Stock Option Purchase Agreement Form

5.2 Payment by change of shares. If you pay all or part of the total exercise price through a share exchange exercise, you may complete that delivery by providing proof of economic ownership of those shares instead of the physical delivery. The Company will accept this delivery as payment by certificate and will withdraw the same number of shares from the number of shares issued in the exercise. 7. Investment Guarantees. With regard to the acquisition of the shares, the company`s optionaire takes note of the following communication 4.1. If exerciseable, this option may be exercised from time to time in whole or in part (but in stages of at least 100 option shares) by accessing Merrill Lynch Benefits OnLine (www.benefits.ml.com) and following the instructions of the company and Merrill Lynch. The exercise must be accompanied by a full payment in accordance with Section 5. below the total exercise price of the acquired option shares. When exercising this option and prior to the provision of the option shares acquired in such exercise, the company has the right to withhold and deduct from your future wages (or other amounts that the company owes you), or to take any other measure to recover all sums legally necessary to satisfy a federal state. national or local tax obligations related to source and employment a resulting from or related to the granting or exercise of that option; or (ii) request that you immediately transfer the amount of such holdback to Merrill Lynch before responding to your training notice.

In the event that the Company is unable to withhold such amounts for any reason, you agree to pay the Company an amount equivalent to the amount that the Company would otherwise have to withhold under federal, state or local law. 3.4 Dismissal for nothing new. In the event that your employment with the company or a related company ceases for a material reason, this option will expire and will be .m invalid at 4:00 p.m. for all option shares that do not expire. (Minneapolis time) on the day such termination becomes effective. . . .

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