Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptable to the Company); # by delivery of shares of Common Stock acquired at least six months prior to the option exercise date and having a Fair Market Value (as determined as of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portion of the Option being exercised divided by # the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded up to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the event shares of Common Stock are not so traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).

SubjectThe Exercise Price of an Option shall be payable to the provisionsCompany either # in United States dollars, in cash or by check, bank draft or money order payable to the order of Paragraphs 2 and 3 above,the Company, or # at the discretion of the Committee, through the delivery of outstanding shares of the Common Stock owned by the Grantee may exercise part or all of the exercisable Option by giving the Company written notice to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptable to the Company); # by delivery of shares of Common Stock acquired at least six months prior to the option exercise date and havingwith a Fair Market Value (as determined asat the date of delivery equal to the aggregate Exercise Price of the exercise date) equal to allOption(s) being exercised, or part# at the discretion of the Exercise Price and a certified or official bank check (orCommittee by reduction in the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as isotherwise deliverable upon exercise of such Option with a Fair Market Value at the date of delivery equal to # the aggregate Exercise Price for the portion of the OptionOption(s) being exercised dividedexercised, or # at the discretion of the Committee by #a combination of [(i), (ii) or (iii) above]. No Shares shall be delivered until full payment has been made. Except as provided in [Sections 2.3(b) and 2.3(c)])], the fair market value onCommittee may not approve a reduction of such Exercise Price in any such Option, or the datecancellation of exercise. “Fairany such Options and the regranting thereof to the same Grantee at a lower Exercise Price, at a time when the Fair Market Value”Value of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange otheris lower than it was when such Option was granted. Notwithstanding the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # ifforegoing, during any period for which the Common Stock principally tradesis publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by a Director or Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Nasdaq Capital MarketCompany, directly or an over-the counter marketplace, the arithmetic meanindirectly, in violation of Section 402(a) of the high and low pricesSarbanes-Oxley Act of a share of Common Stock (and if the mean results in a fractional cent, rounded up to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the event shares of Common Stock are not so traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value2002 shall be made by the Committee in such manner as it deems appropriate provided such manner is consistentprohibited with Treasury Regulation Section 1.409A-1(b)(5)(iv).respect to any Award under this Plan.

SubjectMethod of Exercise. Options to the provisions of Paragraphs 2 and 3 above,extent then exercisable may be exercised in whole or in part at any time during the Grantee may exercise part or all of the exercisable Optionoption period, by giving the Company written notice to exercise in the manner provided in this Agreement,Company specifying the number of Shares as to which the Option is to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptable to the Company); # by delivery of shares of Common Stock acquired at least six months prior to the option exercise date and having a Fair Market Value (as determined as of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portionbe purchased, accompanied by payment in full of the Option being exercised dividedpurchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee # in the fair market value on the date of exercise. “Fair Market Value” of a shareform of Common Stock means # ifowned by the Optionee (based on the Fair Market Value of the Common Stock principally trades on a national securities exchange other thanwhich is not the Nasdaq Capital Market,subject of any pledge or security interest, # in the closing sale priceform of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded up to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the event shares of Common Stock are not so traded ator Preferred Stock withheld by the time a determinationCompany from the shares of their value is requiredCommon Stock otherwise to be made hereunder, the determinationreceived with such withheld shares of theirCommon Stock having a Fair Market Value equal to the exercise price of the Option, or # by a combination of the foregoing, such Fair Market Value determined by applying the principles set forth in [Section 5A(a)], provided that the combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to such exercise price and except with respect to # above, such method of payment will not cause a disqualifying disposition of all or a portion of the Common Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other rights of a stockholder with respect to shares of Common Stock purchased upon exercise of an Option at such time as the Optionee # has given written notice of exercise and has paid in full for such shares, and # has satisfied such conditions that may be madeimposed by the Committee in such manner as it deems appropriate provided such manner is consistentCompany with Treasury Regulation Section 1.409A-1(b)(5)(iv).respect to the withholding of taxes.

Subject to the provisions of Paragraphs 2vesting conditions set forth in Section 3(b) above and 3 above, the Grantee may exercise part or allterms of the exercisablePlan, this Option may be exercised in whole or in part at any time prior to the Termination Date by giving the Company written notice to exercisethe Grantor, which written notice may be in the manner provided inform of [Exhibit A] to this Agreement,Agreement (the “Exercise Notice”), specifying the number of Shares as to which the Option isShares to be exercised and tenderingpurchased, accompanied by payment for such Shares. The Grantee shall pay an amount equal toin full of the Strike Price multipliedpurchase price, in cash or by check. Payment in full or in part may be made at the numberelection of Shares as to which the Option is to be exercised (the “Exercise Price”)Optionee # by certified or official bank check (orin the equivalent thereof acceptable to the Company); # by delivery of sharesform of Common Stock acquired at least six months prior toowned by the option exercise date and having aOptionee (based on the Fair Market Value (as determined asthat term is defined in the Plan) of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portion of the Option being exercised divided by # the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded up to the nearest cent), in each case as reported on the last trading day before the option exercise date,Option is exercised) which is not the subject of any pledge or security interest and which has been owned for more than 6 months and has been paid for within the meaning of the Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or was purchased in the open market; # by a “same day sale” commitment from the Optionee and a broker-dealer registered with FINRA to forward the Exercise Price directly to the Grantor; # by cancellation of indebtedness of the Grantor to the Optionee; # by waiver of consideration due to the Optionee for services rendered; or # by a combination of the foregoing, provided that such quotations shall have been made within the ten (10) business days precedingcombined value of all cash and cash equivalents and the applicable option exercise date. In the event shares of Common Stock are not so traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value of any Common Stock surrendered to the Grantor is at least equal to the Exercise Price. An Optionee shall have the right to dividends and other rights of a stockholder with respect to Option Shares purchased upon exercise of the Option at such time as the Optionee has given the Exercise Notice and has paid in full for such Option Shares and has satisfied such conditions that may be madeimposed by the Committee in such manner as it deems appropriate provided such manner is consistentGrantor with Treasury Regulation Section 1.409A-1(b)(5)(iv).respect to the withholding of taxes.

Method of Exercise of Option. Subject to the provisionsforegoing, the Option may be exercised in whole or in part from time to time by serving written notice of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by givingon the Company writtenat its principal office within the Option period. The notice to exercise in the manner provided in this Agreement, specifyingshall state the number of Shares as to which the Option is to bebeing exercised and tenderingshall be accompanied by payment for such Shares. The Granteeof the exercise price. Payment of the exercise price shall pay an amount equalbe made # in cash (including bank check, personal check or money order payable to the Strike Price multipliedCompany), # with the approval of the Company (which may be given in its sole discretion), by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptabledelivering to the Company); # by delivery ofCompany for cancellation shares of the Company’s Common Stock acquired at least six months prior to the option exercise date andalready owned by Participant having a Fair Market Value (as determined asequal to the full exercise price of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price;Shares being acquired, or # with the approval of the Committee, which shall notCompany (which may be unreasonably withheld,given in its sole discretion), by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portion of the Option being exercised divided by # the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded updelivering to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the event shares of Common Stock are not so traded at the timeCompany a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).combination thereof.

Procedure for Exercise. Subject to this Agreement and the provisionsPlan, the Option may be exercised in whole or in part by the transmittal of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Companya written notice to exercise in the manner provided in this Agreement, specifyingCompany at its principal place of business. Such notice shall specify the number of Sharesshares of Stock which the Grantee elects to purchase, shall be signed by the Grantee and shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as to whichotherwise provided by the Committee before the Option is toexercised, such payment may be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”)made in whole or in part # by certifiedin cash or official bank check (or the equivalent thereofcash equivalents acceptable to the Company);Company in the amount of the Option Price plus applicable tax withholding; # by deliverythe tender or attestation to the Company of shares of Common Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months priorand acceptable to the option exercise date andCommittee having aan aggregate Fair Market Value (as determined as of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portion of the Option being exercised divided by # the fair market value(valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or # by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. “Fair Market Value”The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action with respect to the shares of Stock specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic meanshareholder of the highCompany under the Option unless and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded up to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the eventuntil shares of Common Stock are not so traded atfully paid and duly issued upon exercise of the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).Option.

SubjectMethod of Exercise. This Option may be exercised only by written notice given to the provisions of Paragraphs 2 and 3 above,Company, in form satisfactory to the Grantee may exercise part or all of the exercisable Option by giving the Company written notice to exercise in the manner provided in this Agreement,Company, specifying the number of Option Shares as to which the holder of the Option iselects to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied bypurchase, the number of Option Shares as to which the holder is paying for in cash and the number of Option Shares which the holder is paying for in shares of Common Stock. Such written notice and any subsequent exercise is subject to Company approval, as well as all policies and procedures in place at Company, including but not limited to Stock Trading Policies and Blackout Restrictions. Such written notice shall be exercised (the “Exercise Price”) #accompanied by certified or official banka check (or the equivalent thereof acceptablepayable to the Company); #order of the Company for the cash portion of the purchase price and, if applicable, by the delivery of certificates representing shares of Common Stock acquired at least six months priorduly endorsed and otherwise in proper form for transfer to the option exercise date and having a Fair Market Value (as determined asCompany of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as isare required to equal to # the aggregate Exercise Price for the portion of the Option being exercised divided by # the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low pricesOption Shares being paid for in stock. Upon each exercise of a share of Common Stock (and ifthis Option, the mean results in a fractional cent, rounded upCompany, as promptly as practicable, will mail or deliver to the nearest cent),person exercising this Option a certificate or certificates representing the shares then purchased. The Company, in each caseits discretion, may postpone the issuance and delivery of shares upon any exercise of this Option until completion of such stock exchange listing, or registration or other qualification, of such shares under any Federal or state law, rule or regulation as reported on the last trading day beforeCompany may consider appropriate. The Company may require any person exercising this Option to make such representations and furnish such information as the option exercise date, provided that such quotations shall have been made withinCompany may consider appropriate in connection with the ten (10) business days precedingissuance of the shares in compliance with applicable option exercise date. In the event shares of Common Stock are not so traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).law.

Subject to the provisions of Paragraphs 2 and 3 above, the Grantee mayThe exercise part or allprice (the “Exercise Price”) of the exercisable Option by giving the Company written notice to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is set forth in the Grant Notice. The Company shall not be obligated to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptable to the Company); # by delivery ofissue any shares of Common Stock acquired at least six months prior tountil the option exercise date and having a Fair Market Value (as determined as ofParticipant shall have paid the exercise date) equal to all or part of thetotal Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # suchthat number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portion ofStock. To exercise the Option being exercised divided by #(or any part thereof), the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded upParticipant shall deliver to the nearest cent), in each case as reported onCompany appropriate notice specifying the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the eventnumber of whole shares of Common Stock are not so traded at the timeParticipant wishes to purchase accompanied by valid payment in the form of # a determinationcheck, # an attestation form confirming the Participant’s current ownership of theirwhole shares of Common Stock equal in value is required to be made hereunder, the determinationtotal Exercise Price for that number of their Fair Market Valueshares of Common Stock, and/or # an authorization to sell shares equal in value to the total Exercise Price for that number of shares of Common Stock. Notices and authorizations shall be madedelivered and all checks shall be payable to the Company’s third party stock plan administrator, or as otherwise directed by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).Company.

SubjectMethod of Exercise. Options to the provisions of Paragraphs 2 and 3 above,extent then exercisable may be exercised in whole or in part at any time during the Grantee may exercise part or all of the exercisable Optionoption period, by giving the Company written notice to exercise in the manner provided in this Agreement,Company specifying the number of Shares as to which the Option isshares of Stock to be exercised and tenderingpurchased, accompanied by payment forin full of the purchase price, in cash, or by check or such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Sharesother instrument as to which the Option is tomay be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptable to the Company);Committee. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee # in the form of Stock owned by deliverythe Optionee (based on the Fair Market Value of the Stock which is not the subject of any pledge or security interest, # in the form of shares of Common Stock acquired at least six months priorwithheld by the Company from the shares of Stock otherwise to the option exercise date andbe received with such withheld shares of Stock having a Fair Market Value (as determined asequal to the exercise price of the exercise date)Option, or # by a combination of the foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that the combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to such exercise price and except with respect to # above, such method of payment will not cause a disqualifying disposition of all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or #Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other rights of a stockholder with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares asrespect to which the Option is to be exercised less # such number of shares of Common Stock purchased upon exercise of an Option at such time as is equal tothe Optionee # the aggregate Exercise Pricehas given written notice of exercise and has paid in full for the portion of the Option being exercised divided by # the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock,such shares, and # ifhas satisfied such conditions that may be imposed by the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded upCompany with respect to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the event shareswithholding of Common Stock are not so traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).taxes.