CONFIRMED FACSIMILE TRANSMISSION, OR BY SUCH OTHER MEANS
AS THE CORPORATION MAY PERMIT, TO THE CORPORATION, OR AN AUTHORIZED
REPRESENTATIVE OF THE CORPORATION (INCLUDING A THIRD-PARTY ADMINISTRATOR
DESIGNATED BY THE CORPORATION).
EACH EXERCISE NOTICE, WHETHER ELECTRONIC OR
WRITTEN, MUST STATE THE PARTICIPANT'S ELECTION TO EXERCISE THE OPTION, THE
NUMBER OF WHOLE SHARES FOR WHICH THE OPTION IS BEING EXERCISED AND SUCH OTHER
REPRESENTATIONS AND AGREEMENTS AS TO THE PARTICIPANT'S INVESTMENT INTENT WITH
RESPECT TO SUCH SHARES AS MAY BE REQUIRED PURSUANT TO THE PROVISIONS OF THIS
OPTION AGREEMENT.
FURTHER, EACH EXERCISE NOTICE MUST BE RECEIVED BY THE
CORPORATION PRIOR TO THE TERMINATION OF THE OPTION AS SET FORTH IN SECTION 6 AND
MUST BE ACCOMPANIED BY FULL PAYMENT OF THE AGGREGATE EXERCISE PRICE FOR THE
NUMBER OF SHARES BEING PURCHASED.
THE OPTION SHALL BE DEEMED TO BE EXERCISED
UPON RECEIPT BY THE CORPORATION OF SUCH ELECTRONIC OR WRITTEN EXERCISE NOTICE
AND THE AGGREGATE EXERCISE PRICE.
2
4.3
PAYMENT OF EXERCISE PRICE.
(A)
FORMS OF CONSIDERATION AUTHORIZED.
EXCEPT AS OTHERWISE
PROVIDED BELOW, PAYMENT OF THE AGGREGATE EXERCISE PRICE FOR THE NUMBER OF SHARES
FOR WHICH THE OPTION IS BEING EXERCISED SHALL BE MADE (I) IN CASH, BY CHECK OR
IN CASH EQUIVALENT; (II) IF PERMITTED BY THE CORPORATION AND SUBJECT TO THE
LIMITATIONS CONTAINED IN SECTION 4.3(B), BY MEANS OF (1) A CASHLESS EXERCISE,
(2) A NET-EXERCISE, OR (3) A STOCK TENDER EXERCISE; OR (III) BY ANY COMBINATION
OF THE FOREGOING.
(B)
LIMITATIONS ON FORMS OF CONSIDERATION.
THE CORPORATION
RESERVES, AT ANY AND ALL TIMES, THE RIGHT, IN THE CORPORATION'S SOLE AND
ABSOLUTE DISCRETION, TO ESTABLISH, DECLINE TO APPROVE OR TERMINATE ANY PROGRAM
OR PROCEDURE PROVIDING FOR PAYMENT OF THE EXERCISE PRICE THROUGH ANY OF THE
MEANS DESCRIBED BELOW, INCLUDING WITH RESPECT TO THE PARTICIPANT NOTWITHSTANDING
THAT SUCH PROGRAM OR PROCEDURES MAY BE AVAILABLE TO OTHERS.
(I)
CASHLESS EXERCISE.
A "CASHLESS EXERCISE"
MEANS THE
DELIVERY OF A PROPERLY EXECUTED EXERCISE NOTICE TOGETHER WITH IRREVOCABLE
INSTRUCTIONS TO A BROKER IN A FORM ACCEPTABLE TO THE CORPORATION PROVIDING FOR
THE ASSIGNMENT TO THE CORPORATION OF THE PROCEEDS OF A SALE OR LOAN WITH RESPECT
TO SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION IN AN AMOUNT NOT LESS THAN
THE AGGREGATE EXERCISE PRICE FOR SUCH SHARES (INCLUDING, WITHOUT LIMITATION,
THROUGH AN EXERCISE COMPLYING WITH THE PROVISIONS OF REGULATION T AS PROMULGATED
FROM TIME TO TIME BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
(II)
NET-EXERCISE.
A "NET-EXERCISE"
MEANS THE DELIVERY OF A
PROPERLY EXECUTED EXERCISE NOTICE ELECTING A PROCEDURE PURSUANT TO WHICH (1) THE
CORPORATION WILL REDUCE THE NUMBER OF SHARES OTHERWISE ISSUABLE TO THE
PARTICIPANT UPON THE EXERCISE OF THE OPTION BY THE LARGEST WHOLE NUMBER OF
SHARES HAVING A FAIR MARKET VALUE THAT DOES NOT EXCEED THE AGGREGATE EXERCISE
PRICE FOR THE SHARES WITH RESPECT TO WHICH THE OPTION IS EXERCISED, AND (2) THE
PARTICIPANT SHALL PAY TO THE CORPORATION IN CASH THE REMAINING BALANCE OF SUCH
AGGREGATE EXERCISE PRICE NOT SATISFIED BY SUCH REDUCTION IN THE NUMBER