Common use of Equity Considerations Clause in Contracts

Equity Considerations. If the Employee is employed by the --------------------- Company on the day of the Change of Control, the Employee shall receive the following equity considerations: (i) all restricted stock of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1996 Transitional Restricted Stock Plan or under an individual agreement with the Company or otherwise, will become and remain one hundred percent (100%) vested; (ii) all stock options for Class A Shares of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1989, 1992 or 1997 Stock Option Plan or under an individual agreement with the Company or otherwise, will immediately become and remain throughout the full remaining term of such -------------------------------------------------------------------------------- Page 12 -------------------------------------------------------------------------------- options one hundred percent (100%) vested and fully exercisable, and such exercise then and thereafter shall be available on a cashless basis such that the Employee may receive the net value of the Employee's options (represented by the amount by which the fair market value of the Class A Shares exceeds the exercise price) in cash or Class A Shares as the Employee shall elect, without outlay of cash but net of all applicable withholding taxes, which taxes shall be remitted by the Company to the proper taxing authorities; (iii) upon any such Change of Control transaction, all limitations, restrictions or conditions relating to the Employee's rights to receive, vote, own and/or transfer any Class A Shares contained in any of the Pre-existing Agreements or contained in any other document, agreement or plan shall terminate and shall be of no further force and effect, except for any registration rights in effect; and (iv) if permitted by the purchaser in the Change of Control transaction (the "Purchaser"), the Company will provide for the Employee the opportunity to convert all or a portion, as he shall elect, of the Employee's options to purchase Class A Shares as well as Class A Shares then owned by the Employee, into an equity investment in the entity resulting from Purchaser's transaction (the "Successor") on a tax favored basis. The amount available for such investment shall be an amount calculated on the basis of the per Share price paid in the Change of Control transaction or series of transactions or implicit in the valuation of the Change of Control transaction, including all elements of consideration paid or payable (the "Change of Control Valuation"). (v) If the Purchaser in the Change of Control transaction does not permit the Employee to convert (or the Employee chooses not to convert) all (or a portion) of the Employee's options to purchase Class A Shares and Class A Shares then owned by the Employee into equity in the Successor, then the Employee shall exercise, at the time of the Change of Control, all options the Employee holds for Class A Shares (such exercise to provide cash rather than Class A Shares to the Employee in accordance with the exercise procedure described in Subsection 6(c)(ii) hereof), and shall sell to the Company at the time of the Change of Control all Class A Shares then owned by the Employee, to the extent such options or Class A Shares are not converted into equity -------------------------------------------------------------------------------- Page 13 -------------------------------------------------------------------------------- in the Successor. Such exercise of options and sale of Class A Shares shall yield an amount to the Employee determined by the Class A Share Change of Control Valuation.

Equity Considerations. If the Employee is employed by the --------------------- Company on the day of the Change of Control, the Employee shall receive the following equity considerations: (i) all restricted stock of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1996 Transitional Restricted Stock Plan or under an individual agreement with the Company or otherwise, will become and remain one hundred percent (100%) vested; (ii) all stock options for Class A Shares of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1989, 1992 or 1997 Stock Option Plan or under an individual agreement with the Company or otherwise, will immediately become and remain throughout the full remaining term of such -------------------------------------------------------------------------------- Page 12 -------------------------------------------------------------------------------- options one hundred percent (100%) vested and fully exercisable, and such exercise then and thereafter shall be available on a cashless basis such that the Employee may receive the net value of the Employee's options (represented by the amount by which the fair market value of the Class A Shares exceeds the exercise price) in cash or Class A Shares as the Employee shall elect, without outlay of cash but net of all applicable withholding taxes, which -------------------------------------------------------------------------------- Page 12 -------------------------------------------------------------------------------- taxes shall be remitted by the Company to the proper taxing authorities; (iii) upon any such Change of Control transaction, all limitations, restrictions or conditions relating to the Employee's rights to receive, vote, own and/or transfer any Class A Shares contained in any of the Pre-existing Agreements or contained in any other document, agreement or plan shall terminate and shall be of no further force and effect, except for any registration rights in effect; and; (iv) if permitted by the purchaser in the Change of Control transaction (the "Purchaser"), the Company will provide for the Employee the opportunity to convert all or a portion, as he shall elect, of the Employee's options to purchase Class A Shares as well as Class A Shares then owned by the Employee, into an equity investment in the entity resulting from Purchaser's transaction (the "Successor") on a tax favored basis. The amount available for such investment shall be an amount calculated on the basis of the per Share price paid in the Change of Control transaction or series of transactions or implicit in the valuation of the Change of Control transaction, including all elements of consideration paid or payable (the "Change of Control Valuation"). (v) If the Purchaser in the Change of Control transaction does not permit the Employee to convert (or the Employee chooses not to convert) all (or a portion) of the Employee's options to purchase Class A Shares and Class A Shares then owned by the Employee into equity in the Successor, then the Employee shall exercise, at the time of the Change of Control, all options the Employee holds for Class A Shares (such exercise to provide cash rather than Class A Shares to the Employee in accordance with the exercise procedure described in Subsection 6(c)(ii) hereof), and shall sell to the Company at the time of the Change of Control all Class A Shares then owned by the Employee, to the extent such options or Class A Shares are not converted into equity -------------------------------------------------------------------------------- Page 13 -------------------------------------------------------------------------------- in the Successor. Such exercise of options and sale of Class A Shares shall yield an amount to the Employee determined by the Class A Share Change of Control Valuation.

Equity Considerations. If the Employee Executive is employed by the --------------------- Company on the day of the Change of in Control, the Employee Executive shall receive the following equity considerations: (ia) all restricted stock options for shares of the Company, owned by the Employee Executive on the date of the Change of in Control, regardless of whether acquired under the 1996 Transitional Restricted Stock Plan 1994 or under an individual agreement with 1997 plans of the Company or otherwise, will become and remain one hundred percent (100%) vested; (ii) all stock options for Class A Shares of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1989, 1992 or 1997 Stock Option Plan or under an individual agreement with the Company or otherwise, will immediately become and remain throughout remain, until the full remaining term expiration or earlier termination of such -------------------------------------------------------------------------------- Page 12 -------------------------------------------------------------------------------- options in accordance with the applicable option agreement, one hundred percent (100%) vested and fully exercisable, and such exercise . Executive shall then and thereafter shall be available permitted to exercise such options on a cashless basis such that the Employee Executive may receive the net value of the EmployeeExecutive's options (represented by the amount by which the fair market value of the Class A Shares shares exceeds the exercise price) in cash or Class A Shares shares as the Employee Executive shall elect, without outlay of cash but net of all applicable withholding taxes, which taxes shall be remitted by the Company to the proper taxing authorities; (iii) upon any such Change of Control transaction, all limitations, restrictions or conditions relating to the Employee's rights to receive, vote, own and/or transfer any Class A Shares contained in any of the Pre-existing Agreements or contained in any other document, agreement or plan shall terminate and shall be of no further force and effect, except for any registration rights in effect; and (ivb) if permitted by the purchaser in the Change of in Control transaction (the "Purchaser"), the Company will provide for the Employee Executive the opportunity to convert all or a portion, as he shall elect, of the EmployeeExecutive's options to purchase Class A Shares shares as well as Class A Shares shares then owned by the EmployeeExecutive, into an equity investment in the entity resulting from Purchaser's transaction (the "Successor") on a tax favored basis. The amount available for such investment shall be an amount calculated on the basis of the per Share share price paid in the Change of in Control transaction or series of transactions or implicit in the valuation of the Change of in Control transaction, including all elements of consideration paid or payable (the "Change of in Control Valuation"). (vc) If the Purchaser in the Change of in Control transaction does not permit the Employee Executive to convert (or the Employee Executive chooses not to convert) all (or a portion) of the EmployeeExecutive's options to purchase Class A Shares shares and Class A Shares shares then owned by the Employee Executive into equity in the Successor, then the Employee Executive shall exercise, at the time of the Change of in Control, all options the Employee Executive holds for Class A Shares shares (such exercise to provide cash rather than Class A Shares shares to the Employee in accordance with the exercise procedure described in Subsection 6(c)(ii) hereofExecutive), and shall sell to the Company at the time of the Change of in Control all Class A Shares then owned by the EmployeeExecutive, to the extent such options or Class A Shares shares are not converted into equity -------------------------------------------------------------------------------- Page 13 -------------------------------------------------------------------------------- in the Successor. Such exercise of options and sale of Class A Shares shares shall yield an amount to the Employee Executive determined by the Class A Share share Change of in Control Valuation.

Equity Considerations. If the Employee is employed by the --------------------- Company on the day of the Change of Control, the Employee shall receive the following equity considerations: (i) all restricted stock of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1996 Transitional Restricted Stock Plan or under an individual agreement with the Company or otherwise, will become and remain one hundred percent (100%) vested; (ii) all stock options for Class A Shares of the Company, owned by the Employee on the date of the Change of Control, regardless of whether acquired under the 1989, 1992 or 1997 Stock Option Plan or under an individual agreement with the Company or otherwise, will immediately become -------------------------------------------------------------------------------- Page 13 -------------------------------------------------------------------------------- and remain throughout the full remaining term of such -------------------------------------------------------------------------------- Page 12 -------------------------------------------------------------------------------- options one hundred percent (100%) vested and fully exercisable, and such exercise then and thereafter shall be available on a cashless basis such that the Employee may receive the net value of the Employee's options (represented by the amount by which the fair market value of the Class A Shares exceeds the exercise price) in cash or Class A Shares as the Employee shall elect, without outlay of cash but net of all applicable withholding taxes, which taxes shall be remitted by the Company to the proper taxing authorities; (iii) upon any such Change of Control transaction, all limitations, restrictions or conditions relating to the Employee's rights to receive, vote, own and/or transfer any Class A Shares contained in any of the Pre-existing Agreements or contained in any other document, agreement or plan shall terminate and shall be of no further force and effect, except for any registration rights in effect; and (iv) if permitted by the purchaser in the Change of Control transaction (the "Purchaser"), the Company will provide for the Employee the opportunity to convert all or a portion, as he shall elect, of the Employee's options to purchase Class A Shares as well as Class A Shares then owned by the Employee, into an equity investment in the entity resulting from Purchaser's transaction (the "Successor") on a tax favored basis. The amount available for such investment shall be an amount calculated on the basis of the per Share price paid in the Change of Control transaction or series of transactions or implicit in the valuation of the Change of Control transaction, including all elements of consideration paid or payable (the "Change of Control Valuation"). (v) If the Purchaser permits the Employee to convert all (or a portion) of the Employee's options to purchase Class A Shares, as well as Class A Shares then owned by the Employee, into such an equity investment in the Successor, and if the Employee makes such an investment derived from all or a portion of such options and/or Class A Shares (the "Investment"), then the Employee shall, after the Change of Control, have the right, at any time, upon notice to the Successor, to sell the Investment to the Successor for a cash payment equal to the greater of (x) the fair market value of the Investment as of the date of the notice or (y) the initial value of the Investment determined on the basis of the -------------------------------------------------------------------------------- Page 14 -------------------------------------------------------------------------------- Change of Control Valuation. (vi) If the purchaser in the Change of Control transaction does not permit the Employee to convert (or the Employee chooses not to convert) all (or a portion) of the Employee's options to purchase Class A Shares and Class A Shares then owned by the Employee into equity in the Successor, then the Employee shall exercise, at the time of the Change of Control, all options the Employee holds for Class A Shares (such exercise to provide cash rather than Class A Shares to the Employee in accordance with the exercise procedure described in Subsection 6(c)(ii) hereof), and shall to sell to the Company at the time of the Change of Control all Class A Shares then owned by the Employee, to the extent such options or Class A Shares are not converted into equity -------------------------------------------------------------------------------- Page 13 -------------------------------------------------------------------------------- in the Successor. Such exercise of options and sale of Class A Shares shall yield an amount to the Employee determined by the Class A Share Change of Control Valuation.