accordance with procedures communicated to Grantee from time to time, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price will be made in accordance with procedures established by the Committee from time to time based on the type of payment being made but, in any event, prior to issuance of the Shares. Except as otherwise determined by the Committee, Grantee will pay the exercise price (i) in cash, (ii) by delivering common shares of AG, which will be valued at their fair market value on the date of delivery, or by attestation to ownership of common shares having a fair market value on the date of exercise equal to the exercise price, (iii) with respect to an Option to purchase Class A common shares, by delivery of a properly executed notice together with irrevocable instructions to a broker to promptly deliver to AG the amount of sale proceeds to pay the exercise price and related withholding taxes on the settlement date that occurs after the date specified in the notice of exercise, (iv) with respect to an Option to purchase Class B common shares, through attestation of the ability to pay the exercise price followed by immediate tendering of such shares to AG and its immediate repurchase of such shares in accordance with AG's articles of incorporation, (v) a combination of the foregoing, or (vi) by such other method as the Committee may approve. The Committee may impose from time to time such limitations as it deems appropriate on the use of common shares of AG to exercise the Option.
(b) The obligation of AG to deliver Shares upon exercise of the Option will be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as AG's counsel may deem necessary or appropriate to comply with relevant securities laws and regulations.
(c) All obligations of AG under this Agreement will be subject to the rights of AG as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Except as otherwise determined by the Committee, Grantee may elect to satisfy any tax withholding obligation of AG with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.
5. Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only Grantee may exercise the Option during Grantee's lifetime and, after Grantee's death, the Option will be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.
6. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects will be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to
interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of AG and (iv) other requirements of applicable law. The Committee will have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions will be conclusive as to any questions arising hereunder.
7. No Employment or Other Rights. The grant of the Option will not confer upon Grantee any right to be retained by or in the employ of AG and will not interfere in any way with the right of AG to terminate Grantee's employment at any time. The right of AG to terminate at will Grantee's employment at any time for any reason is specifically reserved.
8. No Shareholder Rights. Neither Grantee, nor any person entitled to exercise Grantee's rights in the event of Grantee's death, will have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until the Shares have been issued upon the exercise of the Option.
9. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of Grantee, by will or by the laws of descent and distribution. In the event of any attempt by Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, AG may terminate the Option by notice to Grantee, and the Option and all rights hereunder will thereupon become null and void. The rights and protections of AG hereunder will extend to any successors or assigns of AG and to AG's parents, subsidiaries, and affiliates. This Agreement may be assigned by AG without Grantee's consent.
10. Applicable Law. The validity, construction, interpretation and effect of this instrument will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the conflicts of laws provisions thereof.
11. Notice. Except as otherwise described herein or as otherwise instructed by AG from time to time, any notice to AG provided for in this instrument shall be addressed to the principal executive office of AG to the attention of the Human Resources Department, and any notice to Grantee will be addressed to such Grantee at the current address shown on the payroll of AG, or to such other address as Grantee may designate to AG in writing. Any notice shall be delivered by hand, sent by facsimile, overnight delivery, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.