Buy-Out of Option Gains. Except as provided in Paragraph C.3, at any time after any Option becomes exercisable, the Committee shall have the right, in its sole discretion and without the consent of the Participant, to cancel such Option and to cause PepsiCo to pay to the Participant the excess of the Fair Market Value of the shares of Common Stock covered by such Option over the Option Exercise Price of such Option as of the date the Committee provides written notice (the “Buy Out Notice”) of its intention to exercise such right. Payments of such buy out amounts pursuant to this provision shall be effected by PepsiCo as promptly as possible after the date of the Buy Out Notice and shall be made in shares of Common Stock. The number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a share of Common Stock at the date of the Buy Out Notice, and by rounding up any fractional share to a whole share. Payments of any such buy out amounts shall be made net of the minimum applicable foreign, federal (including FICA), state and local withholding taxes, if any.
Buy-Out of Option Gains. At any time after an Option becomes exercisable, the Committee shall have the right to elect, in its sole discretion and without the consent of the holder thereof, to cancel such Option and to pay to the Optionee the excess of the fair market value of the shares of Common Stock covered by such Option over the Option Exercise Price of such option at the date the Committee provides written notice (the “Buy Out Notice”) of the intention to exercise such right. Buyouts pursuant to this provision shall be effected by the Company as promptly as possible after the date of the Buy Out Notice. Payments of buy out amounts may be made in cash, in shares of Common Stock, or partly in cash and partly in shares of Common Stock, as the Committee deems advisable. To the extent payment is made in Common Stock, the number of shares shall be determined by dividing the amount of the payment to be made by the fair market value of a share of Common Stock at the date of the Buy Out Notice. In no event shall the Company be required to deliver a fractional share of Common Stock in satisfaction of this buy out provision. Payments of any such buy out amounts shall be made net of any applicable foreign, federal (including FICA), state and local withholding taxes. For the purposes of this provision, fair market value shall be equal to the average of the high and low prices at which a share of the Company Common Stock is traded on the New York Stock Exchange on the relevant date.
Buy-Out of Option Gains. At any time after any Option becomes exercisable, the Committee shall have the right, in its sole discretion and without the consent of the Participant, to cancel such Option and pay to the Participant the difference between the Option Exercise Price and the Fair Market Value of the shares covered by the Option as of the date the Committee gives written notice (the “Buy Out Notice”) of its intention to exercise such right. Payments of such buy out amounts pursuant to this provision shall be effected by PepsiCo as promptly as possible after the date of the Buy Out Notice and shall be made in shares of Common Stock. The number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a share of Common Stock at the date of the Buy Out Notice, and by rounding up any fractional share to a whole share. Payments of any such buy out amounts shall be made net of the minimum applicable foreign, federal (including FICA), state and local withholding taxes, if any.
Buy-Out of Option Gains. At any time after the Option becomes exercisable, the Administrator shall have the right to elect, in its sole discretion and without the consent of the Optionee, to cancel the Option and pay to the Optionee the excess of the Fair Market Value of the Shares over the Option Price at the date the Administrator provides written notice (the "Buy Out Notice") of the intention to exercise the right. A buy out pursuant to this Section shall be effected by the Company as promptly as possible after the date of the Buy Out Notice. Payment of the buy out amount may be made in cash, in common shares of the Company, or partly in cash and partly in common shares as the Administrator deems advisable. To the extent payment is made in common shares, the number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a common share at the date of the Buy Out Notice. Payment of such buy out amount shall be made net of any applicable foreign, federal (including Federal Insurance Contributions Act), state and local withholding taxes.
Buy-Out of Option Gains. Except as provided hereinafter, at any time after any Option becomes exercisable, the Committee shall have the right, in its sole discretion and without the consent of the Participant, to cancel such Option and to cause Sucampo to pay to the Participant the excess of the Fair Market Value of the shares of Common Stock covered by such Option over the Option Exercise Price of such Option as of the date the Committee provides written notice (the "Buy Out Notice") of its intention to exercise such right. Payments of such buy out amounts pursuant to this provision shall be effected by Sucampo as promptly as possible after the date of the Buy Out Notice and shall be made in shares of Common Stock. The number of shares shall be the greatest number of whole shares determined by dividing the amount of the payment to be made by the Fair Market Value of a share of Common Stock at the date of the Buy Out Notice. Payments of any such buy out amounts shall be made net of all applicable foreign, federal (including FICA), state and local withholding taxes, if any, calculated at the assumed maximum tax withholding rate.
Buy-Out of Option Gains. At any time after any Option becomes exercisable, the Committee shall have the right, in its sole discretion and without the consent of the Participant, to cancel such Option and pay to the Participant the difference between the Option Exercise Price and the Fair Market Value of the shares covered by the Option as of the date the Committee gives written notice (the “Buy Out Notice”) of its intention to exercise such right. Payments of such buy out amounts pursuant to this provision shall be effected by PepsiCo as promptly as possible after the date of the Buy Out Notice and may be made in cash, in shares of Common Stock or partly in cash and partly in Common Stock, as the Committee deems advisable. To the extent payment is made in shares of Common Stock, the number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a share of Common Stock at the date of the Buy Out Notice. In no event shall PepsiCo be required to deliver a fractional share of Common Stock in satisfaction of a buy out hereunder. Payments of any such buy out amounts shall be made net of any applicable foreign, federal (including FICA), state and local withholding taxes.
Buy-Out of Option Gains. At any time after any Option becomes exercisable, the Committee shall have the right, in its sole discretion and without the consent of the Optionee, to cancel such Option and to pay to the Optionee the difference between the Exercise Price of the Option and the Fair Market Value of the shares covered by the Options as of the date the Committee provides written notice (the “Buy Out Notice”) of its intention to exercise such right. Payments of such buy out amounts pursuant to this provision shall be effected by YUM! as promptly as possible after the date of the Buy Out Notice and may be made in cash or in Stock, or partly in cash and partly in Stock as the Committee deems advisable. To the extent payment is made in Stock, the number of shares shall be determined by dividing the amount of payment to be made by the Fair Market Value of a share at the date of the Buy Out Notice. In no event shall YUM! be required to deliver a fractional share of common stock in satisfaction of this buy out provision. Payments of any such buy out amounts shall be made net of any Tax-Related Items.
Buy-Out of Option Gains. At any time after any Option becomes exercisable, the Board shall have the right, in its sole discretion and without your consent, to cancel such Option and pay you the difference between the Option Exercise Price and the Fair Market Value of the shares covered by the Option as of the date the Board gives written notice (the “Buy-Out Notice”) of its intention to exercise such right. Payments of such buy out amounts pursuant to this provision shall be effected by PepsiCo as promptly as possible after the date of the Buy-Out Notice and shall be made in shares of PepsiCo Common Stock. The number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a share of PepsiCo Common Stock at the date of the Buy-Out Notice. In no event shall PepsiCo be required to deliver a fractional share of PepsiCo Common Stock in satisfaction of a buy out hereunder. Payments of any such buy out amounts shall be made net of any required tax withholding, in accordance with procedures specified in the Buy-Out Notice.
Buy-Out of Option Gains. The Committee shall have the right, at any time, in its sole discretion and without the consent of the Optionee, to cancel any Year 200_ Options and pay to the Optionee the difference between the option exercise price of the Year 200_ Options and the Fair Market Value of the shares covered by the Year 200_ Options as of the date the Committee gives written notice (the "Buy-Out Notice") of its intention to exercise such right. Payments of such buy-out amounts pursuant to this provision shall be effected by PBG as promptly as possible after the date of the Buy-Out Notice and may be made in cash, in shares of PBG Common Stock or partly in cash and partly in PBG Common Stock, as the Committee deems advisable. To the extent payment is made in shares of PBG Common Stock, the number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a share of PBG Common Stock at the date of the Buy-Out Notice. In no event shall PBG be required to deliver a fractional share of PBG Common Stock in satisfaction of a buy-out hereunder. Payments of any such buy-out amounts shall be made net of any applicable foreign, federal (including FICA), state and local withholding taxes.
Buy-Out of Option Gains. At any time after the Option ----------------------- becomes exercisable, the Board of Directors of the Company shall have the right to elect, in its sole discretion and without the consent of Employee, to cancel the Option and pay to Employee the excess of the fair market value of the Shares (based on the closing price of the Company's common shares on the immediately preceding day) over the Option Price on the date the Board provides written notice (the "Buy Out Notice") of the intention to exercise the right. A buy out pursuant to this section shall be effected by the Company as promptly as possible after the date of the Buy Out Notice. Payment of the buy out amount may be made in cash, in common shares of the Company, or partly in cash and partly in common shares as the Board of Directors deems advisable. To the extent payment is made in common shares, the number of shares shall be determined by dividing the amount of the payment to be made by the fair market value of a common share (based on the prior day's closing price) at the date of the Buy Out Notice. Payment of any such buy out amount shall be made net of any applicable foreign, federal (including FICA), state and local withholding taxes.
