date Market Value of such exercise either an Ordinary A Share less the Exercise Price of the Option. The Market Value of an Ordinary A Share shall be determined as follows: (i) in cashcase the Company's shares are listed on a stock exchange, by certified check, bank cashier's check or wire transfer the Market Value shall be the average price of the Shares during 5 days prior to the Purchase Notice; or (ii) subject in case the Company's shares are not traded, the Market Value shall be the value determined in good faith unanimously by the Board and in the event the Board members are unable to reach an agreement with respect to the approval Market Value within 10 days of the CorporationPurchase Notice to the Participant, in shares of common stock the Board will refer to an external expert. The Committee or the Board shall be entitled to establish further processes for the purchase of the Corporation Options as set forth above, provided, however, that if the Company receives the Participant's Exercise Notice prior to the receipt of the Purchase Notice from the Company, then the Company's right to purchase the said Options shall become null and void and the Participant may exercise the vested Options pursuant to their terms. ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN 11.10 Notwithstanding anything to the contrary herein, if on the Employment Termination Date the Participant holds Shares issued upon exercise of Options granted pursuant to this Plan ("Common StockOPTION SHARES") owned by and the Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on Company terminates the effective date of such exerciseParticipant's employment for Cause, then the Company shall have the right to purchase all or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Corporation shall require from time to time. (d) During the life part of the Option HolderShares of the Participant during a period of 60 days following the Employment Termination Date, at a price per Option Share equal to the Exercise Price paid for each Option Share by the Participant. During the sixty (60) days period, the Converted Option shall be exercisable only by him. The Converted Option Participant shall not be assignable sell, pledge, transfer or transferable otherwise than by will or by the laws dispose of descent and distributionany Option Shares. (e) Certificates for shares of Common Stock purchased upon the exercise of the Converted Option shall be issued in the name of the Option Holder and delivered to the Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.