Common use of Buy Out of OPTION Clause in Contracts

Buy Out of OPTION. At any time, the COMMITTEE, in its sole discretion and without the consent of the OPTIONEE, may cancel any portion of the OPTION by providing to the OPTIONEE written notice (a "BUY OUT NOTICE") of the COMPANY's intention to exercise the right reserved in this Section 8. If a BUY OUT NOTICE is given, the COMPANY shall pay to the OPTIONEE, in respect of each COMMON SHARE covered by the OPTION and subject to the BUY OUT NOTICE, the difference between (i) the fair market value (based on the closing sale price of the COMMON SHARES as reported on the New York Stock Exchange) on the date of the BUY OUT NOTICE and (ii) the OPTION PRICE. However, no payment shall be made with respect to that portion of the OPTION which is not exercisable on the date of the BUY OUT NOTICE. The COMPANY shall complete any buy out made under this Section 8 as soon as administratively possible after the date of the BUY OUT NOTICE. At the COMMITTEE's option, payment of the buy out amount may be made in cash, in whole COMMON SHARES or partly in cash and partly in whole COMMON SHARES. The number of whole COMMON SHARES, if any, included in the buy out amount shall be determined by dividing the amount of the payment to be made in COMMON SHARES by the fair market value of the COMMON SHARES on the date of the BUY OUT NOTICE.

Buy Out of OPTION. At any time, the COMMITTEEBOARD, in its sole discretion and without the consent of the OPTIONEE, may cancel any portion of the OPTION by providing to the OPTIONEE written notice (a "“BUY OUT NOTICE"”) of the COMPANY's ’s intention to exercise the right reserved in this Section 8. If a BUY OUT NOTICE is given, the COMPANY shall pay to the OPTIONEE, in respect of each COMMON SHARE covered by the OPTION and subject to the BUY OUT NOTICE, the difference between (i) the fair market value (based on the closing sale price Fair Market Value of the COMMON SHARES as reported on the New York Stock Exchange) on the date of the BUY OUT NOTICE and (ii) the OPTION PRICEExercise Price. However, no payment shall be made with respect to that portion of the OPTION which is not vested and exercisable on the date of the BUY OUT NOTICE. The COMPANY shall complete any buy out made under this Section 8 9 as soon as administratively possible after the date of the BUY OUT NOTICE. At the COMMITTEE's BOARD’s option, payment of the buy out amount may be made in cash, in whole COMMON SHARES or partly in cash and partly in whole COMMON SHARES. The number of whole COMMON SHARES, if any, included in the buy out amount shall be determined by dividing the amount of the payment to be made in COMMON SHARES by the fair market value Fair Market Value of the COMMON SHARES on the date of the BUY OUT NOTICE.

Buy Out of OPTION. At any time, the COMMITTEEBOARD, in its sole discretion and without the consent of the OPTIONEE, may cancel any portion of the OPTION by providing to the OPTIONEE written notice (a "BUY OUT NOTICE") of the COMPANY's intention to exercise the right reserved in this Section 8. If a BUY OUT NOTICE is given, the COMPANY shall pay to the OPTIONEE, in respect of each COMMON SHARE covered by the OPTION and subject to the BUY OUT NOTICE, the difference between (i) the fair market value (based on the closing sale price of the COMMON SHARES as reported on the New York Stock Exchange or if the COMMON SHARES are not traded on the New York Stock Exchange, "fair market value" as defined in the 2002 PLAN, regardless that the OPTION is not being granted under such plan) on the date of the BUY OUT NOTICE and (ii) the OPTION PRICE. However, no payment shall be made with respect to that portion of the OPTION which is not exercisable on the date of the BUY OUT NOTICE. The COMPANY shall complete any buy out made under this Section 8 as soon as administratively possible after the date of the BUY OUT NOTICE. At the COMMITTEEBOARD's option, payment of the buy out amount may be made in cash, in whole COMMON SHARES or partly in cash and partly in whole COMMON SHARES. The number of whole COMMON SHARES, if any, included in the buy out amount shall be determined by dividing the amount of the payment to be made in COMMON SHARES by the fair market value of the COMMON SHARES on the date of the BUY OUT NOTICE.

Buy Out of OPTION. At any time, the COMMITTEE, in its sole discretion and without the consent of the OPTIONEE, may cancel any portion of the OPTION by providing to the OPTIONEE written notice (a "BUY OUT NOTICE") of the COMPANY's intention to exercise the right reserved in this Section 8. If a BUY OUT NOTICE is given, the COMPANY shall pay to the OPTIONEE, in respect of each COMMON SHARE covered by the OPTION and subject to the BUY OUT NOTICE, the difference between (i) the fair market value (based on the closing sale price of the COMMON SHARES as reported on the New York Stock Exchange or if the COMMON SHARES are not traded on the New York Stock Exchange, "fair market value" as defined in the PLAN) on the date of the BUY OUT NOTICE and (ii) the OPTION PRICE. However, no payment shall be made with respect to that portion of the OPTION which is not exercisable on the date of the BUY OUT NOTICE. The COMPANY shall complete any buy out made under this Section 8 as soon as administratively possible after the date of the BUY OUT NOTICE. At the COMMITTEE's option, payment of the buy out amount may be made in cash, in whole COMMON SHARES or partly in cash and partly in whole COMMON SHARES. The number of whole COMMON SHARES, if any, included in the buy out amount shall be determined by dividing the amount of the payment to be made in COMMON SHARES by the fair market value of the COMMON SHARES on the date of the BUY OUT NOTICE.

Buy Out of OPTION. At any time, the COMMITTEEBOARD, in its sole discretion and without the consent of the OPTIONEE, may cancel any portion of the OPTION by providing to the OPTIONEE written notice (a "“BUY OUT NOTICE"”) of the COMPANY's ’s intention to exercise the right reserved in this Section 89. If a BUY OUT NOTICE is given, the COMPANY shall will pay to the OPTIONEE, in respect of each COMMON SHARE covered by the OPTION and subject to the BUY OUT NOTICE, the difference between (i) the fair market value of the COMMON SHARES (based on the closing sale price of the COMMON SHARES as reported on AMEX or if the New York Stock ExchangeCOMMON SHARES are not traded on AMEX, “fair market value” as defined in the PLAN) on the date of the BUY OUT NOTICE and (ii) the OPTION EXERCISE PRICE. However, no payment shall will be made with respect to that portion of the OPTION which is not vested and exercisable on the date of the BUY OUT NOTICE. The COMPANY shall will complete any buy out made under this Section 8 9 as soon as administratively possible after the date of the BUY OUT NOTICE. At the COMMITTEE's BOARD’s option, payment of the buy out amount may be made in cash, in whole COMMON SHARES or partly in cash and partly in whole COMMON SHARES. The number of whole COMMON SHARES, if any, included in the buy out amount shall will be determined by dividing the amount of the payment to be made in COMMON SHARES by the fair market value of the COMMON SHARES (based on the closing sale price of the COMMON SHARES as reported on AMEX or if the COMMON SHARES are not traded on AMEX, “fair market value” as defined in the PLAN) on the date of the BUY OUT NOTICE.