Common use of Option Exercise and Payment Clause in Contracts

Option Exercise and Payment. The Class B Common Stock Option may be exercised by Holdings (or any Holdings Entity to which all or any part of the Class B Common Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Entities to maintain, in the aggregate, the Ownership Percentage. The Nonvoting Stock Option may be exercised by Holdings (or any Holdings Entity to which all or any part of the Nonvoting Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Entities to own, in the aggregate, 80 percent of each class of outstanding Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Nabisco of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock (as the case may be) to be purchased by Holdings, or any of the Holdings Entities, and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, Nabisco will, prior to the applicable Issuance Event Date, deliver to Holdings (or any Holdings Entity designated by Holdings), against payment therefor, certificates (issued in the name of Holdings or its permitted assignee hereunder, or as directed by Holdings) representing the shares of Class B Common Stock or Nonvoting Stock (as the case may be) being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer to such account as shall be specified by Nabisco, for the full purchase price for such shares.

Option Exercise and Payment. The Class B Common Stock Option may be --------------------------- exercised by Holdings The Limited (or any Holdings Limited Entity to which all or any part of the Class B Common Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Limited Entities to maintain, in the aggregate, the Ownership Percentage. The Nonvoting Stock Option may be exercised by Holdings The Limited (or any Holdings Limited Entity to which all or any part of the Nonvoting Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Limited Entities to own, in the aggregate, 80 percent 80% of each class of outstanding Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Nabisco Abercrombie & Fitch of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock (as the case may be) to be purchased by HoldingsThe Limited, or any of the Holdings Limited Entities, and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, Nabisco Abercrombie & Fitch will, prior to simultaneously with the applicable issuance of Class B Common Stock, Class A Common Stock or Nonvoting Stock in connection with an Issuance Event DateEvent, deliver to Holdings The Limited (or any Holdings Limited Entity designated by HoldingsThe Limited), against payment therefor, certificates (issued in the name of Holdings The Limited or its permitted assignee hereunder, or as directed by HoldingsThe Limited) representing the shares of Class B Common Stock or Nonvoting Stock (as the case may be) being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer to such account as shall be specified by NabiscoAbercrombie & Fitch, for the full purchase price for such shares.

Option Exercise and Payment. The Class B Common Stock Option may be exercised by Holdings Ford (or any Holdings Ford Entity to which all or any part of the Class B Common Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Ford Entities to maintain, in the aggregate, the then- current Ownership Percentage. The Nonvoting Stock Option may be exercised by Holdings Ford (or any Holdings Ford 8 8 Entity to which all or any part of the Nonvoting Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Ford Entities to own, in the aggregate, 80 percent of each class of outstanding Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Nabisco Associates of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock (Stock, as the case may be) , to be purchased by HoldingsFord, or any of the Holdings Entities, Ford Entities and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, Nabisco Associates will, prior to the applicable Issuance Event Date, deliver to Holdings Ford (or any Holdings Ford Entity designated by HoldingsFord), against payment therefor, certificates (issued in the name of Holdings Ford or its permitted assignee hereunder, hereunder or as directed by HoldingsFord) representing the shares of Class B Common Stock or Nonvoting Stock (Stock, as the case may be) , being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by NabiscoAssociates, for the full purchase price for such shares.

Option Exercise and Payment. The Class B Common Stock Option may be exercised by Holdings Ford (or any Holdings Ford Entity to which all or any part of the Class B Common Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Ford Entities to maintain, in the aggregate, the percentage of the then-outstanding shares of Common Stock of Hertz that is equal to the then-current Ownership Percentage. The Nonvoting Stock Option may be exercised by Holdings Ford (or any Holdings Ford Entity to which all or any part of the Nonvoting Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Ford Entities to own, in the aggregate, 80 percent of each class of outstanding Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Nabisco Hertz of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock (Stock, as the case may be) , to be purchased by HoldingsFord, or any of the Holdings Entities, Ford Entities and (ii) a calculation of the exercise price for such shares; provided, however, that if Hertz shall have issued any shares of Common Stock in violation of its obligations under this Article II, the Option may be exercised at any time by the delivery to Hertz of a written notice to such effect specifying the information described in clauses (i) and (ii) above. Upon any such exercise of either an Option, Nabisco will, Hertz will promptly (and in any event on or prior to the applicable Issuance Event Date, ) deliver to Holdings Ford (or any Holdings Ford Entity designated by HoldingsFord), against payment therefor, certificates (issued in the name of Holdings Ford or its permitted assignee hereunder, hereunder or as directed by HoldingsFord) representing the shares of Class B Common Stock or Nonvoting Stock (Stock, as the case may be) , being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately- available funds to such account as shall be specified by NabiscoHertz, for the full purchase price for such shares.