Edward L. Walter and Jamie K. Walter - Page 7

                                         -7-                                          
          Stock Option Notice of Exercise and Exercise                                
               In order for petitioner to exercise his stock options from             
          Primus, Piper Jaffray used a 1-page form (notice).  The notice              
          was drafted on Piper Jaffray letterhead and was entitled “Stock             
          Option Notice of Exercise”.  The top half of the notice allowed             
          petitioner to advise Primus that he was exercising his stock                
          options and to instruct Piper Jaffray on the manner in which he             
          would pay for the exercise by checking one of three boxes with              
          corresponding instructions.3  The top half of the notice also               
          advised Primus that Piper Jaffray was enclosing its check (or               
          checks) payable to Primus as “the TOTAL PAYMENT amount                      
          representing the exercise price due as a result of the stock                
          option exercise”, instructed Primus to deposit into petitioner’s            
          Piper Jaffray account the shares he purchased by exercising his             
          stock options, and contained lines on which petitioner should               
          enter certain specified personal information and sign his name              
          with a date of signature.  The bottom half of the notice                    
          contained a statement that Primus verified the information set              
          forth on the top half of the notice and that it would deliver the           
          requested shares to Piper Jaffray within 3 business days or a               
          reasonable time thereafter.  The bottom half of the notice also             

               3 The respective instructions to the three boxes were:                 
          “SAME DAY SALE:  Exercise your stock options by selling all                 
          shares immediately”; “CASHLESS EXERCISE:  Exercise your stock               
          options by selling enough shares to cover exercise cost”; and               
          “EXERCISE AND HOLD:  Margin stock to exercise options and hold at           
          US Bancorp Piper Jaffray.  Interest rates will be charged                   
          according to current margin rates”.                                         



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Last modified: May 25, 2011