Common use of Hostile Take-Over Clause in Contracts

Hostile Take-Over. Optionee is hereby granted a limited stock ----------------- appreciation right exercisable upon the following terms and conditions: (a) Optionee shall have the unconditional right, exercisable at any time during the thirty (30)-day period immediately following a Hostile Take- Over, to surrender this option to the Corporation. In return for the surrendered option, Optionee shall receive a cash distribution from the Corporation in an amount equal to the excess of (A) the Take-Over Price of the shares of Common Stock which are at the time subject to the surrendered option (whether or not the option is otherwise at that time exercisable for those Option Shares) over (B) the aggregate Exercise Price payable for such shares. (b) To exercise this limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of this Agreement, together with any written amendments to such Agreement. The cash distribution shall be paid to Optionee within five (5) business days following such delivery date. The exercise of the limited stock appreciation right in accordance with the terms of this Paragraph 8 has been pre-approved pursuant to the express provisions of the Plan, and no further approval of the Plan Administrator or the Board shall be required at the time of the actual option surrender and cash distribution. Upon receipt of such cash distribution, this option shall be cancelled with respect to the Option Shares for which the option has been surrendered, and Optionee shall cease to have any further right to acquire those Option Shares under this Agreement. The option shall, however, remain outstanding for the balance of the Option Shares (if any) in accordance with the terms of this Agreement, and the Corporation shall issue a replacement stock option agreement (substantially in the same form as this Agreement) for those remaining Option Shares. (c) In no event may this limited stock appreciation right be exercised when there is not a positive spread between the Fair Market Value of the Option Shares subject to the surrendered option and the aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee, except to the extent the option is transferred in accordance with the provisions of this Agreement.

Hostile Take-Over. Optionee is hereby granted a limited stock ----------------- appreciation right exercisable upon the following terms and conditions: (a) Optionee shall have the an unconditional right, exercisable at any the time during the thirty (30)-day period immediately following the consummation of a Hostile Take- Take-Over, to surrender this option to the Corporation. In return Corporation in exchange for the surrendered option, Optionee shall receive a cash distribution from the Corporation in an amount equal to the excess of (Ai) the Take-Over Price of the shares of Common Stock which are Option Shares at the time subject to the surrendered option (whether or not the option is those Option Shares are otherwise at that the time exercisable for those Option Sharesvested) over (Bii) the aggregate Exercise Price payable for such shares. This Paragraph 7 (a) limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee. (b) To exercise this the Paragraph 7(a) limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of this Agreement, together with any written amendments to such Agreement. The cash distribution shall be paid to Optionee within five (5) business days following such delivery date. The exercise of the such limited stock appreciation right in accordance with the terms of this Paragraph 8 7 has been pre-approved pursuant to the express provisions of the Plan, and no further neither the approval of the Plan Administrator or nor the consent of the Board shall be required at the time of the actual option surrender and cash distribution. Upon receipt of such the cash distribution, this option shall be cancelled with respect to the Option Shares for which shares subject to the surrendered option has been surrendered(or the surrendered portion), and Optionee shall cease to have any further right to acquire those Option Shares under this Agreement. The option shall, however, remain outstanding for the balance of the Option Shares (if any) in accordance with the terms and provisions of this Agreement, and the Corporation shall accordingly issue a replacement stock option agreement (substantially in the same form as this Agreement) for those remaining Option Shares. (c) In no event may this limited stock appreciation right be exercised when there is not a positive spread between the Fair Market Value of the Option Shares subject to the surrendered option and the aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee, except to the extent the option is transferred in accordance with the provisions of this Agreement.

Hostile Take-Over. Optionee is hereby granted a limited stock ----------------- appreciation right exercisable upon the following terms and conditions: (a) Optionee shall have the an unconditional right, exercisable at any the time during the thirty (30)-day period immediately following the consummation of a Hostile Take- Take-Over, to surrender this option to the Corporation. In return Corporation in exchange for the surrendered option, Optionee shall receive a cash distribution from the Corporation in an amount equal to the excess of (Ai) the Take-Over Price of the shares of Common Stock which are Option Shares at the time subject to the surrendered option (whether or not the option is those Option Shares are otherwise at that the time exercisable for those Option Sharesvested) over (Bii) the aggregate Exercise Price payable for such shares. This Paragraph 7 (a) limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee. (b) To exercise this the Paragraph 7(a) limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of this Agreement, together with any written amendments to such Agreement. The cash distribution shall be paid to Optionee within five (5) business days following such delivery date. The exercise of the such limited stock appreciation right in accordance with the terms of this Paragraph 8 7 has been pre-approved pursuant to the express provisions of the PlanAutomatic Option Grant Program, and no further neither the approval of the Plan Administrator or nor the consent of the Board shall be required at the time of the actual option surrender and cash distribution. Upon receipt of such the cash distribution, this option shall be cancelled with respect to the Option Shares for which shares subject to the surrendered option has been surrendered(or the surrendered portion), and Optionee shall cease to have any further right to acquire those Option Shares under this Agreement. The option shall, however, remain outstanding for the balance of the Option Shares (if any) in accordance with the terms and provisions of this Agreement, and the Corporation shall accordingly issue a replacement stock option agreement (substantially in the same form as this Agreement) for those remaining Option Shares. (c) In no event may this limited stock appreciation right be exercised when there is not a positive spread between the Fair Market Value of the Option Shares subject to the surrendered option and the aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee, except to the extent the option is transferred in accordance with the provisions of this Agreement.

Hostile Take-Over. Optionee is hereby granted a limited stock ----------------- appreciation right exercisable upon the following terms and conditions: (a) Optionee shall have the unconditional right, exercisable at any time during the thirty (30)-day period immediately following a Hostile Take- Over, to surrender this option to the Corporation. In return for the surrendered option, Optionee shall receive a cash distribution from the Corporation in an amount equal to the excess of (A) the Take-Over Price of the shares of Common Stock which are at the time subject to the surrendered option (whether or not the option is otherwise at that time exercisable for those Option Shares) over (B) the aggregate Exercise Price payable for such shares. (b) To exercise this limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of this Agreement, together with any written amendments to such Agreement. The cash distribution shall be paid to Optionee within five (5) business days following such delivery date. The exercise of the limited stock appreciation right in accordance with the terms of this Paragraph 8 has been is hereby pre-approved pursuant to by the express provisions Plan Administrator in advance of the Plansuch exercise, and no further approval of the Plan Administrator or the Board shall be required at the time of the actual option surrender and cash distribution. Upon receipt of such cash distribution, this option shall be cancelled with respect to the Option Shares for which the option has been surrendered, and Optionee shall cease to have any further right to acquire those Option Shares under this Agreement. The option shall, however, remain outstanding for the balance of the Option Shares (if any) in accordance with the terms of this Agreement, and the Corporation shall issue a replacement stock option agreement (substantially in the same form as this Agreement) for those remaining Option Shares. (c) In no event may this limited stock appreciation right be exercised when there is not a positive spread between the Fair Market Value of the Option Shares subject to the surrendered option and the aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee, except to the extent the option is transferred in accordance with the provisions of this Agreement.