ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 — Person Eligible to Exercise
During the lifetime of the Optionee, only such Optionee may exercise an Option (or any portion thereof) granted to him; provided, however,
that, unless otherwise prohibited by Rule 16b-3, an Optionee may transfer all or any portion of an Option to his spouse or immediate family member or any trust for the benefit thereof or as the Committee may otherwise permit in its sole
discretion. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan, be exercised by his personal representative or by any person empowered to do so under
the deceased Optionee’s will or under the then applicable laws of descent and distribution.
Section 5.2 — Partial Exercise
At any time and from time to time prior to the time when any exercisable Option or exercisable portion thereof becomes
unexercisable under the Plan, such Option or portion thereof maybe exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional shares and the Committee may, by the terms of the Option, require any
partial exercise to be with respect to a specified minimum number of shares.
Section 5.3 — Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of
the following prior to the time when such Option or such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other person then entitled to exercise such Option or portion, stating that such Option or portion is exercised, such notice complying with all
applicable rules established by the Committee; and
(b) (i) Full payment (in cash or by check) for the Shares with
respect to which such Option or portion is thereby exercised; or
(ii) Subject to the consent of the Committee,
(A) Shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 5.4, Shares of the Company’s Common Stock issuable to the Optionee
upon exercise of the Option, with a fair market value (as determined under Section 4.2(b)) on the date of Option exercise equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) Any combination of the consideration provided in the foregoing subsections (i) and (ii); and
(c) The payment to the Company (or other employer corporation) of all amounts which it is required to withhold under federal, state
or local law in connection with the exercise of the Option; provided, that, with the consent of the Committee, any combination of the following may be used to make all or part of such payment: (i) Shares of the Company’s Common Stock owned
by the Optionee duly endorsed for transfer or (ii) subject to the timing requirements of Section 5.4, Shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, valued in accordance with
Section 4.2(b) at the date of Option exercise; and
(d) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take
whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on Share certificates and issuing stop-transfer orders to transfer agents and registrars; and
(e) In the event that the Option or portion thereof shall be exercised pursuant to Section 5.1 by any person or persons other
than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.