Common use of Payment for Options Clause in Contracts

Payment for Options. In the event of a Control Termination of this Agreement, Executive may also elect, within sixty (60) days after such Control Termination, to receive (in addition to any other amounts owed to Executive under this Agreement) a lump sum payment in cash equal to the sum of the following: (i) all or any portion of the number of shares of common stock of the Company which may be acquired pursuant to options granted by the Company and held by Executive at the time of such election, multiplied by the Conseco Put Price; plus (ii) all or any portion of the number of Successor Securities which may be acquired pursuant to options (which options were granted to Executive in exchange or substitution for options to acquire the common stock of the Company) held by Executive at the time of such election, multiplied by the Successor Security Put Price; plus (iii) the number of shares of common stock of the Company which were acquired pursuant to options granted by the Company which were exercised, or which were discharged and satisfied by the payment to Executive of cash or other property (other than options for Successor Securities), subsequent to the first public announcement of the transaction or event which led to the change in control, multiplied by the respective per share exercise prices of such exercised or discharged options. For purposes of calculating the above lump sum payment, the options described in clauses (i) and (ii) shall include all such options, whether or not then exercisable, and, to compensate Executive for the loss of the potential future speculative value of unexercised options, there shall not be any deduction of the respective per share exercise prices for any of the options described in such clauses (i) and (ii). The cash payment due from the Company pursuant to this Section 14 shall be made to Executive within ten (10) days after the date of such election hereunder, against the execution and delivery by Executive to the Company of an appropriate agreement confirming the surrender to the Company of the options in respect of which the lump sum cash payment is being made to Executive.

Payment for Options. In the event of a Control Termination of this Agreement, Executive may also elect, within sixty (60) days after such Control Termination, to receive (in addition to any other amounts owed to Executive under this Agreement) a lump sum payment in cash equal to the sum of the following: (i) all or any portion of the number of shares of common stock of the Company which may be acquired pursuant to options granted by the Company and held by Executive at the time of such election, multiplied multiplied, with respect to shares subject to any such options by the difference between the Conseco Put PricePrice and the respective exercise price under such option with respect to such shares; plus (ii) all or any portion of the number of Successor Securities which may be acquired pursuant to options (which options were granted to Executive in exchange or substitution for options to acquire the common stock of the Company) held by Executive at the time of such election, multiplied with respect to shares subject to any such options relating to Successor Securities, by the difference between the Successor Security Put Price; plus (iii) the number of shares of common stock of the Company which were acquired pursuant to options granted by the Company which were exercised, or which were discharged Price and satisfied by the payment to Executive of cash or other property (other than options for Successor Securities), subsequent to the first public announcement of the transaction or event which led to the change in control, multiplied by the respective per share exercise prices of price under such exercised or discharged optionsoption with respect to such shares. For purposes of calculating the above lump sum payment, the options described in clauses (i) and (ii) shall include all such options, whether or not then exercisable, and, to compensate Executive for the loss of the potential future speculative value of unexercised options, there shall not be any deduction of the respective per share exercise prices for any of the options described in such clauses (i) and (ii). The cash payment due from the Company pursuant to this Section 14 shall be made to Executive within ten (10) days after the date of such election hereunder, against the execution and delivery by Executive to the Company of an appropriate agreement confirming the surrender to the Company of the options in respect of which the lump sum cash payment is being made to Executive.

Payment for Options. (a) In the event of a Control Termination of this Agreement, Executive may also elect, within sixty (60) days after such Control Termination, to receive (in addition to any other amounts owed to Executive under this Agreement) a lump lump-sum payment in cash equal to the sum of the following: (i) all or any portion of the number of shares of common stock of the Company which may be acquired pursuant to options granted by the Company and held by Executive at the time of such election, multiplied by the Conseco Standard Management Put Price; plus (ii) all or any portion of the number of Successor Securities which may be acquired pursuant to options (which options were granted to Executive in exchange or substitution for options to acquire the common stock of the Company) held by Executive at the time of such election, multiplied by the Successor Security Put Price; plus (iii) the number of shares of common stock of the Company which were acquired pursuant to options granted by the Company which were exercised, or which were discharged and satisfied by the payment to Executive of cash or other property (other than options for Successor Securities), in connection with the change in control subsequent to the first public announcement of the transaction or event which led to the change in control, multiplied by the respective per share exercise prices of such exercised or discharged options. For purposes of calculating the above lump lump-sum payment, the options described in clauses (i) and (ii) shall include all such options, whether or not then exercisable, and, to compensate Executive for the loss of the potential future speculative value of unexercised options, there shall not be any deduction of the respective per share exercise prices for any of the options described in such clauses (i) and (ii). The cash payment due from the Company pursuant to this Section 14 13 shall be made to Executive within ten (10) days after the date of such election hereunderunder this Agreement, against the execution and delivery by Executive to the Company of an appropriate agreement confirming the surrender to the Company of the options in respect of which the lump lump-sum cash payment is being made to Executive.

Payment for Options. In the event of a Control Termination of this Agreement, Executive may also elect, within sixty (60) days after such Control Termination, to receive (in addition to any other amounts owed to Executive under this Agreement) a lump sum payment in cash equal to the sum of the following: (i) all or any portion of the number of shares of common stock of the Company which may be acquired pursuant to options granted by the Company and held by Executive at the time of such election, multiplied by the Conseco Put Price; plus (ii) all or any portion of the number of Successor Securities which may be acquired pursuant to options (which options were granted to Executive in exchange or substitution for options to acquire the common stock of the Company) held by Executive at the time of such election, multiplied by the Successor Security Put Price; plus (iii) the number of shares of common stock of the Company which were acquired pursuant to options granted by the Company which were exercised, or which were discharged and satisfied by the payment to Executive of cash or other property (other than options for Successor Securities), in connection with the change in control subsequent to the first public announcement of the transaction or event which led to the change in control, multiplied by the respective per share exercise prices of such exercised or discharged options. For purposes of calculating the above lump sum payment, the options described in clauses (i) and (ii) shall include all such options, whether or not then exercisable, and, to compensate Executive for the loss of the potential future speculative value of unexercised options, there shall not be any deduction of the respective per share exercise prices for any of the options described in such clauses (i) and (ii). The cash payment due from the Company pursuant to this Section 14 13 shall be made to Executive within ten (10) days after the date of such election hereunder, against the execution and delivery by Executive to the Company of an appropriate agreement confirming the surrender to the Company of the options in respect of which the lump sum cash payment is being made to Executive.

Payment for Options. In At the event of Effective Time, except as set forth on a Control Termination of this Agreement, Executive may also elect, within sixty (60) days after such Control Termination, schedule to receive (in addition to any other amounts owed to Executive under this Agreement) a lump sum payment in cash equal be provided to the sum Company by Purchaser prior to the Effective Time (with the consent of each Option holder identified thereon, the "Rollover Option Schedule"), all the then outstanding stock options previously granted to employees, non-employee directors and consultants (the "Options") under the Company's stock option plans (the "Stock Option Plans"), whether or not then vested or exercisable, shall terminate and shall no longer be exercisable. Those Options set forth on the Rollover Option Schedule shall by virtue of the following: (i) all or any portion of the number of shares of common stock of the Company which may Merger be acquired pursuant to options granted assumed by the Company Surviving Corporation. Each Option so assumed by the Surviving Corporation will continue to have, and held by Executive at be subject to, the time same terms and conditions of such election, multiplied by Options immediately prior to the Conseco Put Price; plus Effective Time except that each such Option will be exercisable (iior will become exercisable in accordance with its terms) all or any portion of the number of Successor Securities which may be acquired pursuant to options (which options were granted to Executive in exchange or substitution for options to acquire the common stock of the Company) held by Executive Surviving Corporation. With respect to each terminated Option, the Surviving Corporation shall make a cash payment to the former holder thereof at the time of such electionEffective Time in an amount equal to (subject to any applicable withholding taxes, multiplied by the Successor Security Put Price; plus (iii"Cash Payment") the product of (x) the total number of shares of common stock of the Company which were acquired pursuant Common Stock subject to options granted by the Company which were exercisedsuch Option (i.e., or which were discharged and satisfied by the payment to Executive of cash or other property (other than options for Successor Securities), subsequent to the first public announcement of the transaction or event which led to the change in control, multiplied by the respective per share exercise prices of extent such exercised or discharged options. For purposes of calculating the above lump sum payment, the options described in clauses (i) and (ii) shall include all such optionsOption has not theretofore been exercised), whether or not then vested or exercisable, andand (y) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Option (i.e., to compensate Executive for the loss extent such Option has not theretofore been exercised), each such Cash Payment to be paid to each holder of an outstanding Option on the Closing Date; provided, however, that the Surviving Corporation shall have the right to condition the making of the potential future speculative value Cash Payment on its receipt of unexercised options, there shall not be any deduction of a release or waiver satisfactory to the respective per share exercise prices for any of the options described Surviving Corporation in such clauses (i) and (ii)its reasonable discretion. The cash payment due from the Company pursuant to this Section 14 All Cash Payments shall be made to Executive within ten (10) days after funded by the date of such election hereunder, against the execution and delivery by Executive to the Company of an appropriate agreement confirming the surrender to the Company of the options in respect of which the lump sum cash payment is being made to ExecutiveSurviving Corporation.