Manner of Exercise.
The vested portion Subject to the Plan and this Agreement, the Vested Portion of this Option may be exercised from time to time, in whole or in part,
but not as to less than 1,000 shares of Stock (unless the remaining shares then constituting the Vested Portion of this Option is less than 1,000 shares of Stock) at any time, by delivery to the Company at its principal office of a stock option exercise
agreement (the "Exercise Agreement") notice, substantially in the form attached hereto
(the "For...m"), as Exhibit A(the "Notice"), which need not be the same for each Participant, stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, hereunder, if any, and such representations and agreements regarding the Participant's investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws. The Form Notice must be duly executed by Participant and be accompanied by payment in cash, or by check payable to the Company, in full for the Exercise Price for the number of Shares being purchased. Alternatively, but only if the Committee or other party to whom the Committee properly delegates powers under Plan (the "Administrator") Administrator authorizes at the time of exercise at its sole discretion, and where permitted by law (i) by surrender of Shares shares of Stock of the Company that have been owned by the Participant for more than six (6) months or lesser period if the surrender of Shares is otherwise exempt from Section 16 of the Exchange Act and if such Shares shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such Shares, shares, (ii) by forfeiture of Shares equal to the value of the exercise price pursuant to a "net "deemed net-stock exercise" as provided for in the Plan, (iii) by broker sale by following the required instructions therefor therefore including as so authorized by the Administrator in and its sole discretion instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price and the amount of any required tax or other withholding obligations, or (iv) by any combination of the foregoing methods of payment or any other consideration or method of payment. Participant may exercise this Vested Portion of this Option for only for whole Shares.
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