Common use of Profit Limitation Clause in Contracts

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 (the "MAXIMUM PROFIT") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 (the "MAXIMUM PROFITMaximum Profit") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Stock Option Agreement, in no event shall Parent's Total Profit (as defined belowhereinafter defined) exceed $6,000,000 (the "MAXIMUM PROFIT") 55,600,000 and, if Parent's Total Profit it otherwise would exceed the Maximum Profitsuch amount, Parent, at its sole discretionelection, shall either (i) reduce the number of Option Shares subject to the Option, (iia) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iiib) pay cash to the Company, Company or (ivc) undertake any combination of the foregoingthereof, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit $55,600,000 after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Stock Option Agreement, this Option may not be exercised for a number of Shares as would, as of the date of the Stock Exercise Notice, result in a Notional Total Profit (as defined below) of more than $55,600,000 and, if exercise of the Option otherwise would exceed such amount, Parent, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $55,600,000; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1(a) hereof. (c) As used herein, the term "TOTAL PROFIT" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) any excess the amount of cash received by Parent pursuant to Section 1(d), (ii) (x) the net cash amounts or the fair market value of any property received by Parent pursuant to a the sale of Option Shares (or any other securities into which such shares Shares are converted or exchanged) over ), less (y) the Parent's aggregate purchase price Purchase Price for such Option Shares Shares, and (or other securities), plus (Biii) any amounts fees received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C8.5(b) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Merger Agreement.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Stock Option Agreement, in no event shall Parent's Total Profit (as defined belowhereinafter defined) exceed $6,000,000 (the "MAXIMUM PROFIT") 255,090,070 and, if Parent's Total Profit it otherwise would exceed the Maximum Profitsuch amount, Parent, at its sole discretionelection, shall either (i) reduce the number of Option Shares subject to the Option, (iia) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iiib) pay cash to the Company, Company or (ivc) undertake any combination of the foregoingthereof, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit $255,090,070 after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Stock Option Agreement, this Option may not be exercised for a number of Shares as would, as of the date of the Stock Exercise Notice, result in a Notional Total Profit (as defined below) of more than $255,090,070 and, if exercise of the Option otherwise would exceed such amount, Parent, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $255,090,070; provided, however, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1(a) hereof. (c) As used herein, the term "TOTAL PROFIT" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) any excess the amount of cash received by Parent pursuant to Section 1(d), (ii) (x) the net cash amounts or the fair market value of any property received by Parent pursuant to a the sale of Option Shares (or any other securities into which such shares Shares are converted or exchanged) over ), less (y) the Parent's aggregate purchase price Purchase Price for such Option Shares Shares, and (or other securities), plus (Biii) any amounts fees received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C8.5(b) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Merger Agreement.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Merger Agreement, in no event shall ParentGrantee's Total Profit (as defined below) exceed $6,000,000 7.0 million (the "MAXIMUM PROFITMaximum Amount") and, if Parent's Total Profit it otherwise would exceed the such Maximum ProfitAmount, Parent, Grantee at its sole discretion, shall either election may (i) reduce the number of Option Shares subject pay cash to the OptionIssuer, (ii) deliver to the Company Issuer for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentGrantee, or (iii) pay cash to the Company, or (iv) any combination of the foregoingthereof, so that ParentGrantee's actually realized Total Profit (as defined below) shall not exceed the Maximum Profit Amount after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Agreement, the Stock Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice or Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Stock Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) increase the Exercise Price for that number of Option Shares set forth in the Stock Exercise Notice or Cash Exercise Notice, as applicable, so that the Notional Total Profit shall not exceed the Maximum Amount; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 2 hereof. (c) As used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) the cash amount actually received by Grantee pursuant to Section 7.2 of the Merger Agreement less any excess of repayment by Grantee to the Issuer pursuant to Section 10(a)(i) hereof, (ii) (x) the net cash amounts or the fair market value of any property received by Parent Grantee pursuant to a the sale of Option Shares (or of any other securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10.for

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parent's the Total Profit Payment (as defined belowhereinafter defined) received by Cendant and its affiliates exceed $6,000,000 (the "MAXIMUM PROFIT") 32,000,000 and, if Parent's Total Profit it otherwise would exceed the Maximum Profitsuch amount, ParentCendant, at its sole discretionelection, shall either (i) reduce the number of Option Shares shares of Company Common Stock subject to the Option, (ii) deliver to the Company for cancellation Option Company Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentCendant (valued, for the purposes of this Section 11(a) at the average closing sales price per share of Company Common Stock (or if there is no sale on such date then the average between the closing bid and ask prices on any such date) as reported by the NYSE for the twenty consecutive trading days preceding the day on which the Total Payment exceeds $32,000,000, (iii) pay cash to the Company, or (iv) any combination of the foregoingthereof, so that Parent's the actually realized Total Profit Payment shall not exceed the Maximum Profit $32,000,000 after taking into account the foregoing actions. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Payment" shall mean: (i) mean the aggregate amount sum (before taxes) of the following: (Ai) any excess of amount received by Cendant pursuant to Section 7 hereof, (ii) (x) the net cash amounts or fair market value of any property received by Parent Cendant pursuant to a sale the sale, within twelve months following exercise of Option the Option, of Company Shares (or any other securities into which such shares are Company Shares shall be converted or exchanged) over to any unaffiliated party, less (y) the Parent's aggregate purchase price Exercise Price for such Option Shares shares, (or other securities), plus (Biii) any amounts received by Parent pursuant to the repurchase Cendant upon transfer of the Option (or any portion thereof) to any unaffiliated party, and (iv) the amount actually received by the Company Cendant pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value 5.8 of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Merger Agreement.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall ParentSmartForce's Total Profit (as defined below) exceed $6,000,000 the amount of the fee set forth in Section 8.3(c) of the Merger Agreement (the "MAXIMUM PROFITMaximum Profit") and, if ParentSmartForce's Total Profit otherwise would exceed the Maximum Profit, ParentSmartForce, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the CompanySkillSoft, or (iviii) any combination of the foregoing, so that ParentSmartForce's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actionsaction. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent SmartForce pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) as determined in good faith by the Board of Directors of SkillSoft on the date of the receipt of such property by SmartForce over (y) the ParentSmartForce's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to SmartForce on the repurchase of the Option by the Company SkillSoft pursuant to Section 67, plus (C) any termination fee paid in cash by the Company SkillSoft and received by Parent SmartForce pursuant to the Reorganization Merger Agreement, minus (ii) the amounts of any cash previously paid by Parent SmartForce to the Company SkillSoft pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 1023.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Business Combination Agreement, in no event shall ParentTrenwick's Total Profit (as defined belowhereinafter defined) exceed $6,000,000 15 million (such amount, the "MAXIMUM PROFITProfit Limit") and, if Parent's Total Profit it would otherwise would exceed the Maximum Profitsuch amount, ParentTrenwick, at its sole discretionelection, shall shall, within five business days, either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company Issuer for cancellation Option Shares (valued, for purposes of this Section 11, at their closing market price on the NYSE on the date of such delivery), (ii) pay cash to the Issuer or refund in cash any LaSalle Termination Fee previously paid to Trenwick or reduce or waive the amount of any LaSalle Termination Fee payable to Trenwick pursuant to Section 7.4(c) of the Business Combination Agreement, or (iii) undertake any combination thereof, so that Trenwick's Total Profit shall not exceed the Profit Limit after taking into account the foregoing actions. As used herein, "Total Profit" means the aggregate amount (before taxes) of (i) $12 million, payable in excess of expenses, pursuant to Section 7.4(c) of the Business Combination Agreement, (ii) amounts paid by LaSalle pursuant to Section 12 hereof and (iii) (x) the net cash amounts received by Trenwick pursuant to the sale or other disposition of Option Shares (or any other securities into which such Option Shares are converted or exchanged) previously purchased by Parentto any unaffiliated party, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over less (y) the ParentTrenwick's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Shares.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 60,000,000 (the "MAXIMUM PROFITMaximum Profit") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by, or Company Shares issued by the Company pursuant to Section 7.3 of the Reorganization Agreement ("Termination Fee Shares") (or other securities into which such Termination Fee Shares are converted or exchanged) to, Parent, (iii) pay cash to the Company, (iv) reduce the number of Termination Fee Shares to be paid by the Company or (ivv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions; provided, however, that to the extent the payment by the Company of cash to Parent in satisfaction of the Termination Fee pursuant to Section 7.3 of the Reorganization Agreement would cause Parent's Total Profit to exceed the Maximum Profit (after Parent has had an opportunity to reduce Parent's Total Profit pursuant to clause (iv) of this sentence), then the Company need not pay such cash portion of the Termination Fee. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares or Termination Fee Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 8 plus the value of the Option Shares or Termination Fee Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 108.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Merger Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 460,000,000 (the "MAXIMUM PROFITMaximum Amount") and, if Parent's Total Profit it otherwise would exceed the such Maximum ProfitAmount, Parent, Parent at its sole discretion, shall either election may (i) reduce the number of Option Shares subject pay cash to the OptionCompany, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, or (iii) pay cash to the Company, or (iv) any combination of the foregoingthereof, so that Parent's actually realized Total Profit (as defined below) shall not exceed the Maximum Profit Amount after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Agreement, the Stock Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice or Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Stock Option otherwise would result in the Notional Total Profit exceeding such amount, Parent, at its discretion, may (in addition to any of the actions specified in Section 11(a) above) increase the Exercise Price for that number of Option Shares set forth in the Stock Exercise Notice or Cash Exercise Notice, as applicable, so that the Notional Total Profit shall not exceed the Maximum Amount; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 2 hereof. (c) As used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) any excess the cash amount actually received by Parent pursuant to Section 7.2(b) of the Merger Agreement, (ii) (x) the net cash amounts or the fair market value of any property received by Parent pursuant to a the sale of Option Shares (or of any other securities into or for which such shares Option Shares are converted or exchanged) over ), less (y) the Parent's aggregate purchase price for such Option Shares (or other securities), ) plus (Biii) any the aggregate amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 103(d).

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's SmartForce’s Total Profit (as defined below) exceed $6,000,000 the amount of the fee set forth in Section 8.3(c) of the Merger Agreement (the "MAXIMUM PROFIT"“Maximum Profit”) and, if Parent's SmartForce’s Total Profit otherwise would exceed the Maximum Profit, ParentSmartForce, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the CompanySkillSoft, or (iviii) any combination of the foregoing, so that Parent's SmartForce’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actionsaction. (b) For purposes of this Agreement, "TOTAL PROFIT" “Total Profit” shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent SmartForce pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) as determined in good faith by the Board of Directors of SkillSoft on the date of the receipt of such property by SmartForce over (y) the Parent's SmartForce’s aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to SmartForce on the repurchase of the Option by the Company SkillSoft pursuant to Section 67, plus (C) any termination fee paid in cash by the Company SkillSoft and received by Parent SmartForce pursuant to the Reorganization Merger Agreement, minus (ii) the amounts of any cash previously paid by Parent SmartForce to the Company SkillSoft pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 1023.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parentthe Grantee's Total Profit (as hereinafter defined) exceed $35,000,000 (the "Profit Limit") and, if it otherwise would exceed such amount, ------------ the Grantee, at its sole election, shall either (i) deliver to the Grantor for cancellation Option Shares previously purchased by Grantee (valued at the average closing price of the Common Stock on the NYSE for the five trading days ending on the trading date immediately preceding the date of delivery), (ii) pay cash or deliver other consideration to the Grantor, or (iii) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of the Exercise Notice, result in a Notional Total Profit (as defined below) exceed $6,000,000 (of more than the "MAXIMUM PROFIT") Profit Limit and, if Parent's Total Profit exercise of the Option otherwise would exceed the Maximum ProfitProfit Limit, Parentthe Grantee, at its sole discretion, shall either (i) reduce may increase the Purchase Price for that number of Option Shares subject set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Limit; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1(a) hereof. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount of cash received by Grantee pursuant to Section 8.03(e) of the OptionMerger Agreement, (ii) deliver (x) the amount received by Grantee pursuant to the Company Grantor's repurchase of Option Shares pursuant to Sections 1(d), 7 or 8 hereof, less (y) the Grantee's aggregate purchase price for cancellation such Option Shares, (iii) the amount received by Grantee in respect of a Cash Exercise Notice pursuant to Section 1(d) hereof, and (iv) (x) the net cash amounts received by Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) previously purchased by Parentto any unaffiliated party, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over less (y) the ParentGrantee's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Shares.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Merger Agreement, in no event shall Parentthe Company's Total Profit (as defined below) exceed $6,000,000 1,100,000,000 (the "MAXIMUM PROFITMaximum Amount") and, if Parent's Total Profit it otherwise would exceed such Maximum Amount, the Maximum Profit, Parent, Company at its sole discretion, shall either election may (i) reduce the number of Option Shares subject pay cash to the OptionParent, (ii) deliver to the Company Parent for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, or (iviii) any combination of the foregoingthereof, so that Parentthe Company's actually realized Total Profit (as defined below) shall not exceed the Maximum Profit Amount after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Agreement, the Stock Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice or Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Stock Option otherwise would result in the Notional Total Profit exceeding such amount, the Company, at its discretion, may (in addition to any of the actions specified in Section 11(a) above) increase the Exercise Price for that number of Option Shares set forth in the Stock Exercise Notice or Cash Exercise Notice, as applicable, so that the Notional Total Profit shall not exceed the Maximum Amount; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 2 hereof. (c) As used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) the cash amount actually received by the Company pursuant to Section 10.6 of the Merger Agreement less any excess of repayment by the Company to Parent pursuant to Section 11(a)(i) hereof, (ii) (x) the net cash amounts or the fair market value of any property received by Parent the Company pursuant to a the sale of Option Shares (or of any other securities into or for which such shares Option Shares are converted or exchanged) over ), less (y) the ParentCompany's aggregate purchase price for such Option Shares (or other securities), ) plus (Biii) any the aggregate amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 103(d).

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parent's the Total Profit (as defined belowhereinafter defined) received by Inprise and its affiliates exceed $6,000,000 (the "MAXIMUM PROFIT") 45 million and, if Parent's Total Profit it otherwise would exceed the Maximum Profitsuch amount, ParentInprise, at its sole discretionelection, shall either (i) reduce the number of Option Shares shares of Corel Common Stock subject to the Option, (ii) deliver to the Company Inprise for cancellation Option Inprise Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentInprise (valued, for the purposes of this Section 11(a) at the average closing sales price per share of Corel Common Stock (or if there is no sale on such date then the average between the closing bid and ask prices on any such date) as reported by the Nasdaq Stock Market for the twenty consecutive trading days preceding the day on which the Total Profit exceeds $45 million, (iii) pay cash to the CompanyCorel, or (iv) any combination of the foregoingthereof, so that Parent's the actually realized Total Profit shall not exceed the Maximum Profit $45 million after taking into account the foregoing actions. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Aa) any excess the aggregate amount of (xi)(x) the net cash amounts or fair market value of any property received by Parent Inprise and its affiliates pursuant to a the sale of Option Corel Shares (or any securities into which such shares Corel Shares are converted or exchanged) over to any unaffiliated party or to Corel pursuant to this Agreement, less (y) the ParentInprise's aggregate purchase price for of such Option Shares Corel Shares, (or other securities), plus (Bii) any amounts received by Parent pursuant to Inprise and its affiliates on the repurchase transfer of the Option (or any portion thereof) to any unaffiliated party, if permitted hereunder or to Corel pursuant to this Agreement, and (iii) the amount received by the Company Inprise pursuant to Section 6, plus (C8.02(b) any termination fee paid in cash by of the Company and received by Parent pursuant to the Reorganization Merger Agreement, ; minus (iib) the amounts amount of any cash previously theretofore paid by Parent to the Company Corel pursuant to this Section 10 11 plus the value of the Option Corel Shares (or other securities) previously theretofore delivered by Parent to the Company Corel for cancellation pursuant to this Section 1011.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Stock Option Agreement, in no event shall the Parent's Total Profit (as defined belowhereinafter defined) exceed $6,000,000 (the "MAXIMUM PROFIT") 9 million and, if Parent's Total Profit it otherwise would exceed such amount, the Maximum Profit, Parent, at its sole discretionelection, shall either (i) reduce the number of Option Shares subject to the Option, (iia) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iiib) pay cash or other consideration to the Company, Company or (ivc) undertake any combination of the foregoingthereof, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit $9 million after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Stock Option Agreement, this Option may not be exercised for a number of Shares as would, as of the date of the Stock Exercise Notice, result in a Notional Total Profit (as defined below) of more than $9 million and, if exercise of the Option otherwise would exceed such amount, the Parent, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $9 million; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1(a) hereof. (c) As used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) any excess the amount of cash received by Parent pursuant to Section 1(d), (ii) (x) the net cash amounts or fair market value of any property received by Parent pursuant to a the sale of Option Shares (or any other securities into which such shares Shares are converted or exchanged) over to any unaffiliated party, less (y) the Parent's aggregate purchase price Purchase Price for such Option Shares Shares, and (or other securities), plus (Biii) any amounts fees received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C6.3(b) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (iior Section 6.3(e) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Merger Agreement.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Merger Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 1,100,000,000 (the "MAXIMUM PROFITMaximum Amount") and, if Parent's Total Profit it otherwise would exceed the such Maximum ProfitAmount, Parent, Parent at its sole discretion, shall either election may (i) reduce the number of Option Shares subject pay cash to the OptionCompany, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, or (iii) pay cash to the Company, or (iv) any combination of the foregoingthereof, so that Parent's actually realized Total Profit (as defined below) shall not exceed the Maximum Profit Amount after taking into account the foregoing actions. (b) For purposes Notwithstanding any other provision of this Agreement, the Stock Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice or Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Stock Option otherwise would result in the Notional Total Profit exceeding such amount, Parent, at its discretion, may (in addition to any of the actions specified in Section 11(a) above) increase the Exercise Price for that number of Option Shares set forth in the Stock Exercise Notice or Cash Exercise Notice, as applicable, so that the Notional Total Profit shall not exceed the Maximum Amount; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 2 hereof. (c) As used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Ai) the cash amount actually received by Parent pursuant to Section 10.5 of the Merger Agreement less any excess of repayment by Parent to the Company pursuant to Section 11(a)(i) hereof, (ii) (x) the net cash amounts or the fair market value of any property received by Parent pursuant to a the sale of Option Shares (or of any other securities into or for which such shares Option Shares are converted or exchanged) over ), less (y) the Parent's aggregate purchase price for such Option Shares (or other securities), ) plus (Biii) any the aggregate amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 103(d).

Profit Limitation. (a) Notwithstanding Within 15 days of the receipt of cash proceeds by Grantee from the disposition of the Stock Option, or in payment of the Spread pursuant to Section 1.02(d) hereof, or from the sale of Option Shares (or any other provision securities into which such shares are converted or exchanged), including any repurchase of such shares pursuant to Section 6.01, that results in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 exceeding the Maximum Total Profit Amount (as defined below), Grantee shall remit an amount in cash to the "MAXIMUM PROFIT") and, if ParentIssuer so that Grantee's Total Profit otherwise would shall no longer exceed the Maximum ProfitTotal Profit Amount; provided, Parenthowever, at that nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve Issuer of its sole discretionobligation to pay, any payment provided for in Section 8.05 of the Merger Agreement. If Total Profit received by Grantee exceeds the Maximum Total Profit Amount following receipt of such a payment pursuant to Section 8.05 of the Merger Agreement, Grantee shall either be obligated to remit an amount in cash to the Issuer so that Grantee's Total Profit shall no longer exceed the Maximum Total Profit Amount, such remittance to be made within 15 days of the latest of (i) reduce the number date of Option Shares subject to the Optionreceipt of such payment, (ii) deliver to the Company for cancellation date of receipt of the cash proceeds by Grantee from the sale of Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, and (iii) pay cash to the Company, or (iv) any combination date of receipt of the foregoing, so that Parent's actually realized Total Profit shall not exceed cash proceeds from disposition of the Maximum Profit after taking into account the foregoing actionsOption. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of (A) any excess of (xi) the sum of (A) the aggregate net cash amounts or fair market value of any property proceeds received by Parent Grantee pursuant to a Issuer's repurchase of Option Shares pursuant to Section 6.01 hereof, plus (B) the aggregate net cash proceeds received by Grantee pursuant to Section 1.02(d) hereof, plus (C) the aggregate net cash proceeds received by Grantee pursuant to the sale of Option Shares (or any other securities into which such shares are converted or exchanged) to any unaffiliated party, over (yii) the Parentsum of (A) Grantee's aggregate purchase price for such all Option Shares (or other securities), purchased by Grantee plus (B) any amounts received by Parent pursuant the aggregate cash amount remitted to the repurchase of the Option Issuer by the Company Grantee pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 106.02(a).

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Merger Agreement, in no event shall ParentAvanex's Total Profit (as defined below) exceed $6,000,000 the amount of the Oplink Termination Fee (the "MAXIMUM PROFITMaximum Profit") and, if ParentAvanex's -------------- Total Profit otherwise would exceed the Maximum Profit, ParentAvanex, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company Oplink for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentAvanex, (iii) pay cash to the CompanyOplink, or (iv) any combination of the foregoing, so that ParentAvanex's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the ------------ aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent Avanex pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the ParentAvanex's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent Avanex pursuant to on the repurchase of the Option by the Company Oplink pursuant to Section 6, plus (C) any termination fee the Oplink Termination Fee paid in cash by the Company and received by Parent Oplink pursuant to the Reorganization Merger Agreement, minus (ii) the amounts of any cash previously paid by Parent Avanex to the Company Oplink pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent Avanex to the Company Oplink for cancellation pursuant to this Section 10.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parent's the Total Profit Payment (as defined belowhereinafter defined) received by Cendant and its affiliates exceed $6,000,000 (the "MAXIMUM PROFIT") 100 million and, if Parent's Total Profit it otherwise would exceed the Maximum Profitsuch amount, ParentCendant, at its sole discretionelection, shall either (i) reduce the number of Option Shares shares of Company Common Stock subject to the Option, (ii) deliver to the Company for cancellation Option Company Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentCendant (valued, for the purposes of this Section 11(a) at the average of the closing sales prices of the Company Common Stock reported on the NYSE Composite Tape for the 20 consecutive Trading Days ending on (and including) the Trading Day immediately preceding the day on which the Total Payment exceeds $100 million), (iii) pay cash to the Company, or (iv) any combination of the foregoingthereof, so that Parent's the actually realized Total Profit Payment shall not exceed the Maximum Profit $100 million after taking into account the foregoing actions. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Payment" shall mean: (i) mean the aggregate amount sum (before taxes) of the following: (Ai) any excess of amount received by Cendant pursuant to Section 7 hereof, (ii) (x) the net (I) cash amounts received or (II) the fair market value of any property securities received by Parent Cendant pursuant to a sale the sale, disposition, conversion or exchange (including any sale, disposition, conversion or exchange in connection with any Third Party Acquisition) of Option Company Shares (or any securities into which such shares are the Company Shares shall be converted or exchanged) over to any unaffiliated party within twelve months following exercise of the Option, less (y) the Parent's aggregate purchase price Exercise Price for such Option Shares shares, (or other securities), plus (Biii) any amounts received by Parent pursuant to the repurchase Cendant upon transfer of the Option (or any portion thereof) to any unaffiliated party, and (iv) the amount, if any, of the Fee actually received by the Company Cendant pursuant to Section 6, plus (C7.6(a) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Merger Agreement.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall ParentSkillSoft's Total Profit (as defined below) exceed $6,000,000 the amount of the fee set forth in Section 8.3(e) of the Merger Agreement (the "MAXIMUM PROFITMaximum Profit") and, if ParentSkillSoft's Total Profit otherwise would exceed the Maximum Profit, ParentSkillSoft, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the CompanySmartForce, or (iviii) any combination of the foregoing, so that ParentSkillSoft's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actionsaction. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent SkillSoft pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) as determined in good faith by the Board of Directors of SmartForce on the date of the receipt of such property by SkillSoft over (y) the ParentSkillSoft's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to SkillSoft on the repurchase of the Option by the Company SmartForce pursuant to Section 67, plus (C) any termination fee paid in cash by the Company SmartForce and received by Parent SkillSoft pursuant to the Reorganization Merger Agreement, minus (ii) the amounts of any cash previously paid by Parent SkillSoft to the Company SmartForce pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 1023.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parentthe Grantee's Total Profit (as hereinafter defined) exceed $10 million and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (a) deliver to the Issuer for cancellation Shares previously purchased by Grantee, (b) pay cash or other consideration to the Issuer or (c) undertake any combination thereof, so that Grantee's Total Profit shall not exceed $10 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of Shares as would, as of the Notice Date, result in a Notional Total Profit (as defined below) exceed of more than $6,000,000 (the "MAXIMUM PROFIT") 10 million and, if Parent's Total Profit exercise of the Option otherwise would exceed such amount, the Maximum Profit, ParentGrantee, at its sole discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall either not exceed $10 million; PROVIDED, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) reduce the number amount of Option Shares subject cash received by Grantee pursuant to Section 6.01(f) or 6.03 of the OptionMerger Agreement and Section 8(a)(ii) hereof, (ii) deliver (x) the amount received by Grantee pursuant to the Company Issuer's repurchase of Option Shares pursuant to Section 8 hereof, less (y) the Grantee's purchase price for cancellation such Option Shares, and (iii) (x) the net cash amounts received by Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) previously purchased by Parentto any unaffiliated party, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over less (y) the ParentGrantee's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Shares.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Business Combination Agreement, in no event shall ParentLaSalle's Total Profit (as defined belowhereinafter defined) exceed $6,000,000 15 million (such amount, the "MAXIMUM PROFITProfit Limit") and, if Parent's Total Profit it would otherwise would exceed the Maximum Profitsuch amount, ParentLaSalle, at its sole discretionelection, shall shall, within five business days, either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company Issuer for cancellation Option Shares (valued, for purposes of this Section 11, at their closing market price on the NYSE on the date of such delivery), (ii) pay cash to the Issuer or refund in cash any Trenwick Termination Fee previously paid to LaSalle or reduce or waive the amount of any Trenwick Termination Fee payable to LaSalle pursuant to Section 7.4(b) of the Business Combination Agreement, or (iii) undertake any combination thereof, so that LaSalle's Total Profit shall not exceed the Profit Limit after taking into account the foregoing actions. As used herein, "Total Profit" means the aggregate amount (before taxes) of (i) $12 million, payable in excess of expenses, pursuant to Section 7.4(c) of the Business Combination Agreement, (ii) amounts paid by Trenwick pursuant to Section 12 hereof, and (iii) (x) the net cash amounts received by LaSalle pursuant to the sale or other disposition of Option Shares (or any other securities into which such Option Shares are converted or exchanged) previously purchased by Parentto any unaffiliated party, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over less (y) the ParentLaSalle's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10Shares.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 79,000,000 (the "MAXIMUM PROFITMaximum Profit") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, Company or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions; provided, however, that to the extent the payment by the Company of cash to Parent in satisfaction of the Termination Fee pursuant to Section 7.3 of the Reorganization Agreement would cause Parent's Total Profit to exceed the Maximum Profit, then the Company need not pay such cash portion of the Termination Fee. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 8 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 108.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parent's the Total Profit (as defined belowhereinafter defined) received by Corel and its affiliates exceed $6,000,000 (the "MAXIMUM PROFIT") 30 million and, if Parent's Total Profit it otherwise would exceed the Maximum Profitsuch amount, ParentCorel, at its sole discretionelection, shall either (i) reduce the number of Option Shares shares of Inprise Common Stock subject to the Option, (ii) deliver to the Company Inprise for cancellation Option Inprise Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentCorel (valued, for the purposes of this Section 11(a) at the average closing sales price per share of Inprise Common Stock (or if there is no sale on such date then the average between the closing bid and ask prices on any such day) as reported by the Nasdaq Stock Market for the twenty consecutive trading days preceding the day on which the Total Profit exceeds $30 million, (iii) pay cash to the CompanyInprise, or (iv) any combination of the foregoingthereof, so that Parent's the actually realized Total Profit shall not exceed the Maximum Profit $30 million after taking into account the foregoing actions. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) mean the aggregate amount (before taxes) of the following: (Aa) any excess the aggregate amount of (xi)(x) the net cash amounts or fair market value of any property received by Parent Corel and its affiliates pursuant to a the sale of Option Inprise Shares (or any securities into which such shares Inprise Shares are converted or exchanged) over to any unaffiliated party or to Inprise pursuant to this Agreement, less (y) the ParentCorel's aggregate purchase price for of such Option Shares Inprise Shares, (or other securities), plus (Bii) any amounts received by Parent pursuant to Corel and its affiliates on the repurchase transfer of the Option (or any portion thereof) to any unaffiliated party, if permitted hereunder or to Inprise pursuant to this Agreement, and (iii) the amount received by the Company Corel pursuant to Section 6, plus (C8.02(b) any termination fee paid in cash by of the Company and received by Parent pursuant to the Reorganization Merger Agreement, ; minus (iib) the amounts amount of any cash previously theretofore paid by Parent to the Company Inprise pursuant to this Section 10 11 plus the value of the Option Inprise Shares (or other securities) previously theretofore delivered by Parent to the Company Inprise for cancellation pursuant to this Section 1011.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's SkillSoft’s Total Profit (as defined below) exceed $6,000,000 the amount of the fee set forth in Section 8.3(e) of the Merger Agreement (the "MAXIMUM PROFIT"“Maximum Profit”) and, if Parent's SkillSoft’s Total Profit otherwise would exceed the Maximum Profit, ParentSkillSoft, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the CompanySmartForce, or (iviii) any combination of the foregoing, so that Parent's SkillSoft’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actionsaction. (b) For purposes of this Agreement, "TOTAL PROFIT" “Total Profit” shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent SkillSoft pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) as determined in good faith by the Board of Directors of SmartForce on the date of the receipt of such property by SkillSoft over (y) the Parent's SkillSoft’s aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to SkillSoft on the repurchase of the Option by the Company SmartForce pursuant to Section 67, plus (C) any termination fee paid in cash by the Company SmartForce and received by Parent SkillSoft pursuant to the Reorganization Merger Agreement, minus (ii) the amounts of any cash previously paid by Parent SkillSoft to the Company SmartForce pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 1023.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parentthe Grantee's Total Profit (as defined below) exceed $6,000,000 54,000,000.00 (the "MAXIMUM PROFITMaximum Profit") and, if Parentthe Grantee's Total Profit otherwise would exceed the Maximum Profit, Parentthe Grantee, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parentthe Grantee, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parentthe Grantee's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent the Grantee pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the ParentGrantee's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the Grantee on the repurchase of the Option by the Company pursuant to Section 67, plus (C) any termination fee paid in cash by the Company and received by Parent the Grantee pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent the Grantee to the Company pursuant to this Section 10 9 plus the value of the Option Shares (or other securities) previously delivered by Parent the Grantee to the Company for cancellation pursuant to this Section 109.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 60,000,000 (the "MAXIMUM PROFIT") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by, or Company Shares issued by the Company pursuant to Section 7.3 of the Reorganization Agreement ("TERMINATION FEE SHARES") (or other securities into which such Termination Fee Shares are converted or exchanged) to, Parent, (iii) pay cash to the Company, (iv) reduce the number of Termination Fee Shares to be paid by the Company or (ivv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions; PROVIDED, HOWEVER, that to the extent the payment by the Company of cash to Parent in satisfaction of the Termination Fee pursuant to Section 7.3 of the Reorganization Agreement would cause Parent's Total Profit to exceed the Maximum Profit (after Parent has had an opportunity to reduce Parent's Total Profit pursuant to clause (iv) of this sentence), then the Company need not pay such cash portion of the Termination Fee. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares or Termination Fee Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 8 plus the value of the Option Shares or Termination Fee Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 108.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parent's the Total Profit (as defined belowhereinafter defined) exceed in the aggregate Seventeen Million Dollars ($6,000,000 17,000,000) (such amount, the "MAXIMUM PROFITMaximum Profit") and, if ParentGrantee's Total Profit otherwise would shall exceed the such Maximum Profit, ParentGrantee, at its sole discretion, shall either (i) reduce the number of Option Shares shares of Company Common Stock subject to the this Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentGrantee, (iii) pay cash to the Company, Company or (iv) any combination of the foregoingthereof, so that ParentGrantee's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property proceeds actually received by Parent pursuant to a Grantee from the sale of Option Shares (or securities into which such shares are converted or exchanged) to any unaffiliated third party, over (y) the Parent's aggregate purchase price Option Price for such Option Shares (or other securities), plus (B) any amounts the amount of the Cancellation Amount actually received by Parent pursuant to the repurchase of the Option by the Company Grantee pursuant to Section 62(k)hereof, plus (C) any termination fee paid in cash by the Company and Termination Fee actually received by Parent Grantee pursuant to the Reorganization terms of the Merger Agreement, minus (ii) the sum of amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 8 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 108.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Merger Agreement, in no event shall ParentOplink's Total Profit (as defined below) exceed $6,000,000 the amount of the Avanex Termination Fee (the "MAXIMUM PROFITMaximum Profit") and, if Parent-------------- Oplink's Total Profit otherwise would exceed the Maximum Profit, ParentOplink, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company Avanex for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentOplink, (iii) pay cash to the CompanyAvanex, or (iv) any combination of the foregoing, so that ParentOplink's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) ------------ the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent Oplink pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the ParentOplink's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent Oplink pursuant to on the repurchase of the Option by the Company Avanex pursuant to Section 6, plus (C) any termination fee the Avanex Termination Fee paid in cash by the Company and received by Parent Avanex pursuant to the Reorganization Merger Agreement, minus (ii) the amounts of any cash previously paid by Parent Oplink to the Company Avanex pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent Oplink to the Company Avanex for cancellation pursuant to this Section 10.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 12,000,000 (the "MAXIMUM PROFITMaximum Profit") and, if Parent's Total Profit -------------- otherwise would exceed the Maximum Profit, Parent, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, or (iviii) any combination of the foregoing, so that Parent's actually actual realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions; provided, however, that to the extent the payment by the Company of -------- ------- cash to Parent in satisfaction of the Termination Fee pursuant to Section 7.03 of the Reorganization Agreement would cause Parent's Total Profit to exceed the Maximum Profit (after Parent has had an opportunity to reduce Parent's Total Profit pursuant to this Section 9(a)), then the Company need not pay such cash portion of the Termination Fee. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) the ------------ aggregate amount (before taxes) of (i) (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 6, plus (CB) any termination fee Termination Fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 102.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 120,000,000 (the "MAXIMUM PROFIT") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, discretion shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually actual realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions; PROVIDED, HOWEVER, that to the extent the payment by the Company of cash to Parent in satisfaction of the Termination Fee pursuant to Section 7.3 of the Reorganization Agreement would cause Parent's Total Profit to exceed the Maximum Profit (after Parent has had an opportunity to reduce Parent's Total Profit pursuant to this Section 10(a)), then the Company need not pay such cash portion of the Termination Fee. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 67, plus (C) any termination fee Termination Fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10.

Profit Limitation. (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 79,000,000 (the "MAXIMUM PROFITMaximum Profit") and, if Parent's Total Profit -------------- otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, Company or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions; provided, however, that to the extent the ----------------- payment by the Company of cash to Parent in satisfaction of the Termination Fee pursuant to Section 7.3 of the Reorganization Agreement would cause Parent's Total Profit to exceed the Maximum Profit, then the Company need not pay such cash portion of the Termination Fee. (b) For purposes of this Agreement, "TOTAL PROFITTotal Profit" shall mean: (i) ------------ the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to on the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 8 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 108.

Profit Limitation. (a) Notwithstanding any other provision in of this Agreement or the Reorganization Agreement, in no event shall Parent's the Total Profit (as defined belowhereinafter defined) exceed in the aggregate Seventeen Million Dollars ($6,000,000 17,000,000) (such amount, the "MAXIMUM PROFITMaximum Profit") and, if ParentGrantee's Total Profit otherwise would shall exceed the such Maximum Profit, ParentGrantee, at its sole discretion, shall either (i) reduce the number of Option Shares shares of Company Common Stock subject to the this Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by ParentGrantee, (iii) pay cash to the Company, Company or (iv) any combination of the foregoingthereof, so that ParentGrantee's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this AgreementAs used herein, the term "TOTAL PROFITTotal Profit" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property proceeds actually received by Parent pursuant to a Grantee from the sale of Option Shares (or securities into which such shares are converted or exchanged) to any unaffiliated third party, over (y) the Parent's aggregate purchase price Option Price for such Option Shares (or other securities), plus (B) any amounts the amount of the Cancellation Amount actually received by Parent pursuant to the repurchase of the Option by the Company Grantee pursuant to Section 62(k) hereof, plus (C) any termination fee paid in cash by the Company and Termination Fee actually received by Parent Grantee pursuant to the Reorganization terms of the Merger Agreement, minus (ii) the sum of amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 8 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 108.