Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares 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 otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate 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. 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 shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares 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 otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate 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. 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 articlesArticles of incorporationIncorporation or bylawsBylaws 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 shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.

Subject to this Agreementthe vesting conditions set forth in [Section 3(b)] above and the terms of the Plan, thethis Option may be exercised in whole or in part at any time prior to the Termination Date by the transmittal of agiving written notice to the Company at its principal placeGrantor, which written notice may be in the form of business. Such notice shall specify[Exhibit A] to this Agreement (the “Exercise Notice”), specifying the number of shares of Stock which the Grantee electsOption Shares to purchase, shall be signed by the Grantee and shall bepurchased, accompanied by payment in full of the Option Price forpurchase price, in cash or by check. Payment in full or in part may be made at the shareselection of the Optionee # in the form of Common Stock which the Grantee elects to purchase. Except as otherwise providedowned by the CommitteeOptionee (based on the Fair Market Value (as that term is defined in the Plan) of the Common Stock on the trading day before the Option is exercised, such payment may be madeexercised) 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 wholethe 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 in part # inby a combination of the foregoing, provided that the combined value of all cash orand cash equivalents acceptableand the Fair Market Value of any Common Stock surrendered to the Company inGrantor is at least equal to the amountExercise 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 Price plus applicable tax withholding; #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 imposed by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate 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. 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 actionGrantor with respect to the shareswithholding 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 shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.taxes.

Method of Exercise. The exercise of an Option mayshall be exercised in whole or in partmade only by the transmittal of a written notice delivered in person or by mail (including electronic mail) to the Secretary of the Company at the Company’s principal executive office, specifying the number of Shares to be purchased and accompanied by payment therefor, as well as for any required tax withholding, and otherwise in accordance with the Agreement pursuant to which the Option was granted. The purchase price for any Shares purchased pursuant to the exercise of an Option and required tax withholding shall be paid in full upon such exercise in cash, by check, or, at the discretion of the Committee and upon such terms and conditions as the Committee shall approve, by transferring Shares to the Company at its principal place of business. Such notice shall specify the number of shares of Stock whichor by having Shares that would otherwise have been delivered to the Grantee elects to purchase, shall be signedupon exercise of an Option withheld by the Grantee and shall be accompaniedCompany. Any Shares transferred to or withheld by the Company as payment of the purchase price or tax withholding under an Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment mayshall be made in whole or in part # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned forvalued at least six months and acceptable to the Committee having an aggregatetheir Fair Market Value (valued on the day preceding the date of exercise) that is equalexercise of such Option. If requested by the Committee, the Grantee shall deliver the Agreement evidencing the Option and the Agreement evidencing any related Stock Appreciation Right 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. 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 shareholderSecretary of the Company underwho shall endorse thereon a notation of such exercise and return such Agreement to the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.Grantee.

Method of Exercise. Options to this Agreement and the Plan, the Optionextent then exercisable may be exercised in whole or in part at any time during the option period, by the transmittal of agiving written notice to the Company at its principal place of business. Such notice shall specifyspecifying the number of shares of Stock which the Grantee elects to purchase, shall be signed by the Grantee and shall bepurchased, accompanied by payment in full of the Option Price forpurchase price, in cash, or by check or such other instrument as may be acceptable to the shares of Stock which the Grantee elects to purchase. Except as otherwise providedCommittee. As determined by the Committee before the Option is exercised, suchCommittee, in its sole discretion, at or after grant, payment in full or in part may be made in whole or in partat the election of the Optionee # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of sharesform of Stock owned by the Grantee which, if acquired fromOptionee (based on the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued onof the dateStock which is not the subject of exercise) that isany pledge or security interest, # in the 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 amountexercise price of cash that would otherwise be required for payment;the Option, or # by authorizing a Company-approved third party to remitcombination 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 sufficientdisqualifying disposition of all or a portion of the sale proceedsStock received upon exercise of an Incentive Option. An Optionee shall have the right to paydividends and other rights of a stockholder with respect to shares of Stock purchased upon exercise of an Option at such time as the entire Option PriceOptionee # has given written notice of exercise and any tax withholding fromhas paid in full for such exercise. The Option shall notshares, and # has satisfied such conditions that may be exercisable if and toimposed by 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 shareswithholding 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 shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.taxes.

Exercise of Stock Option. Subject to the provision of Paragraph 4 hereof, this Agreement and the Plan, theStock Option may be exercised in whole or in part by the transmittal of a written notice delivered to the Company at its principal place of business. Such notice shall specifystating the number of Option Shares with respect to which this Stock Option is being exercised, together with cash and/or, if permitted at the time of exercise by the Stock Option Committee, shares of Common 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 otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part # in cash or cash equivalents acceptableCompany which, when added to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which,cash payment, if acquired from the Company,any, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the full amount of cash that would otherwisethe purchase price of such Option Shares. If all or part of payment is made in shares of Common Stock as heretofore provided, such payment shall be deemed to have been made only upon receipt by the Corporation of all required for payment; or # by authorizing a Company-approved third partyshare certificates, and all stock powers and other required transfer documents necessary to remittransfer the shares of Common Stock to the Company a sufficient portion ofCorporation. Not less than ten (10) Option shares may be purchased at any one time unless the sale proceedsnumber purchased is the total number which remains to pay the entirebe purchased under this Stock Option Price and any tax withholding from such exercise. 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 whichin no event may the Stock is listed. If any Applicable Laws require the Company to take any actionOption be exercised with respect to the shares of Stock specified in the written notice offractional shares. Upon 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 CompanyOptionee shall take such actionmake appropriate arrangements and the day for delivery of such shares shall be extendedresponsible for the period necessary to take such action. No Grantee shall havewithholding of any of the rights of a shareholder of the Company under the Option unlessfederal and until shares of Stock are fully paid and duly issued upon exercise of the Option.state income taxes then due.

Method of Exercise. The exercise of an Option mayshall be exercised in whole or in partmade only by the transmittal of a written notice delivered in person or by mail (including electronic mail) to the Secretary of the Company at the Company’s principal executive office, specifying the number of Shares to be purchased and accompanied by payment therefor, as well as for any required tax withholding, and otherwise in accordance with the Agreement pursuant to which the Option was granted. The purchase price for any Shares purchased pursuant to the exercise of an Option and required tax withholding shall be paid in full upon such exercise in cash, by check, or, at the discretion of the Committee and upon such terms and conditions as the Committee shall approve, by transferring Shares to the Company at its principal placeor by having Shares that would otherwise have been delivered to the Optionee upon exercise of business. Such notice shall specify the number of shares of Stock which the Grantee elects to purchase, shall be signedan Option withheld by the Grantee and shall be accompaniedCompany. Any Shares transferred to or withheld by the Company as payment of the purchase price or tax withholding under an Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment mayshall be made in whole or in part # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned forvalued at least six months and acceptable to the Committee having an aggregatetheir Fair Market Value (valued on the day preceding the date of exercise) that is equalexercise of such Option. If requested by the Committee, the Optionee shall deliver the Agreement evidencing the Option and the Agreement evidencing any related Stock Appreciation Right 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. 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 shareholderSecretary of the Company underwho shall endorse thereon a notation of such exercise and return such Agreement to the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.Optionee.

Subject to this Agreementthe terms of [Section 12] and the Plan, the[Section 18.3], an Option that is exercisable may be exercised in whole or in part by the transmittal of a written noticeGrantee’s delivery to the Company or its designee or agent of notice of exercise on any business day, at itsthe Company’s principal placeoffice or the office of business.such designee or agent, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which the Grantee elects to purchase, shall be signed by the Granteesuch Option is being exercised and shall be accompanied by payment in full of the Option Price forof the shares of Stock for which such Option is being exercised plus the amount (if any) of federal and/or other taxes which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be madeCompany may, in whole or in part # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwiseits judgment, 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. 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 actionwithhold 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 issuanceexercise of such shares, then the Company shall take such action and the day for delivery of such shares shall be extendedOption. The Committee may provide for the period necessaryautomatic exercise pursuant to take such action. No Grantee shall have anya cashless exercise as described in [Section 12.3] of the rights of a shareholder of the Company under thean Option unlessthat remains outstanding and until shares of Stock are fully paid and duly issued upon exercise of the Option.unexercised immediately prior to its expiration.

Subject to the terms and conditions of this Agreement and the Plan,Agreement, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company ator its principal placedesignee, in substantially the form of business.[Exhibit A] attached hereto (or in such other form acceptable to the Company, which may include electronic notice). Such notice shall specifystate the number of shares of StockShares with respect to which the Grantee elects to purchase,Option is being exercised and shall be signed by the Grantee andperson exercising the Option (which signature may be provided electronically in a form acceptable to the Company). Payment of the Exercise Price for such Shares shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made # in whole or in part #United States dollars in cash or cash equivalents acceptable toby check; or # at the Company in the amountdiscretion of the Option Price plus applicable tax withholding; # by the tender or attestation to the CompanyAdministrator, through delivery of shares of Stock owned by the Grantee which, if acquired from the Company, have been ownedClass A common stock held for at least six months and acceptable(if required to the Committeeavoid negative accounting treatment) having an aggregatea Fair Market Value (valued on(as defined below) equal as of the date of exercise) that is equalthe exercise to the amountaggregate cash exercise price for the number of cash that would otherwise be required for payment; orShares as to which the Option is being exercised; # at the discretion of the Administrator, by authorizing a Company-approved third party to remit tohaving the Company a sufficient portion ofretain from the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. 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 shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issuedShares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or # at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator; or # at the discretion of the Administrator, by any combination of [(a), [(b), (c) and (d) above]e]e]]e]; or # at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to [Section 5] hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercise. Options to this Agreement and the Plan, the Optionextent then exercisable may be exercised in whole or in part at any time during the option period, by the transmittal of agiving written notice to the Company at its principal place of business. Such notice shall specifyspecifying the number of shares of Common Stock which the Grantee elects to purchase, shall be signed by the Grantee and shall bepurchased, accompanied by payment in full of the Option Price forpurchase price, in cash, or by check or such other instrument as may be acceptable to the shares of Stock which the Grantee elects to purchase. Except as otherwise providedCommittee. As determined by the Committee before the Option is exercised, suchCommittee, in its sole discretion, at or after grant, payment in full or in part may be made in whole or in partat the election of the Optionee # in cash or cash equivalents acceptable to the Company in the amountform of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares ofCommon Stock owned by the Grantee which, if acquired fromOptionee (based on the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued onof the dateCommon Stock which is not the subject of exercise) that isany pledge or security interest, # in the form of shares of Common Stock or Preferred Stock withheld by the Company from the shares of Common Stock otherwise to be received with such withheld shares of Common Stock having a Fair Market Value equal to the amountexercise price of cash that would otherwise be required for payment;the Option, or # by authorizing a Company-approved third party to remitcombination 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 sufficientdisqualifying disposition of all or a portion of the sale proceedsCommon Stock received upon exercise of an Incentive Option. An Optionee shall have the right to paydividends and other rights of a stockholder with respect to shares of Common Stock purchased upon exercise of an Option at such time as the entire Option PriceOptionee # has given written notice of exercise and any tax withholding fromhas paid in full for such exercise. The Option shall notshares, and # has satisfied such conditions that may be exercisable if and toimposed by 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 shareswithholding 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 shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.taxes.