(c) Method of Exercise. The Option shall be exercisable by
delivery of an exercise notice (a form of which is attached as Exhibit A), stating the election to exercise the Option, the number of whole Shares in respect of which the Option is being exercised, the form of payment, the proposed closing
date, and such other provisions as may be required by the Committee. The exercise notice shall be delivered to the Corporation in accordance with Section 16 below accompanied by full payment of the Exercise Price, which must be made by one or a
combination of the following:
(1) Payment in cash;
(2) Delivery of previously acquired Shares having a Fair Market Value equal to the Exercise Price; or
(3) Delivery of an irrevocable direction to a securities broker acceptable to the Committee (subject to the provisions
of the Sarbanes-Oxley Act of 2002 and any other applicable statute or rule) to sell Shares subject to the Option and to pay a sufficient portion of the net proceeds of the sale to the Corporation in satisfaction of the Exercise Price.
The Option shall be deemed to be exercised on the date (the Exercise Date) on which the Corporation has received all of the following:
(i) the exercise notice, (ii) the aggregate Exercise Price and (iii) the Tax Payment (defined below).
(d) Previously Acquired Shares. Delivery of previously acquired Shares in full or partial payment of the
aggregate Exercise Price will be subject to the following conditions:
(1) The Shares tendered must be in good
(2) The Fair Market Value of the Shares delivered as of the Exercise Date, together with the
amount of cash, if any, tendered must equal or exceed the aggregate Exercise Price;
(3) Any Shares remaining
after satisfying the payment of the aggregate Exercise Price will be reissued in the same manner as the Shares tendered; and
(4) No fractional Shares will be issued and cash will not be paid to the Participant for any fractional Share value
not used to pay the aggregate Exercise Price.
(e) Taxes. The Participant (or other person exercising the
Option) is responsible for the payment of all federal, state and local withholding taxes and the Participants portion of any applicable payroll taxes imposed in connection with the exercise of the Option (collectively, the Tax
Payment). No portion of the Option may be exercised and no Shares will be delivered to the Participant or other person pursuant to the exercise of the Option until the Participant or other person has made arrangements acceptable to the
Committee for the satisfaction of the Tax Payment obligation. At its election, the Corporation may offset or withhold (from any cash amount owed by the Corporation to the Participant), or collect from the Participant or other person, an amount
sufficient to satisfy such Tax Payment obligation.
The Participant understands that the Participant may suffer adverse tax consequences as a result of
the Participants purchase or disposition of the Shares. The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the purchase or disposition of the Shares and
that the Participant is not relying on the Corporation for any tax advice.