Common use of Adjustment of Option Price Clause in Contracts

Adjustment of Option Price. For purposes of determining the adjusted option price of a Conversion Award replacing a Manor Care Stock Option, the following formula shall be used to maintain the grantee's Aggregate Spread on each outstanding grant of Manor Care Stock Options. The Aggregate Spread on each such outstanding grant shall be maintained by setting the adjusted option price to ensure that the difference between (1) the aggregate total Post-Conversion Stock Price for each Conversion Award of an option to acquire Manor Care Common Stock or Choice Common Stock, as the case may be, and (2) the aggregate adjusted option exercise price for each such Conversion Award, is equal to (3) the Aggregate Spread. In addition, the adjusted option price of each Conversion Award of an option to acquire Manor Care Common Stock or Choice Common Stock, as the case may be, shall be set to maintain the ratio of the exercise price of each Manor Care Stock Option being converted to the Post-Conversion Stock Price of the Common Stock purchasable under the Conversion Award by ensuring that the aforesaid ratio shall -20- 27 equal the ratio of (1) such adjusted option price for the Conversion Award to (2) the Post-Conversion Stock Price of the Common Stock purchasable under the Conversion Award (Manor Care Common Stock or Choice Common Stock, respectively).

Adjustment of Option Price. For purposes of determining the -------------------------- adjusted option price of a Conversion Award replacing a Manor Care Sunburst Stock Option, the following formula shall be used to maintain the grantee's Aggregate Spread on each outstanding grant of Manor Care Sunburst Stock Options. The Aggregate Spread on each such outstanding grant shall be maintained by setting the adjusted option price to ensure that the difference between (1) the aggregate total Post-Post- Conversion Stock Price for each Conversion Award of an option to acquire Manor Care Sunburst Common Stock or Choice Common Stock, as the case may be, and (2) the aggregate adjusted option exercise price for each such Conversion Award, is equal to (3) the Aggregate Spread. In addition, the adjusted option price of each Conversion Award of an option to acquire Manor Care Sunburst Common Stock or Choice Common Stock, as the case may be, shall be set to maintain the ratio of the exercise price of each Manor Care Sunburst Stock Option being converted to the Post-Post- Conversion Stock Price of the Common Stock purchasable under the Conversion Award by ensuring that the aforesaid ratio shall -20- 27 equal the ratio of (1) such adjusted option price for the Conversion Award to (2) the Post-Conversion Stock Price of the Common Stock purchasable under the Conversion Award (Manor Care Sunburst Common Stock or Choice Common Stock, respectively).

Adjustment of Option Price. For purposes of determining the adjusted option price of a Conversion Award replacing a Manor Care Stock Option, the following formula shall be used to maintain the grantee's Aggregate Spread on each outstanding grant of Manor Care Stock Options. The Aggregate Spread on each such outstanding grant shall be maintained by setting the adjusted option price to ensure that the difference between (1) the aggregate total Post-Conversion Stock Price for each Conversion Award of an option to acquire Manor Care Common Stock or Choice Common Stock, as the case may be, and (2) the aggregate adjusted option exercise price for each such Conversion Award, is equal to (3) the Aggregate Spread. In addition, the adjusted option price of each Conversion Award of an option to acquire Manor Care Common Stock or Choice Common Stock, as the case may be, shall be set to maintain the ratio of the exercise price of each Manor Care Stock Option being converted to the Post-Conversion Stock Price of the Common Stock purchasable under the Conversion Award by ensuring that the aforesaid ratio shall -20- 27 equal the ratio of (1) such adjusted option price for the Conversion Award to (2) the Post-Conversion Stock Price of the Common Stock purchasable under the Conversion Award (Manor Care Common Stock or Choice Common Stock, respectively).