Common use of Performance-Based Options Clause in Contracts

Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in Control is above $15.75 per share of Common Stock of the Company, is below $30 per share and is not equal to $18 or $24 per share ($15.75, $18, $24 and $30 are hereinafter referred to as `price targets'), a part of the Option shall become exercisable equal to the number of Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in Control exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions for with respect to the exercisability of the stock option shares in the event of a Change in Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until their expiration. The `price targets' referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon the effective date of such sale or disposition the Company will cause the stock options granted to the Executive pursuant to the Option Plan to become immediately exercisable in the amounts described above and to remain exercisable in such amounts so that the Executive shall be entitled to become a stockholder of record such that the Executive shall be entitled to receive the benefits of the dividend."

Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in Control transaction is above $15.75 the Option Price per share of Common Stock of the Company, is below $30 the value per share at which all of the options would be exercisable and is not equal to $18 or $24 a value per share at which a specific part of the option becomes exercisable ($15.75, $18, $24 and $30 each such values are hereinafter referred to as `'price targets'), a part of the Option option shall become exercisable equal to the number of additional Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in Control transaction exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions for with respect to the exercisability of the stock option shares in the event of a Change in Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until their expirationthe end of the original term of the option without regard to any provision of the stock option providing for early termination of the option. The `'price targets' referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon the effective date of such sale or disposition the Company will cause the stock options granted to the Executive pursuant to the Option Plan to become immediately exercisable in the amounts described above and to remain exercisable in such amounts so that the Executive shall be entitled to become a stockholder of record such that the Executive shall be entitled to receive the benefits of the dividend."

Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in Control is above $15.75 per share of Common Stock of the Company, is below $30 per share and is not equal to $18 or $24 per share ($15.75, $18, $24 and $30 are hereinafter referred to as `price targets'), a part of the Option shall become exercisable equal to the number of Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in Control exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions for with respect to the exercisability of the stock option shares in the event of a Change in Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until their expiration. The `price targets' referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon the effective date of such sale or disposition the Company will cause the stock options options, other than the Special Stock Option, granted to the Executive pursuant to the Option Plan to become immediately exercisable in the amounts described above and to remain exercisable in such amounts so that the Executive shall be entitled to become a stockholder of record such that the Executive shall be entitled to receive the benefits of the dividend. In the event a Change in Control occurs after the date such a dividend is provided and the Executive exercises his Special Stock Option, the Company will pay an amount in cash to the Executive equal to the dividend which would have been paid to him if he had been a stockholder of record at the time such a dividend was paid to stockholders of the Company."

Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in of Control is above $15.75 14.4375 per share of Class A Common Stock of the Company, is below $30 per share and is not equal to $18 or $24 per share ($15.7514.4375, $18, $24 and $30 are hereinafter referred to as `"price targets'"), a part of the Option shall become exercisable equal to the number of Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in of Control exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions for with respect to the exercisability of the stock option shares in the event of a Change in of Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until their expiration. The `"price targets' " referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon the effective date of such sale or disposition the Company will cause the stock options granted to the Executive pursuant to the Option Plan to become immediately exercisable in the amounts described above and to remain exercisable in such amounts so that the Executive shall be entitled to become a stockholder of record such that the Executive shall be entitled to receive the benefits of the dividend."

Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in Control transaction is above $15.75 the Option Price per share of Common Stock of the Company, is below $30 the value per share at which all of the options would be exercisable and is not equal to $18 or $24 a value per share at which a specific part of the option becomes exercisable ($15.75, $18, $24 and $30 each such values are hereinafter referred to as `'price targets'), a part of the Option option shall become exercisable equal to the number of additional Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in Control transaction exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions for with respect to the exercisability of the stock option shares in the event of a Change in Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until their expirationthe end of the original term of the option without regard to any provision of the stock option providing for early termination of the option. The `price targets' referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon the effective date of such sale or disposition the Company will cause the stock options granted to the Executive pursuant to the Option Plan to become immediately exercisable in the amounts described above and to remain exercisable in such amounts so that the Executive shall be entitled to become a stockholder of record such that the Executive shall be entitled to receive the benefits of the dividend."