Common use of EXERCISE OF SUBSTITUTE OPTION Clause in Contracts

EXERCISE OF SUBSTITUTE OPTION. The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as defined below) as is equal to (i) the product of the Market Price (as defined below) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, (ii) divided by the Average Price (as defined below). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "SUBSTITUTE PURCHASE PRICE") shall then be equal to the product of the Option Price multiplied by a fraction in which the numerator is the number of shares of Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. For purposes of this Agreement, the term "MARKET PRICE" shall mean the highest of (i) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise) and (ii) in the event of a sale of all or substantially all of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized independent investment banking firm selected by Grantee divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the Market Price, the value of consideration other than cash shall be the value determined by a nationally recognized independent investment banking firm selected by Grantee whose determination shall be conclusive and binding on all parties.

EXERCISE OF SUBSTITUTE OPTION. The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as defined belowis hereinafter defined) as is equal to the product of (i) the product of the Market Price (as defined below) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by (ii) divided by the Average Price (as defined belowis hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "SUBSTITUTE PURCHASE PRICESubstitute Purchase Price") shall then be equal to the product of the Option Price multiplied by a fraction in which the numerator is the number of shares of Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. For purposes of this Agreement, the term "MARKET PRICEMarket Price" shall mean the highest of (i) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise) and (ii) in the event of a sale of all or substantially all of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized independent investment banking firm selected by Grantee divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the Market Price, the value of consideration other than cash shall be the value determined by a nationally recognized independent investment banking firm selected by Grantee whose determination shall be conclusive and binding on all parties.

EXERCISE OF SUBSTITUTE OPTION. The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as defined belowis hereinafter defined) as is equal to the product of (i) the product of the Market Price (as defined below) multiplied MULTIPLIED by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, DIVIDED by (ii) divided by the Average Price (as defined belowis hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "SUBSTITUTE PURCHASE PRICESubstitute Purchase Price") shall then be equal to the product of the Option Price multiplied MULTIPLIED by a fraction in which the numerator is the number of shares of Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. For purposes of this Agreement, the term "MARKET PRICEMarket Price" shall mean the highest of (i) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise) and (ii) in the event of a sale of all or substantially all of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized independent investment banking firm selected by Grantee divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the Market Price, the value of consideration other than cash shall be the value determined by a nationally recognized independent investment banking firm investing banking firm selected by Grantee whose determination shall be conclusive and binding on all parties.