Common use of TERM AND EXERCISE OF OPTIONS Clause in Contracts

TERM AND EXERCISE OF OPTIONS. (i) Each Option shall become exercisable at the time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii) An Option shall be exercised by delivering the form of notice of exercise provided by the Company or in such other form as approved by the Company. Payment for shares of Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: (A) in cash or by personal check, certified check, bank cashier’s check or wire transfer; (B) in shares of Stock owned by the Participant and valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise or net exercise; or (D) by any such other method as the Administrator may from time to time authorize in its sole discretion. Except as authorized by the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require. (iii) Shares of Stock purchased upon the exercise of an Option shall, as determined by the Administrator, be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, and delivered to the Participant or such other individual as soon as practicable following the effective date on which the Option is exercised.

TERM AND EXERCISE OF OPTIONS. (i1) Each Option shall become be exercisable at in whole or in part; provided, that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the time expiration, termination or times determined by cancellation of the Administrator and set forth in remaining portion thereof. Upon the applicable Award Agreement. At the time of grant partial exercise of an Option, the Administrator agreements evidencing such Option marked with such notations as the Committee may impose deem appropriate to evidence such restrictions or conditions partial exercise, shall be returned to the exercisability Participant together with the delivery of the Option as it, certificates described in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d3(a)(4) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii2) An Option shall be exercised by delivering notice to the form Company's principal office, to the attention of its Secretary, no less than three business days in advance of the effective date of the proposed exercise. Such notice shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise provided and shall be signed by the Company or in Participant. The Participant may withdraw such other form as approved by notice at any time prior to the Companyclose of business on the business day immediately preceding the effective date of the proposed exercise. Payment for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) through a directed brokerage service, if any is made available to Participants of the Company or (iii) subject to the approval of the Committee, in shares of Common Stock that have been owned by the Participant for a least six months prior to the effective date of exercise and valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee)Southwestern, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company Southwestern shall requirerequire from time to time. (iii3) Shares During the lifetime of the Participant, each Option granted to the Participant shall be exercisable only by the Participant. No Option shall be assignable or transferable otherwise than by will or by the laws of descent and distribution, nor shall any option be permitted to be pledged in any manner. Notwithstanding the foregoing, with the prior consent of the Committee, any Option, including the right to exercise such Option, may be transferred by a Participant during the Participant's lifetime, but only to: (i) one or more of a Participant's spouse or natural or adopted lineal descendants; or (ii) a trust, partnership, or corporation or other similar entity which is owned solely by one or more of the Participant's spouse or natural or adopted lineal descendants or which will hold such options solely for the benefit of one or more of such persons. (4) Certificates for shares of Common Stock purchased upon the exercise of an Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, and delivered to the Participant or such other individual as soon as practicable following the effective date on which the Option is exercised.