Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this [Section 6], the exercise date of an Option shall be the date a notice of exercise is received by the Company, together with provision for payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cash and partly in such Shares or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

Except as otherwise provided in the Plan or in ana related Award agreement,Agreement, an Option may be exercised for all,all or from time to time any part,portion of the Shares for which it is then exercisable. For purposesAn Option shall be exercised by the delivery of this [Section 6],a notice of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Option is to be exercised and full payment of the exercise dateprice for such Shares. The exercise price of an Option shall be the date a notice of exercise is received by the Company, together with provision for payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g.,or in such other form, if and to the extent permitted by check); #the Committee, in its sole discretion, including: (a) by tendering (either by actual delivery or attestation) previously acquired Shares having aan aggregate Fair Market Value at the time of exercise equal to the aggregate Option Price forexercise price; (b) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the Shares being purchasedextent permitted by applicable law); or (c) by a combination of cash (or its equivalent) and satisfying such other requirementsthe methods described in clauses (a) and/or (b). Subject to the terms of the Plan, as may be imposed bysoon as practicable after receipt of the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cashnotification of exercise and partly in such Shares or # if there is a public market for the Shares at such time, through the deliveryfull payment of irrevocable instructions to a broker to sell Shares obtained upon the exercise price on an Option, the Company shall cause the appropriate number of the Option andShares to deliver promptlybe issued to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.Participant.

6.6Payment. Options shall be exercised for all, or from time to time any part,by a Participant’s delivery of the Shares for which it is then exercisable. For purposes of this [Section 6], the exercise date of an Option shall be the date a written notice of exercise is received byto the Company, together with provision for paymentSecretary of the Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full purchase pricepayment for the Shares. Upon the exercise of an Option, the Exercise Price shall be payable to the Company in accordancefull in cash or its equivalent. The Committee may also permit exercise # by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or # by any other means which the Committee determines to provide legal consideration for the Shares, and to be consistent with this [Section 6(c)]. The purchase pricethe purposes of the Plan. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver to the Participant, Share certificates (which may be in book entry form) representing such Shares. Until the issuance of the stock certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cash and partly in such Shares or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Pricehas been exercised. No adjustment will be made for the Shares being purchased. No Participant shall have any rights to dividendsa dividend or other rights offor which a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuantrecord date is established prior to the Plan.date the certificates are issued.

Exercise of Options. Except as otherwise provided inVested Options granted under the Plan shall be exercised by the Participant or by a Permitted Assignee thereof (or by the Participant’s executors, administrators, guardian or legal representative, as may be provided in an Award agreement, an Option may be exercised for all,Agreement) as to all or from time to time any part,part of the Shares for which it is then exercisable. For purposescovered thereby, by the giving of this [Section 6], the exercise date of an Option shall be the date awritten notice of exercise is receivedto the Company or its designated agent, specifying the number of Shares to be purchased, accompanied by the Company, together with provision for payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchasedpurchased, together with the amount required to be withheld by the then current Internal Revenue Code and satisfyingRegulations and applicable state income taxes. Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds). The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other requirementsoffice as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as establishedCommittee may from time to time bydirect, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee in ordermay from time to avoid adverse accounting treatment applying generally accepted accounting principles); # partly intime prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash and partly in such Shares or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option untilfor which the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuantrecord date is prior to the Plan.date of such issuance.

Subject to the terms of Options. Except as otherwise provided in the Plan or in an Award agreement,applicable Agreement, an Option may be exercised for all,exercised, in whole or from timein part, by delivering to time any part, of the Shares for which it is then exercisable. For purposes of this [Section 6], the exercise date of an Option shall be the dateCompany a notice of exercise is receivedthe exercise, in such form as the Committee may prescribe, accompanied, in the case of an Option, by the Company, together with provision for# a full payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares aswith respect to which anthe Option is exercised shall be paidor # to the Company, as designated byextent provided in the Committee, pursuantapplicable Agreement, irrevocable instructions to one or more ofa broker to deliver promptly to the following methods: # inCompany cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price forexercise price of the Shares being purchased and satisfying such other requirements asOption. To the extent provided in the applicable Agreement, payment may be imposedmade by # delivery (including constructive delivery) of Shares (provided that such Shares, if acquired pursuant to an Option or other Award granted hereunder or under any other compensation plan maintained by the Committee; provided, that such SharesCompany or any Affiliate, have been held by the Participant for no less thanat least six months (ormonths, or such other periodperiod, if any, as established from time to timemay be required by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cash and partly in such SharesCommittee), valued at Fair Market Value on the Date of Exercise or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paidpromissory note as provided in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.[Section 7.2].

Procedure for Exercise; Rights as a Stockholder. Any Option granted under this Plan shall be exercisable according to the terms of Options. Exceptthe Plan and at such times and under such conditions as otherwise provideddetermined by the Administrator and set forth in the PlanAward Agreement. An Option shall be deemed exercised when the Company receives: # written or in anelectronic notice of exercise (in accordance with the Award agreement, an Option may be exercisedAgreement) from the Person entitled to exercise the Option, and # full payment for all, or from time to time any part, of the Shares with respect to which the Option is exercised (including provision for which it is then exercisable. For purposesany applicable tax withholding). Full payment may consist of this [Section 6],any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise date of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Awarded Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date a noticethe Shares are issued, except as provided in [Section 16] of exercise is receivedthe Plan or the applicable Award Agreement. Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option by the Company, together with provision for paymentnumber of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which anthe Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cash and partly in such Shares or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.exercised.

Exercise. An Option, if exercisable, shall be exercised by completion, execution and delivery of Options. Exceptnotice (written or electronic) to the Company of exercise of the Option which states # the Participant’s intent to exercise the Option,(ii) the number of shares of Common Stock with respect to which the Option is being exercised, # such other representations and agreements as otherwisemay be required by the Company and # the method for satisfying any applicable tax withholding as provided in [Section 11(e)]. Such notice of exercise shall be provided on such form or by such method as the Committee may designate, and payment of the exercise price shall be made in accordance with [Section 6(e)]. Subject to the provisions of the Plan or in an Awardand the applicable Option agreement, an Option may be exercised for all,to the extent vested in whole at any time or in part from time to time any part, ofat such times and in compliance with such requirements as the Shares for which it is then exercisable. For purposes of this [Section 6], theCommittee shall determine. A partial exercise date of an Option shall benot affect the date a notice ofright to exercise is received by the Company, together with provision for payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time byin accordance with the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cashPlan and partly in such Shares or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of theapplicable Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholderagreement with respect to Sharesthe remaining shares subject to anthe Option. An Option until the Participant has given written noticemay not be exercised with respect to fractional shares of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.Common Stock.

An Option will be deemed exercised when the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this [Section 6], the exercise date of an Option shall be the dateCompany receives: # a notice of exercise is received by(in such form as the Company, together with provision forAdministrator may specify from time to time) from the person entitled to exercise the Option, and # full payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares aswith respect to which anthe Option is exercised shall(together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be paidissued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Company, as designated by the Committee, pursuantShares subject to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cash and partly in such Shares or # if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained uponan Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option and to deliver promptlyis exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the Company an amount outdate the Shares are issued, except as provided in [Section 13] of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

Section # Method of Options. Except as otherwise providedExercise. Subject to the provisions of this Article and the applicable Award Agreement, a Participant may exercise an Option, in the Planwhole or in an Award agreement, anpart, at any time during the applicable Option may be exercised for all, or from timePeriod by giving written notice to time any part, of the Shares for which it is then exercisable. For purposes of this [Section 6], the exercise date of an Option shall be the date a noticeCompany of exercise is received by the Company, together with provision for payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: # in cash or its equivalent (e.g., by check); # in Shares havingon a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to timeform provided by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly in cash and partly in such Shares or # if there is a public market for(if available). Such notice shall specify the Shares at such time, through the deliverynumber of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to anthe Option until the Participant has given written notice of exerciseto be purchased and shall be accompanied by payment in full of the Option, paid in full fortotal Exercise Price by cash or check or such Shares and, if applicable, has satisfied any other conditions imposedform of payment as the Company may accept. If permitted by the Committee pursuant toor the Plan.applicable the Award Agreement, payment in full or in part may also be made by:

Method of Options. Except as otherwise provided inExercise. Options to the Plan or in an Award agreement, an Optionextent then exercisable may be exercised for all,in whole or fromin part at any time during the option period, by giving written notice to time any part,the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full of the Shares for which it is then exercisable. For purposes of this [Section 6], the exercise date of an Option shallpurchase price, in cash, or by check or such other instrument as may be the date a notice of exercise is received by the Company, together with provision for payment of the full purchase price in accordance with this [Section 6(c)]. The purchase price for the Shares as to which an Option is exercised shall be paidacceptable to the Company, as designatedCommittee. As determined by the Committee, pursuant to onein its sole discretion, at or moreafter grant, payment in full or in part may be made at the election of the following methods:Optionee # in cashthe form of Stock owned by the Optionee (based on the Fair Market Value of the Stock which is not the subject of any pledge or its equivalent (e.g., by check);security interest, # in Sharesthe form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received with such withheld shares of Stock having a Fair Market Value equal to the aggregate Option Price forexercise price of the Shares being purchased and satisfyingOption, or # by a combination of the foregoing, such other requirements as may be imposedFair Market Value determined by applying the Committee; provided,principles set forth in [Section 5(a)], provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); # partly incombined value of all cash and partly in such Shares or # if there is a public market forcash equivalents and the Shares at such time, through the deliveryFair Market Value of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptlyany shares surrendered to the Company an amount outis 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 proceedsStock received upon exercise of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participantan Incentive Option. An Optionee shall have any rightsthe right to dividends orand other rights of a stockholder with respect to Shares subject toshares of Stock purchased upon exercise of an Option untilat such time as the ParticipantOptionee # has given written notice of exercise of the Option,and has paid in full for such Shares and, if applicable,shares, and # has satisfied any othersuch conditions that may be imposed by the Committee pursuantCompany with respect to the Plan.withholding of taxes.