Common use of Buy-Out of Option Gains Clause in Contracts

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 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 Awardee 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 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 buyout 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 NASDAQ Stock Exchange Market on the relevant date.

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 Awardee 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 NASDAQ Exchange on the relevant date.

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.