Common use of Time of Exercise Clause in Contracts

Time of Exercise. Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services as provided below or a Change of Control of Pernix as provided in the Plan. During Participant's lifetime, the Option may be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service with the Company terminates, other than as a result of death or disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the 2001 Plan and the other provisions of this Section I, the Option shall be vested and immediately exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: Date of Grant. The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the 2001 Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (b) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (c) If the Participant's service Employee’s employment with the Company is terminated because of Disability disability within the meaning of Section 22(e)(3) of the Code or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of disability. (d) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of Employee’s death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. . (e) Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. Subject to the provisions of the Plan and the other provisions of If you have affirmatively elected a pre-established exercise schedule for this Section IOption, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, then with respect to non-employeeseach portion of the Option separately identified in your Exercise Election Form, continues to perform services to the Company on such date: The Option shall terminate ten years following the Date of Grant and may terminate earlier assuming you are otherwise vested in the event designated portion and that the Option has not otherwise expired, you may only exercise that portion of this Option upon the earliest to occur of: (i) The calendar year specified for that portion in such timely completed Exercise Election Form, attached hereto as Exhibit A to this Agreement (the “Fixed Exercise Period”); (ii) The 20-day period preceding the effective time of a Change in Control of the Company; or (iii) Within three months after the termination of the Participant's services as your employment, provided below or that, if you are a Change of Control of Pernix as provided in the Plan. During Participant's lifetime, the Option may be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service with the Company terminates, other than as a result of death or disability “specified employee” (within the meaning of Section 22(e)(3) ("Disability"409A(a)(2)(B)(i) of the Internal Revenue Code), your Option will not be exercisable before the earliest date on which it can be exercised without triggering the adverse consequences of Section 409A(a)(1) of the Code of 1986, (such delay in exercisability is referred to herein as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant“Specified Employee Delay”). If the Participant's service with exercisability of your Option is delayed pursuant to the Company preceding sentence, then your Option will be exercisable for the three-month period beginning on the expiration of the Specified Employee Delay. With respect to any portion of this Option, you may exercise that portion only during (and not before or after) the applicable period as determined pursuant to this paragraph 7. For example, if you designate the calendar year 2008 as the Fixed Exercise Period for 25% of the shares subject to this Option, and such Fixed Exercise Period is terminated because in fact the earliest to occur of Disability or because the three events listed above, then you may only exercise such 25% portion of retirement, the Option from January 1, 2008 through December 31, 2008. You may not exercise such 25% portion of the Option before January 1, 2008 even though you may be exercisedvested in such portion. Moreover, but only if you fail to exercise such 25% portion of the Option by December 31, 2008, that portion of the Option will expire and no longer be exercisable at any time thereafter. Notwithstanding anything herein to the extent otherwise contrary, (i) this Option shall not be exercisable on the date after its expiration date; and (ii) no portion of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the this Option may be exercised by prior to the Participant's estatedate such portion vests. If you failed to complete and return a timely Exercise Election Form for this Option, or by the person to whom such right devolves from him by reason then all of the Participant's deathforegoing rules of this paragraph 7 will remain applicable, but only to and your Fixed Exercise Period for each vesting installment of this Option will be the extent otherwise exercisable on the date of death, within two years from the date of death, but calendar year in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of which such permitted time periodvesting installment vests.

Time of Exercise. 2.1 Subject to the provisions of the Plan and the other provisions of this Section III, the Option shall be vested and become exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, as follows: (i) with respect to non-employees, continues to perform services 200,000 shares of Common Stock subject to the Company Option, on such date: The Option shall terminate ten years following the first anniversary of the Date of Grant Grant; (ii) with respect to an additional 200,000 shares of Common Stock subject to the Option on the second anniversary of the Date of Grant; and may terminate earlier (iii) with respect to the remaining 200,000 shares of Common Stock subject to the Option on the third anniversary of the Date of Grant. Notwithstanding the foregoing, in the event of termination of the Participant's services as provided below or a Change of in Control of Pernix (as provided defined in the Plan. During Participant's lifetime) the Option shall become immediately exercisable. 2.2 Unless an earlier termination date is set forth in Section 2.3, the Option shall expire and may not be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service with the Company terminates, other than as a result of death or disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten five years after the Date of Grant. Grant (the "Termination Date"). 2.3 Notwithstanding anything to the contrary in this Agreement, if any portion of the Option has become exercisable on or before the date of the termination, whether voluntary or involuntary, of Optionee's employment with the Company, the Option shall remain exercisable for whichever of the following periods is applicable, and if not exercised within such period, shall terminate upon the expiration of such period: (a) If the ParticipantOptionee's service employment with the Company is terminated for "Cause" (as defined in the Employment Agreement) or by the Optionee, the exerciseable portion of the Option shall be immediately cancelled. (b) If the Optionee's employment with the Company terminates because of Disability or because of retirement"disability" (as defined in the Employment Agreement), the exerciseable portion of the Option may be exercised, but only shall remain exercisable until the first to occur of (i) 60 days after the extent otherwise exercisable on the date of termination of service, within two years from Optionee's employment due to disability and (ii) the date of termination of service, but in no event later than ten years after the Date of Grant. Termination Date. (c) In the event of the ParticipantOptionee's death, the Option shall remain exercisable until the first to occur of (i) 120 days after the death of the Optionee and (ii) the Termination Date and may be exercised by the Participant's estate, his estate or by the person to whom such right devolves from him by reason of his death. (d) If the ParticipantOptionee's deathemployment with the Company terminates for any reason other than those specified in Section 2.3(a), but only to (b) or (c), the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not shall remain exercisable at until the time first to occur of (i) 30 days after the termination of service shall be terminated upon termination of service. Any Optionee's employment with the Company and (ii) the Termination Date. (e) Notwithstanding anything to the contrary in this Agreement, any non-exercisable portion of the Option that is exercisable but not exercised within shall be cancelled upon the permitted time period following date of termination of service provided in this Section I, shall be terminated upon expiration Optionee=s employment with the Company regardless of the reason for such permitted time periodtermination.

Time of Exercise. Subject This option may be exercised (in the manner provided in paragraph 3 hereof) in whole or in part, and from time to time after the date hereof, subject to the provisions following limitations: (a) This option may not be exercised during the first six (6) months from the date hereof. Thereafter, it may be exercised to a maximum cumulative extent of 2.38% of the Plan total shares covered by this option on and after February 3, 1999, and as to an additional 2.38% of the total shares covered by this option on and after the last day of each calendar month thereafter through and including July 3, 2002, after which date this option, to the extent not previously exercised, may be exercised in full. For practical reasons, the Company may allow options to be exercised only at the end of each calendar quarter. (b) This option may NOT be exercised after the earliest to occur of any of the following: (i) after the termination of the Optionee's employment with the Company or one of its subsidiaries for "cause" (which shall have the same meaning as set forth in any employment agreement between the Optionee and the Company);or (ii) more than thirty (30) days after the termination of the Optionee's employment with the Company or one of its subsidiaries for any reason other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed than a termination by the Company or, with respect to non-employees, continues to perform services for Cause or by reason of the Optionee's permanent disability or death (and then only to the extent the Optionee is in compliance with any covenant not to compete with the Company as set forth in any employment agreement between the Optionee and the Company and only to the extent the Optionee could have exercised this option on such date: The Option shall terminate ten years following the Date date of Grant and may terminate earlier in termination); (iii) more than six (6) months after the event of termination of the ParticipantOptionee's services as provided below or a Change of Control of Pernix as provided in the Plan. During Participant's lifetime, the Option may be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service employment with the Company terminates, other than as a result or one of death or its subsidiaries by reason of the Optionee's permanent disability (within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but death (and then only to the extent otherwise exercisable the Optionee could have exercised this option on the date of termination of service, within 90 days following termination of service, but in no event later or death); or (iv) more than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two 10 years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodhereof.

Time of Exercise. 2.1 Subject to the provisions of the Plan and the other provisions of this Section III, the Option shall be become vested and exercisable in the amounts and beginning on the dates provided set forth below, if the Participant provided Optionee continues to be employed by the Company or, with respect to non-employees, continues an employee or to perform services to for the Company on such datedates: The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination [50% of the Participant's services as provided below or a Change Option will vest on Vesting Date 1 and the other 50% of Control of Pernix as provided in the Plan. Option will vest on Vesting Date 2] [the Option will vest on Vesting Date1] 2.2 During Participant's Optionee’s lifetime, the Option may be exercised only by the Participant or the Participant's curator him, his guardian if the Participant he has been interdicteddeclared incompetent or by a permitted transferee under Article VI hereof. If In the Participant's service with the Company terminates, other than as a result event of death or disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirementdeath, the Option may be exercisedexercised as provided herein by the Optionee’s estate or by the person to whom such right devolves as a result of the Optionee’s death. 2.3 If the Optionee ceases to be an employee of, but only or to perform other services for, the Company or a Subsidiary of the Company: (a) due to death or Disability, the Option shall become fully vested and exercisable and shall remain exercisable for one year following the date of such death or Disability; (b) as a result of termination by the Company or a Subsidiary for Cause, the Option shall be forfeited immediately upon such cessation, whether or not then exercisable; (c) due to Retirement, (i) the Option, to the extent otherwise vested and exercisable on the date of termination Retirement, shall remain exercisable for, and shall otherwise terminate at the end of, a period of servicethree years after the date of Retirement; and (ii) the portion of the Option that was not vested and exercisable on the date of Retirement shall continue to vest in accordance with the original vesting schedule; provided that such unvested portion of the Option shall continue to vest only if the separated officer or employee does not engage in Competition directly or indirectly against the Company, within 90 days following termination as determined by the Committee or the President of servicethe Company; and the remaining portions of such Option once vested shall remain exercisable for, but and shall otherwise terminate at the end of, a period of three years after the date that portion of the Option vests; and (d) for any reason other than death, Disability, Retirement or Cause, (i) the portion of the Option that was vested and exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate at the end of a period of three months after the date of cessation; and (ii) the portion of the Option that was not vested and exercisable on the date of such cessation shall immediately terminate, except that such unvested portion of the Option may continue to vest in accordance with the original vesting schedule, if so determined by 1) the President of the Company for employees with an unvested Option for less than 5,000 shares, or 2) the Committee for employees with an unvested Option of 5,000 shares or more; provided that such unvested portion of the Option shall continue to vest only if the separated officer or employee does not engage in Competition directly or indirectly against the Company, as determined by the President of the Company or the Committee,respectively; and the remaining portions of such Option once vested shall remain exercisable for, and shall otherwise terminate at the end of, a period of three months after the date such portion of the Option vests; provided, however, that under no event circumstances may the Option be exercised later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because . 2.4 For purposes of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time period.Agreement:

Time of Exercise. 2.1 Subject to the provisions of the Plan and the other provisions of this Section III, the Option shall be vested and become exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, as follows: (i) with respect to non-employees, continues to perform services 66,666 of the shares of Common Stock subject to the Company Option, on such date: The Option shall terminate ten years following the first anniversary of the Date of Grant Grant; (ii) with respect to 66,666 of the shares of Common Stock subject to the Option, on the second anniversary of the Date of Grant; and may terminate earlier (iii) with respect to 66,668 of the shares of Common Stock subject to the Option, on the third anniversary of the Date of Grant. Notwithstanding the foregoing, in the event of termination of the Participant's services as provided below or a Change of in Control of Pernix (as provided defined in the Plan. During Participant's lifetime) the Option shall become immediately exercisable. 2.2 Unless an earlier termination date is set forth in Section 2.3, the Option shall expire and may not be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service with the Company terminates, other than as a result of death or disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten five years after the Date of Grant. Grant (the "Termination Date"). 2.3 Notwithstanding anything to the contrary in this Agreement, if any portion of the Option has become exercisable on or before the date of the termination, whether voluntary or involuntary, of Optionee's employment with the Company, the Option shall remain exercisable for whichever of the following periods is applicable, and if not exercised within such period, shall terminate upon the expiration of such period: (a) If the ParticipantOptionee's service employment with the Company is terminated for "Cause" (as defined in the Employment Agreement) or by the Optionee, the exercisable portion of the Option shall be immediately cancelled. (b) If the Optionee's employment with the Company terminates because of Disability or because of retirement"disability" (as defined in the Employment Agreement), the exercisable portion of the Option may be exercised, but only shall remain exercisable until the first to occur of (i) 60 days after the extent otherwise exercisable on the date of termination of service, within two years from Optionee's employment due to disability and (ii) the date of termination of service, but in no event later than ten years after the Date of Grant. Termination Date. (c) In the event of the ParticipantOptionee's death, the Option shall remain exercisable until the first to occur of (i) 120 days after the death of the Optionee and (ii) the Termination Date and may be exercised by the Participant's estate, his estate or by the person to whom such right devolves from him by reason of his death. (d) If the ParticipantOptionee's deathemployment with the Company terminates for any reason other than those specified in Section 2.3(a), but only to (b) or (c), the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not shall remain exercisable at until the time first to occur of (i) 30 days after the termination of service shall be terminated upon termination of service. Any Optionee's employment with the Company and (ii) the Termination Date. (e) Notwithstanding anything to the contrary in this Agreement, any non-exercisable portion of the Option that is exercisable but not exercised within shall be cancelled upon the permitted time period following date of termination of service provided in this Section I, shall be terminated upon expiration Optionee's employment with the Company regardless of the reason for such permitted time periodtermination.

Time of Exercise. Subject to (a) Unless accelerated in the provisions sole discretion of the Plan and Compensation Committee, the other Option shall become exercisable, if at all, for the number of the Option Shares determined in accordance with the provisions of this Section I3. (b) The Option with respect to all of the Option 1 Shares shall become exercisable on the Grant Date. (c) The Option with respect to the Option 2 Shares shall become exercisable on the dates and in the numbers determined in accordance with the following schedule: Portion of Option 2 Vesting Date Shares Vested ------------ ------------- Six-month anniversary of the Grant Date 6/36 Each month thereafter for 30 months 1/36 (d) The Option with respect to the Option 3 Shares shall become exercisable on the dates and in the numbers determined in accordance with the following schedule: Portion of Option 3 Vesting Date Shares Vested ------------ ------------------- Six-month anniversary of the Grant Date 6/36 Each month thereafter for 30 months 1/36 (e) Upon the termination of the Optionee's employment with the Company all vesting shall cease and the Option shall only be exercisable as to the Vested Shares at the time of such termination and shall thereafter be exercisable for the period provided in the Agreement or in the Plan (as if this Option was an Option under the Plan) PROVIDED THAT: (i) upon the termination of the Optionee's employment with the Company pursuant to an Involuntary Termination the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of the Term; (ii) upon the termination of the Optionee's employment with the Company without Cause or with Good Reason, the Option shall be continue to vest according to the vesting schedule set forth herein until fully vested and exercisable in the amounts and on the dates provided below, as if the Participant continues to Optionee's employment had continued until the Option had fully vested, and shall be employed exercisable by the Company or, with respect to non-employees, continues to perform services to Optionee until the Company on such date: The Option shall terminate ten years following end of the Date of Grant and may terminate earlier in Term; (iii) upon the event of termination of the ParticipantOptionee's services as provided below employment with the Company because of Poor or a Change Incompetent Performance, the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of Control the Term; and (iv) upon the termination of Pernix as provided in the Plan. During ParticipantOptionee's lifetimeemployment with the Company pursuant to the Company's Right Not To Extend, the Option may shall continue to vest according to the vesting schedule set forth herein for 12 months following the effective date of such termination, and shall be exercised only exercisable by the Participant or Optionee until the Participantend of the Term. (f) Following the termination of the Optionee's curator if the Participant has been interdicted. If the Participant's service employment with the Company terminates, for any reason other than as a result of death or disability within the meaning for Cause, vesting pursuant to subparagraph (i) through (iv) of Section 22(e)(33(e) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion and exercisability of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion conditioned on the Optionee's compliance with Sections 11 and 12 of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodEmployment Agreement.

Time of Exercise. 2.1 Subject to the provisions of the Plan and the other provisions of this Section III, the Option shall be vested and become exercisable in as to one-fifth of the amounts and shares covered thereby on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: The Option shall terminate ten years following first anniversary of the Date of Grant and may terminate earlier in the event of termination Grant, an additional one-fifth of the Participant's services as provided below or a Change shares covered thereby on the second anniversary of Control the Date of Pernix as provided in Grant, an additional one-fifth of the Plan. shares covered thereby on the third anniversary of the Date of Grant, an additional one-fifth of the shares covered thereby on the fourth anniversary of the Date of Grant, and an additional one-fifth of the shares covered thereby on the fifth anniversary of the Date of Grant. 2.2 During ParticipantOptionee's lifetime, the Option may be exercised only by the Participant him or the Participant's curator his guardian if the Participant he has been interdicteddeclared incompetent. If In the Participantevent of death, the Option may be exercised as provided herein by the Optionee's service with estate or by the Company terminates, other than person to whom such right devolves as a result of death or the Optionee's death. 2.3 If an Optionee ceases to be an employee because of death, disability within the meaning of Section 22(e)(3) of the Code ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on at the date time of termination of serviceemployment, within 90 days following termination of serviceone year from the date on which the Optionee ceases to be an employee, but in no event later than ten years after following the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service employment as a result of death, Disability or retirement shall be terminated terminate immediately upon termination of service. Any portion employment. 2.4 If Optionee's employment is terminated, other than as a result of death, Disability or retirement, the Option that is may be exercised, but only to the extent otherwise exercisable but not exercised within at the permitted time period following of termination of service provided employment, within three months from the date on which Optionee ceases to be an employee, but in this Section I, no event later than ten years following the Date of Grant. 2.5 The Option shall expire and may not be terminated upon expiration exercised later than ten years following the Date of such permitted time periodGrant.

Time of Exercise. (a) Subject to the provisions of the 2001 Plan and the other provisions of this Section I, the Option Employee shall be vested and exercisable in the amounts and entitled to exercise his or her Option on the following dates with respect to the number of shares indicated, provided below, if the Participant Employee continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such datedates: March 30, 2005 March 30, 2006 March 30, 2007 The Option also becomes fully exercisable as provided in the 2001 Plan in the event of a Change of Control of Tidewater. The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the 2001 Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (b) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (c) If the Participant's service Employee’s employment with the Company is terminated because of Disability disability within the meaning of Section 22(e)(3) of the Code or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of disability. (d) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's Employee’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. . (e) Any portion of the Option that is not exercisable at the time of termination of service employment shall be terminated upon termination of serviceemployment. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. Subject to (a) Unless accelerated in the provisions sole discretion of the Plan and Compensation Committee, the other Option shall become exercisable, if at all, for the number of the Option Shares determined in accordance with the provisions of this Section I4. (b) The Option with respect to the Option Shares shall become exercisable on the dates and in the numbers determined in accordance with the following schedule: Portion of Option Vesting Date Shares Vested ----------------------------------------------------------- Six-month anniversary of the Grant Date 6/36 Each month thereafter for 30 months 1/36 (c) Upon the termination of the Optionee's employment with the Company, all vesting shall cease and the Option shall only be exercisable as to Vested Shares at the time of such termination provided, however that: (i) upon the termination of the Optionee's employment with the Company pursuant to an Involuntary Termination, the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of the Term; (ii) upon the termination of the Optionee's employment with the Company without Cause or with Good Reason, the Option shall be vested and continue to vest according to the vesting schedule set forth herein until fully exercisable in the amounts and on the dates provided below, as if the Participant continues to Optionee's employment had continued until the Option had fully vested, and shall be employed exercisable by the Company or, with respect to non-employees, continues to perform services to Optionee until the Company on such date: The Option shall terminate ten years following end of the Date of Grant and may terminate earlier in Term; (iii) upon the event of termination of the ParticipantOptionee's services as provided below employment with the Company because of Poor or a Change Incompetent Performance, the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of Control the Term. (iv) upon the termination of Pernix as provided in the Plan. During ParticipantOptionee's lifetimeemployment with the Company pursuant to the Company's Right Not To Extend, the Option may shall continue to vest according to the vesting schedule set forth herein for 12 months following the effective date of such termination, and shall be exercised only exercisable by the Participant or Optionee until the Participantend of the Term. (d) Following the termination of the Optionee's curator if the Participant has been interdicted. If the Participant's service employment with the Company terminates, for any reason other than as a result of death or disability within the meaning for Cause, any continued vesting pursuant to subparagraph (i) through (iv) of Section 22(e)(34 (c) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion and exercisability of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion conditioned on the Optionee's compliance with Sections 11 and 12 of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodEmployment Agreement.

Time of Exercise. Subject This option may be exercised (in the manner described in paragraph 3 hereof) in whole or in part, at any time and from time to time, subject to the provisions following limitations: (a) This option may not be exercised to any extent until the first anniversary of the Plan date of grant. This option may be exercised to a maximum cumulative extent of 25% of the total shares covered hereby on and after the other provisions first anniversary of this Section I, the Option date of grant; 50% of the total shares covered hereby commencing on and after the second anniversary of the date of grant; 75% of the total shares covered hereby on or after the third anniversary of the date of grant; and shall be vested fully exercisable on and exercisable in after the amounts and on fourth anniversary of the dates provided belowdate of grant. However, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event that the Employee's employment with Apropos or a subsidiary terminates by reason of a change of control (as defined in the Plan), permanent total disability or death prior to the fourth anniversary of the date of grant, then this option shall become fully exercisable upon such termination. (b) This option may not be exercised: (i) more than three months after the termination of the ParticipantEmployee's services as provided below employment with Apropos or a Change of Control of Pernix as provided in the Plan. During Participant's lifetime, the Option may be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service with the Company terminates, subsidiary for any reason other than as a result change of control, retirement, permanent total disability or death; (ii) more than six months after termination of employment by reason of retirement or permanent total disability; (iii) more than one year after death or disability more than six months after death if employment was previously terminated and the option was exercisable at the time of death; (iv) more than one year after termination of employment occurring within a two-year period following a change of control; (v) more than ten years from the meaning of Section 22(e)(3date hereof; (vi) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but and in each case only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but termination. For these purposes retirement and permanent total disability shall be determined in no event later than ten years after the Date of Grant. If the Participant's service accordance with the Company established policies of Apropos. This option may not be exercised for less than 50 shares except in a case where the number of shares represented by the option is terminated because less than 50, in which case the option shall not be exercised for less than all of Disability or because of retirement, the Option may be exercised, but only shares subject to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodoption.

Time of Exercise. Subject to (a) Unless accelerated in the provisions sole discretion of the Plan and Compensation Committee, the other Option shall become exercisable, if at all, for the number of the Option Shares determined in accordance with the provisions of this Section I3. (b) The Option with respect to all of the Option 1 Shares shall become exercisable on the Grant Date. (c) The Option with respect to the Option 2 Shares shall become exercisable on the dates and in the numbers determined in accordance with the following schedule: Portion of Option 2 Vesting Date Shares Vested ------------ ------------- Six-month anniversary of the Grant Date 6/36 Each month thereafter for 30 months 1/36 (d) The Option with respect to the Option 3 Shares shall become exercisable on the dates and in the numbers determined in accordance with the following schedule: Portion of Option 3 Vesting Date Shares Vested ------------ ------------- Six-month anniversary of the Grant Date 6/36 Each month thereafter for 30 months 1/36 (e) Upon the termination of the Optionee's employment with the Company all vesting shall cease and the Option shall only be exercisable as to the Vested Shares at the time of such termination and shall thereafter be exercisable for the period provided in the Agreement or in the Plan (as if this Option was an Option under the Plan) PROVIDED THAT: (i) upon the termination of the Optionee's employment with the Company pursuant to an Involuntary Termination the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of the Term; (ii) upon the termination of the Optionee's employment with the Company without Cause or with Good Reason, the Option shall be continue to vest according to the vesting schedule set forth herein until fully vested and exercisable in the amounts and on the dates provided below, as if the Participant continues to Optionee's employment had continued until the Option had fully vested, and shall be employed exercisable by the Company or, with respect to non-employees, continues to perform services to Optionee until the Company on such date: The Option shall terminate ten years following end of the Date of Grant and may terminate earlier in Term; (iii) upon the event of termination of the ParticipantOptionee's services as provided below employment with the Company because of Poor or a Change Incompetent Performance, the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of Control the Term; and (iv) upon the termination of Pernix as provided in the Plan. During ParticipantOptionee's lifetimeemployment with the Company pursuant to the Company's Right Not To Extend, the Option may shall continue to vest according to the vesting schedule set forth herein for 12 months following the effective date of such termination, and shall be exercised only exercisable by the Participant or Optionee until the Participantend of the Term. (f) Following the termination of the Optionee's curator if the Participant has been interdicted. If the Participant's service employment with the Company terminates, for any reason other than as a result of death or disability within the meaning for Cause, vesting pursuant to subparagraph (i) through (iv) of Section 22(e)(33(e) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion and exercisability of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion conditioned on the Optionee's compliance with Sections 11 and 12 of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodEmployment Agreement.

Time of Exercise. Subject to (a) Unless accelerated in the provisions sole discretion of the Plan and Compensation Committee, the other Option shall become exercisable, if at all, for the number of the Option Shares determined in accordance with the provisions of this Section I3. (b) The Option with respect to the Option 1 Shares shall become exercisable on the Grant Date. (c) The Option with respect to the Option 2 Shares shall become exercisable on the dates and in the numbers determined in accordance with the following schedule: Portion of Option Vesting Date 2 Shares Vested --------------------------------------------------------- Six-month anniversary of the Grant Date 6/36 Each month thereafter for 30 months 1/36 (d) Upon the termination of the Optionee's employment with the Company all vesting shall cease and the Option shall only be exercisable as to the Vested Shares at the time of such termination and shall thereafter be exercisable for the period provided in the Agreement or in the Plan (as if this Option was an Option under the Plan) provided that: (i) upon the termination of the Optionee's employment with the Company pursuant to an Involuntary Termination the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of the Term; (ii) upon the termination of the Optionee's employment with the Company without Cause or with Good Reason, the Option shall be continue to vest according to the vesting schedule set forth herein until fully vested and exercisable in the amounts and on the dates provided below, as if the Participant continues to Optionee's employment had continued until the Option had fully vested, and shall be employed exercisable by the Company or, with respect to non-employees, continues to perform services to Optionee until the Company on such date: The Option shall terminate ten years following end of the Date of Grant and may terminate earlier in Term; (iii) upon the event of termination of the ParticipantOptionee's services as provided below employment with the Company because of Poor or a Change Incompetent Performance, the Optionee will be credited with 12 additional months' employment after such termination and the Option shall continue to vest according to the vesting schedule set forth herein for such 12-month period, and shall be exercisable by the Optionee until the end of Control the Term; and (iv) upon the termination of Pernix as provided in the Plan. During ParticipantOptionee's lifetimeemployment with the Company pursuant to the Company's Right Not To Extend, the Option may shall continue to vest according to the vesting schedule set forth herein for 12 months following the effective date of such termination, and shall be exercised only exercisable by the Participant or Optionee until the Participantend of the Term. (e) Following the termination of the Optionee's curator if the Participant has been interdicted. If the Participant's service employment with the Company terminates, for any reason other than as a result of death or disability within the meaning for Cause, vesting pursuant to subparagraph (i) through (iv) of Section 22(e)(33(d) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event of the Participant's death, the Option may be exercised by the Participant's estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion and exercisability of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion conditioned on the Optionee's compliance with Sections 11 and 12 of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodEmployment Agreement.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: : (b) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's ’s services as provided below or a Change of Control of Pernix GameTech as provided in the Plan. During Participant's ’s lifetime, the Option may be exercised only by the Participant or the Participant's ’s curator if the Participant has been interdicted. . (c) If the Participant's ’s service with the Company terminates, other than as a result of death or disability within the meaning of Section 22(e)(3) ("“Disability"”) of the Internal Revenue Code of 1986, as amended, (the "“Code"”) or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. . (d) If the Participant's ’s service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. . (e) In the event of the Participant's ’s death, the Option may be exercised by the Participant's ’s estate, or by the person to whom such right devolves from him by reason of the Participant's ’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. . (f) The Option shall become fully exercisable upon a Change of Control of Pernix GameTech as provided in the Plan. . (g) Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant Employee continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: March 5, 2009 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ (▇) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code"“Disability”) or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of Disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's Employee’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. . (f) The Option shall become fully exercisable upon a Change of Control of Pernix Tidewater as provided in the Plan. . (g) Any portion of the Option that is not exercisable at the time of termination of service employment shall be terminated upon termination of serviceemployment. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the 2001 Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided belowexercised as follows: Date Exercisable Incentive Stock Option Shares Non-Qualified Stock Option Shares March 29, if the Participant continues to be employed by the Company or2006 March 29, with respect to non-employees2008 ▇▇▇▇▇ ▇▇, continues to perform services to the Company on such date: ▇▇▇▇ (▇) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the 2001 Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability disability within the meaning of Section 22(e)(3) of the Code or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of Employee’s death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. . (f) Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. 2.1 Subject to the provisions of the Plan and the other provisions of this Section III, the Option Optionee shall be vested and exercisable in entitled to exercise the amounts and on Option as follows: 25% of the dates provided below, if the Participant continues to be employed total number of shares covered by the Company or, with respect to non-employees, continues to perform services to Option beginning one year following the Company on such date: The Date of Grant; 50% of the total number of shares covered by the Option shall terminate ten beginning two years following the Date of Grant and may terminate earlier in the event of termination Grant, less any shares previously issued; 75% of the Participant's services as provided below or a Change total number of Control shares covered by the Option beginning three years following the Date of Pernix as provided in Grant, less any shares previously issued; and 100% of the Plan. total number of shares covered by the Option beginning four years following the Date of Grant, less any shares previously issued. 2.2 During ParticipantOptionee's lifetime, the Option may be exercised only by the Participant him or the Participant's curator his guardian if the Participant he has been interdicteddeclared incompetent. If In the Participantevent of death, the Option may be exercised as provided herein by the Optionee's service with estate or by the Company terminates, other than person to whom such right devolves as a result of the Optionee's death. 2.3 If an Optionee ceases to be an employee because of death or disability within the meaning of Section 22(e)(3) of the Code ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement), the Option may must be exercised, but only to the extent otherwise exercisable on at the date time of termination of serviceemployment, within 90 days following termination of serviceone year from the date on which the Optionee ceases to be an employee, but in no event later than ten years after following the Date of Grant. . 2.4 If the Participant's service with the Company is terminated because of Disability or an Optionee ceases to be an employee because of retirement, the Option may must be exercised, but only to the extent otherwise exercisable on at the date time of termination of serviceemployment, within two years 18 months from the date of termination of serviceon which Optionee ceases to be an employee, but in no event later than ten years after following the Date of Grant. In the event . 2.5 If Optionee's employment is terminated, other than as a result of the Participant's death, disability or retirement, the Option may must be exercised by the Participant's estateexercised, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on at the date time of deathtermination of employment, within two years three months from the date of deathon which Optionee ceases to be an employee, but in no event later than ten years after following the date of grant. 2.6 The Option shall expire and may not be exercised later than ten years following the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. Subject This option may be exercised (in the manner described in paragraph 3 hereof) in whole or in part, at any time and from time to time, subject to the provisions following limitations: (a) This option may not be exercised to any extent until the first anniversary of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services as provided below or a Change of Control of Pernix as provided in the Plan▇▇▇▇▇. During Participant's lifetime, the Option This option may be exercised only by the Participant or the Participant's curator if the Participant has been interdicted. If the Participant's service with the Company terminates, other than as to a result maximum cumulative extent of death or disability within the meaning of Section 22(e)(3) ("Disability") 25% of the Internal Revenue Code total shares covered hereby on and after the first anniversary of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If ; 50% of the Participant's service with total shares commencing on and after the Company is terminated because second anniversary of Disability or because the Date of retirement, ▇▇▇▇▇; 75% of the Option may total shares commencing on and after the third anniversary of the Date of Grant; and shall be exercised, but only to the extent otherwise fully exercisable on and after the date fourth anniversary of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grant. In the event that the Employee’s employment with the Company or a subsidiary terminates by reason of total disability or death prior to the fourth anniversary of the Participant's deathDate of Grant, then the Option portion of the option which may be exercised by shall be determined as if the Participant's estateEmployee remained an employee of the Company until the next anniversary of the Date of Grant. (b) This option may not be exercised: (i) more than three months after the termination of the Employee’s employment with the Company or a subsidiary for any reason other than retirement, total disability or by the person to whom such right devolves from him death; or (ii) more than twelve months after termination of employment by reason of retirement, total disability or death; or (iii) later than 5pm Central time on the Participant's death, but seventh anniversary of the Date of ▇▇▇▇▇. This option may be exercised during the indicated periods following termination of employment only to the extent otherwise exercisable on pursuant to paragraphs 2(a) hereof as of the date of deathtermination. (c) For the purposes of both continued vesting and right to exercise under Sections 2(a) and 2(b), employment shall be deemed to continue after termination of full-time employment for any period during which the Employee remains a part-time employee of the Company or a consultant to the Company as determined by the sole discretion of the Stock Incentive Committee. However, in order for such continued vesting and right to exercise to qualify for incentive stock option treatment within two years from the date meaning of deathSection 422 of the Code, but in no event later than ten years after such continued service of Employee must qualify as employment for tax purposes. If continued service does not so qualify, only the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of this option which could have been exercised as of the Option that is not exercisable at the time of termination end of service shall be terminated upon termination of service. Any portion of the Option that is exercisable but not constituting employment for tax purposes and exercised within the permitted time period following termination of service thereafter provided in this Section I, 2(b) shall be terminated upon expiration of such permitted time periodqualify for incentive stock option treatment.

Time of Exercise. 2.1 Subject to the provisions of the Plan and the other provisions of this Section III, the Option shall be become vested and exercisable in the amounts and beginning on the dates provided set forth below, if the Participant provided Optionee continues to be employed by the Company or, with respect to non-employees, continues an employee or to perform services to for the Company on such datedates: The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination [50% of the Participant's services as provided below or a Change Option will vest on Vesting Date 1 (3 years) and the other 50% of Control of Pernix as provided in the Plan. Option will vest on Vesting Date 2 (5 years)] 2.2 During ParticipantOptionee's lifetime, the Option may be exercised only by the Participant or the Participant's curator [him/her], [his/her] guardian if the Participant [he/she] has been interdicted. If the Participant's service with the Company terminates, other than as declared incompetent or by a result of death or disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within 90 days following termination of service, but in no event later than ten years after the Date of Grant. If the Participant's service with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, within two years from the date of termination of service, but in no event later than ten years after the Date of Grantpermitted transferee under Article VI hereof. In the event of the Participant's death, the Option may be exercised as provided herein by the Participant's estate, Optionee’s estate or by the person to whom such right devolves from him by reason as a result of the Participant's Optionee’s death. 2.3 If the Optionee ceases to be an employee of, but only or to perform other services for, the Company or a Subsidiary of the Company: (a) due to death or Disability, the Option shall become fully vested and exercisable and shall remain exercisable for, and shall otherwise terminate on the original expiration date of such Option; (b) as a result of termination by the Company or a Subsidiary for Cause, the Option shall be forfeited immediately upon such cessation, whether or not then exercisable; (c) unless Section 2.3(e) applies, due to Retirement, provided1 that the Optionee does not engage in Competition directly or indirectly with the Company, as determined by the Compensation Committee (“the Committee”) or the President of the Company (i) the Option, to the extent otherwise vested and exercisable on the date of Retirement, shall remain exercisable for, and shall otherwise terminate on the original expiration date of such Option; and (ii) the portion of the Option that was not vested and exercisable on the date of Retirement shall continue to vest in accordance with the original vesting schedule and shall remain exercisable for, and shall otherwise terminate on the original expiration date of such Option; and (d) unless Section 2.3(e) applies, for any reason other than death, within two years Disability, Retirement or Cause, provided that the Optionee does not engage in Competition directly or indirectly with the Company, as determined by the Committee or the President of the Company (i) the portion of the Option that was vested and exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate (x) 90 days from the date of deathsuch cessation of employment or if earlier, but the original expiration date of such Option or (y) if so determined by the Committee upon the recommendation of the President of the Company, for a period not to exceed the original expiration date of such Option and (ii) the portion of the Option that was not vested and exercisable on the date of such cessation shall immediately terminate, except that such unvested portion of the Option may continue to vest in accordance with the original vesting schedule and remain exercisable for, and otherwise terminate on the original expiration date of such Option, if so determined by the Committee upon the recommendation of the President of the Company. (e) as a result of the Optionee’s termination by the Company or a Subsidiary without Cause or by the Optionee for Good Reason, in either case within 2 years following a Change of Control, the Option shall become fully vested and exercisable and shall remain exercisable for, and shall otherwise terminate on the original expiration date of such Option. (f) provided, however, that under no event circumstances may the Option be exercised later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change ▇▇▇▇▇. 2.4 For purposes of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall this Agreement: 1 All Competition language to be terminated upon termination of service. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service provided in this Section I, shall be terminated upon expiration of such permitted time periodremoved from California based employee agreements.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant Employee continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: March 4, 2010 March 4, 2011 March 4, 2012 (b) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code"“Disability”) or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of Disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's Employee’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. . (f) The Option shall become fully exercisable upon a Change of Control of Pernix Tidewater as provided in the Plan. . (g) Any portion of the Option that is not exercisable at the time of termination of service employment shall be terminated upon termination of serviceemployment. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and immediately exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: Date of Grant. The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (b) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (c) If the Participant's service Employee’s employment with the Company is terminated because of Disability disability within the meaning of Section 22(e)(3) of the Code or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of disability. (d) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of Employee’s death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. . (e) Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant Employee continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: : (b) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code"“Disability”) or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of Disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's Employee’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. . (f) The Option shall become fully exercisable upon a Change of Control of Pernix Tidewater as provided in the Plan. . (g) Any portion of the Option that is not exercisable at the time of termination of service employment shall be terminated upon termination of serviceemployment. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the 2001 Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: exercised as follows: (▇) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the 2001 Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability disability within the meaning of Section 22(e)(3) of the Code or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of Employee’s death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. . (f) Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant Employee continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: July 30, 2009 1,617 5,267 July 30, 2010 1,617 5,267 July 30, 2011 1,617 5,267 (b) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code"“Disability”) or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of serviceemployment, within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of Disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's Employee’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant. . (f) The Option shall become fully exercisable upon a Change of Control of Pernix Tidewater as provided in the Plan. . (g) Any portion of the Option that is not exercisable at the time of termination of service employment shall be terminated upon termination of serviceemployment. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

Time of Exercise. (a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Participant continues to be employed by the Company or, with respect to non-employees, continues to perform services to the Company on such date: as follows: (b) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Participant's services Employee’s employment as provided below or a Change of Control of Pernix Tidewater as provided in the Plan. During Participant's Employee’s lifetime, the Option may be exercised only by the Participant Employee or the Participant's Employee’s curator if the Participant Employee has been interdicted. . (c) If the Participant's service Employee’s employment with the Company terminates, other than as a result of death or death, disability within the meaning of Section 22(e)(3) ("Disability") of the Internal Revenue Code of 1986, as amended, (the "Code") or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within 90 days following termination of serviceemployment, but in no event later than ten years after the Date of Grant. . (d) If the Participant's service Employee’s employment with the Company is terminated because of Disability disability within the meaning of Section 22(e)(3) of the Code or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of service, exercised within two years from the date of termination of serviceemployment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of disability. (e) In the event of the Participant's Employee’s death, the Option may be exercised by the Participant's Employee’s estate, or by the person to whom such right devolves from him by reason of the Participant's death, but only to the extent otherwise exercisable on the date of Employee’s death, within two years from the date of death, but in no event later than ten years after the Date of Grant. The Option shall become fully exercisable upon a Change of Control of Pernix as provided in the Plan. Any portion of the Option that is not exercisable at the time of termination of service shall be terminated upon termination of service. . (f) Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of service employment provided in this Section I, shall be terminated upon expiration of such permitted time period.