Common use of Profit Limitation Clause in Contracts

Profit Limitation. (a) Notwithstanding any other provision of this Agreement in no event shall Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, Grantee, at its sole election, shall either (i) pay cash or other consideration to the Company, (ii) reduce the number of Shares subject to the Option or (iii) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that would, as of any Notice Date, result in a Notional Total Profit of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, Grantee, at its sole option, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b). (c) Notwithstanding any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 of the Merger Agreement; provided that if and to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement or the Merger Agreement, in no event shall Granteethe Company's Total Profit (as defined below) exceed $400 million (the Profit Cap "Maximum Amount") and, if it otherwise would exceed such amountMaximum Amount, Grantee, the Company at its sole election, shall either election may (i) pay cash or other consideration to the CompanyParent, (ii) reduce deliver to Parent for cancellation Option Shares previously purchased by the number of Shares subject to the Option Company, or (iii) undertake any combination thereof, so that Granteethe Company's actually realized Total Profit (as defined below) shall not exceed the Profit Cap Maximum Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this the Stock Option may not be exercised for a number of Option Shares that as would, as of any the date of the Stock Exercise Notice Dateor Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Maximum Amount and, if exercise of the Stock Option otherwise would exceed result in the Notional Total Profit Capexceeding such amount, Granteethe Company, at its sole optiondiscretion, may (in addition to any of the actions specified in Section 5(a)10(a) (i) reduce the number of Option Shares subject to the Option or (iiabove) 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 Profit CapMaximum Amount; provided, however, that nothing in this sentence shall restrict any exercise of the Stock Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b)2 hereof. (c) Notwithstanding As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the cash amount actually received by the Company pursuant to Section 10.6(a) of the Merger Agreement less any repayment by the Company to Parent pursuant to Section 10(a)(i) hereof, (ii) (x) the net cash amounts or the fair market value of any property received by the Company pursuant to the sale of Option Shares (or of any other provision of this Agreementsecurities into or for which such Option Shares are converted or exchanged), nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve less (y) the Company's obligation to pay, any Termination Fee provided purchase price for in Section 9.3 of such Option Shares (or other securities) plus (iii) the Merger Agreement; provided that if and to the extent the Total Profit aggregate amounts received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated Company pursuant to promptly comply with the terms of Section 5(a3(d). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $30 million (the "Profit Cap Limit") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) pay cash or other consideration deliver to the CompanyGrantor for cancellation Shares previously purchased by Grantee, (ii) reduce the number of Shares subject pay cash to the Option Grantor, (iii) receive a smaller termination fee under Section 8.3 of the Merger Agreement or (iiiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Limit and, if exercise of the Option otherwise would exceed the Profit CapLimit, the Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapLimit; provided, however, that nothing in this -------- sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.3(c) of the Merger Agreement; provided that if , and to (ii) (x) the extent cash amounts (net of customary brokerage commissions paid in connection with the Total Profit transaction) received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement in no event shall Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, Grantee, at its sole election, shall either (i) deliver to the Company for cancellation Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (iiiii) reduce the number of Shares subject to the Option or (iiiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that would, as of any Notice Date, result in a Notional Total Profit of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, Grantee, at its sole option, may (in addition to the actions specified in Section 5(a7(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b7(b) on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b7(b). (c) Notwithstanding any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 of the Merger Agreement; provided that if and to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a7(a). (d) For purposes of Section 5(a7(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement or the Merger Agreement, in no event shall GranteeParent's Total Profit (as defined below) exceed $400 million (the Profit Cap "Maximum Amount") and, if it otherwise would exceed such amountMaximum Amount, Grantee, Parent at its sole election, shall either election may (i) pay cash or other consideration to the Company, (ii) reduce the number of Shares subject deliver to the Company for cancellation Option Shares previously purchased by Parent, or (iii) undertake any combination thereof, so that GranteeParent's actually realized Total Profit (as defined below) shall not exceed the Profit Cap Maximum Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this the Stock Option may not be exercised for a number of Option Shares that as would, as of any the date of the Stock Exercise Notice Dateor Cash Exercise Notice, as applicable, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Maximum Amount and, if exercise of the Stock Option otherwise would exceed result in the Notional Total Profit Capexceeding such amount, GranteeParent, at its sole optiondiscretion, may (in addition to any of the actions specified in Section 5(a)10(a) (i) reduce the number of Option Shares subject to the Option or (iiabove) 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 Profit CapMaximum Amount; provided, however, that nothing in this sentence shall restrict any exercise of the Stock Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b)2 hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability of Grantee following: (i) the cash amount actually received by Parent pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 10.5(a) of the Merger Agreement; provided that if and Agreement less any repayment by Parent to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such paymentCompany pursuant to Section 10(a)(i) hereof, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of (x) the definition of Total Profit, net cash amounts or the fair market value of any property received by Parent pursuant to the sale of Option Shares delivered by Grantee to the Company shall be the Applicable Price (or of any other securities into or for which such Option SharesShares are converted or exchanged), less (y) Parent's purchase price for such Option Shares (or other securities) plus (iii) the aggregate amounts received by Parent pursuant to Section 3(d).

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) exceed the Profit Cap $4.0 million, and, if it otherwise would exceed such amount, Grantee, at its sole election, shall either (i) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (ii) reduce the number of Shares subject to the Option Issuer or (iii) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap $4.0 million after taking into account the foregoing actions. Notwithstanding anything in the foregoing to the contrary, in the event that Grantee receives a Total Profit of $4.0 million (as hereinafter defined), Grantee shall deliver (x) to Issuer for cancellation all Option Shares previously purchased by Grantee and Issuer shall pay Grantee the exercise price paid by Grantee for such Option Shares, and (y) deliver for cancellation the Option or any remaining portion thereof. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that as would, as of any the Notice Date, result in a Notional Total Profit (as defined below) of more than the Profit Cap$4.0 million, and, if exercise of the Option otherwise would exceed the Profit Capsuch amount, Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Option Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap$4.0 million; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b)2 hereof. (c) Notwithstanding any other provision of this AgreementAs used herein, nothing in this Agreement the term "Total Profit" shall affect mean the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 aggregate amount (before taxes) of the Merger Agreement; provided that if and to following: (i) the extent the Total Profit amount of cash received by Grantee would exceed pursuant to Section 6.03 of the Profit Cap following receipt of such paymentPlan, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) the amount received by Grantee in connection with the repurchase of Option Shares or the definition Option or Substitute Option pursuant to Section 8(a)(ii) or (iii) or Section 9(a)(ii) or (iii), and (iii) (x) the net cash amounts received by Grantee pursuant to the sale of Total ProfitOption Shares (or any other securities into which such Option Shares are converted or exchanged), the value of Option or Substitute Option to any Option Shares delivered by Grantee to the Company shall be the Applicable Price of unaffiliated party, less (y) Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement in no event shall the Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, (A) in connection with the Put Right or any sale to a third party, the Grantee, at its sole election, shall either (i) deliver to the Company for cancellation Option Shares previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (iiiii) reduce the number amount of Shares subject the fee payable to Grantee under Section 5.11 of the Option Merger Agreement or (iiiiv) undertake any combination thereof, and (B) in connection with the Call Right, Grantee shall deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged), in either case, so that the Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that would, as of any the Notice Date, result in a Notional Total Profit of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, the Grantee, at its sole option, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject as to the which this Option or (ii) is being exercised, increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b7(b) on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b7(b). (c) Notwithstanding If an Exercise Event shall occur, the Grantee may elect, in lieu of receiving any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 portion of the Merger Agreement; provided that if and Termination Fee, to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) exercise a portion of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option SharesOption.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement in no event shall the Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, (A) in connection with the Put Right or any sale to a third party, the Grantee, at its sole election, shall either (i) deliver to the Company for cancellation Option Shares previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (iiiii) reduce the number amount of Shares subject the fee payable to Grantee under Section 5.11 of the Option Merger Agreement or (iiiiv) undertake any combination thereof, and (B) in connection with the Call Right, Grantee shall deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged), in either case, so that the Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that would, as of any the Notice Date, result in a Notional Total Profit of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, the Grantee, at its sole option, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject as to the which this Option or (ii) is being exercised, increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b7(b) on any subsequent sub- sequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b7(b). (c) Notwithstanding If an Exercise Event shall occur, the Grantee may elect, in lieu of receiving any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 portion of the Merger Agreement; provided that if and Termination Fee, to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) exercise a portion of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option SharesOption.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's =s Total Profit (as hereinafter defined) exceed $5 million (the "Profit Cap Limit") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) pay cash or other consideration deliver to the CompanyGrantor for cancellation Shares previously purchased by Grantee, (ii) reduce the number of Shares subject pay cash to the Option Grantor, (iii) receive a smaller termination fee under Section 8.3 of the Merger Agreement or (iiiiv) undertake any combination thereof, so that Grantee's =s Total Profit shall not exceed the Profit Cap Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Limit and, if exercise of the Option otherwise would exceed the Profit CapLimit, the Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapLimit; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.3(c) of the Merger Agreement; provided that if , and to (ii) (x) the extent cash amounts (net of customary brokerage commissions paid in connection with the Total Profit transaction) received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall GranteeAmeriSource's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, GranteeAmeriSource, at its sole election, shall either (i) deliver to Bergen for cancellation Option Shares previously purchased by AmeriSource, (ii) pay cash or other consideration to the CompanyBergen, (iiiii) reduce the number amount of Shares subject the fee payable to AmeriSource under Section 8.5 of the Option Merger Agreement (other than for payments with respect to Expenses) or (iiiiv) undertake any combination thereof, so that GranteeAmeriSource's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that would, as of any the Notice Date, result in a Notional Total Profit (as defined below) of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, GranteeAmeriSource, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; provided, however, that -------- ------- nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b10(b) on any subsequent date at the Exercise Purchase Price set forth in Section 2(b) 2 if such exercise would not then be restricted under this Section 5(b10(b). (c) Notwithstanding . As used herein, the term "Notional Total Profit" means, with --------------------- respect to any other provision number of this AgreementOption Shares as to which AmeriSource may propose to exercise the Option, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 of the Merger Agreement; provided that if and to the extent the Total Profit received determined as of the Notice Date assuming that the Option was exercised on such date for such number of Option Shares and assuming such Option Shares, together with all other Option Shares held by Grantee would exceed the Profit Cap following receipt AmeriSource and its affiliates as of such paymentdate, Grantee shall be obligated to promptly comply with were sold for cash at the terms closing market price per share for Bergen Common Stock as reported by the NYSE Composite Tape as of Section 5(a). the close of business on the preceding trading day (d) For purposes of Section 5(aless customary brokerage commissions) and clause including all amounts theretofore received or concurrently being paid to AmeriSource pursuant to clauses (i), (ii) and (iii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement in no event shall the Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, (A) in connection with the Put Right or any sale to a third party, the Grantee, at its sole election, shall either (i) deliver to the Company for cancellation Option Shares previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (iiiii) reduce the number amount of Shares subject the fee payable to Grantee under Section 8.3 of the Option Merger Agreement or (iiiiv) undertake any combination thereof, and (B) in connection with the Call Right, Grantee shall deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged), in either case, so that the Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that would, as of any the Notice Date, result in a Notional Total Profit of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, the Grantee, at its sole option, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject shares as to the which this Option or (ii) is being exercised, increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b7(b) on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b7(b). (c) Notwithstanding If an Exercise Event shall occur, the Grantee may elect, in lieu of receiving any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 portion of the Merger Agreement; provided that if and Termination Fee, to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) exercise a portion of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option SharesOption.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $30 million (the "Profit Cap Limit") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) pay cash or other consideration deliver to the CompanyGrantor for cancellation Shares previously purchased by Grantee, (ii) reduce the number of Shares subject pay cash to the Option Grantor, (iii) receive a smaller termination fee under Section 8.3 of the Merger Agreement or (iiiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Limit and, if exercise of the Option otherwise would exceed the Profit CapLimit, the Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapLimit; provided, however, that nothing in this sentence shall restrict any -------- exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.3(c) of the Merger Agreement; provided that if , and to (ii) (x) the extent cash amounts (net of customary brokerage commissions paid in connection with the Total Profit transaction) received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's Total Profit (as defined in Section 8(c) below) exceed the Profit Cap $2,500,000 and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) deliver to the Grantor for cancellation Shares previously purchased by Grantee, (ii) pay cash or other consideration to the CompanyGrantor, (iiiii) reduce receive a smaller termination fee under Section 8.03 of the number of Shares subject to the Option Merger Agreement or (iiiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap $2,500,000 after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Stock Exercise Notice, result in a Notional Total Profit (as defined in Section 8(c) below) of more than the Profit Cap, $2,500,000 and, if exercise of the Option otherwise would exceed such amount, the Profit Cap, Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap$2,500,000; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.03(b) of the Merger Agreement; provided that if Agreement and to Section 1(c) hereof, and (ii) (x) the extent the Total Profit net cash amounts received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $25 million (the "Profit Cap Limit") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) pay cash or other consideration deliver to the CompanyGrantor for cancellation Shares previously purchased by Grantee, (ii) reduce the number of Shares subject pay cash to the Option Grantor, (iii) receive a smaller termination fee under Section 8.3 of the Merger Agreement or (iiiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Limit and, if exercise of the Option otherwise would exceed the Profit CapLimit, the Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapLimit; provided, however, that nothing in this sentence shall -------- restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.3(c) of the Merger Agreement; provided that if , and to (ii) (x) the extent cash amounts (net of customary brokerage commissions paid in connection with the Total Profit transaction) received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $30 million (the "Profit Cap Limit") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) pay cash or other consideration deliver to the CompanyGrantor for cancellation Shares previously purchased by Grantee, (ii) reduce pay cash to the Grantor, (iii) receive a smaller termination fee under Section 8.3 of the Merger Agreement, (iv) limit the number of Shares subject to the Option purchased hereunder, or (iiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Limit and, if exercise of the Option otherwise would exceed the Profit CapLimit, the Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapLimit; provided, howeverPROVIDED, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.3(c) of the Merger Agreement; provided that if , and to (ii) (x) the extent cash amounts (net of customary brokerage commissions paid in connection with the Total Profit transaction) received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $25 million (the "Profit Cap Limit") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) pay cash or other consideration deliver to the CompanyGrantor for cancellation Shares previously purchased by Grantee, (ii) reduce the number of Shares subject pay cash to the Option Grantor, (iii) receive a smaller termination fee under Section 8.3 of the Merger Agreement or (iiiiv) undertake any combination thereof, so that Grantee's Total Profit shall not exceed the Profit Cap Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock the Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Limit and, if exercise of the Option otherwise would exceed the Profit CapLimit, the Grantee, at its sole optiondiscretion, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject to the Option or (ii) increase the Exercise Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapLimit; provided, however, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Purchase Price set forth in Section 2(b1(a) if such exercise would not then be restricted under this Section 5(b)hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability following: (i) the amount of cash received by Grantee pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 8.3(c) of the Merger Agreement; provided that if , and to (ii) (x) the extent cash amounts (net of customary brokerage commissions paid in connection with the Total Profit transaction) received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of the definition of Total Profit, the value of any Option Shares delivered by Grantee pursuant to the Company shall be sale of Shares (or any other securities into which such Shares are converted or exchanged) to any unaffiliated party, less (y) the Applicable Price of Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement in no event shall the Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, (A) in connection with the Put Right or any sale to a third party, the Grantee, at its sole election, shall either (i) deliver to the Company for cancellation Option Shares previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (iiiii) reduce the number amount of Shares subject the fee payable to Grantee under Section 8.3 of the Option Merger Agreement or (iiiiv) undertake any combination thereof, and (B) in connection with the Call Right, Grantee shall deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged), in either case, so that the Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Option Shares that would, as of any the Notice Date, result in a Notional Total Profit of more than the Profit Cap, and, if exercise of the Option otherwise would exceed the Profit Cap, the Grantee, at its sole option, may (in addition to the actions specified in Section 5(a)) (i) reduce the number of Option Shares subject shares as to the which this Option or (ii) is being exercised, increase the Exercise Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Profit Cap; providedPROVIDED, howeverHOWEVER, that nothing in this sentence shall restrict any exercise of the Option otherwise permitted by this Section 5(b7(b) on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b7(b). (c) Notwithstanding If an Exercise Event shall occur, the Grantee may elect, in lieu of receiving any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 portion of the Merger Agreement; provided that if and Termination Fee, to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such payment, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) exercise a portion of the definition of Total Profit, the value of any Option Shares delivered by Grantee to the Company shall be the Applicable Price of such Option SharesOption.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement or the Merger Agreement, in no event shall GranteeExxon's Total Profit (as defined below) exceed $2,000,000,000 (the Profit Cap "Maximum Amount") and, if it otherwise would exceed such amountMaximum Amount, Grantee, Exxon at its sole election, shall either election may (i) pay cash or other consideration to the CompanyMobil, (ii) reduce the number of deliver to Mobil for cancellation Option Shares subject to the Option previously purchased by Exxon, or (iii) undertake any combination thereof, so that GranteeExxon's actually realized Total Profit (as defined below) shall not exceed the Profit Cap Maximum Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this the Stock Option may not be exercised for a number of Option Shares that as would, as of any Notice Datethe date of the Stock Exercise Notice, result in a Notional Total Profit (as defined below) of more than the Profit Cap, Maximum Amount and, if exercise of the Stock Option otherwise would exceed result in the Notional Total Profit Capexceeding such amount, GranteeExxon, at its sole optiondiscretion, may (in addition to any of the actions specified in Section 5(a)11(a) (i) reduce the number of Option Shares subject to the Option or (iiabove) increase the Exercise Price for that number of Option Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed the Profit CapMaximum Amount; provided, however, that nothing in this sentence shall restrict any exercise of the Stock Option otherwise permitted by this Section 5(b) hereby on any subsequent date at the Exercise Price set forth in Section 2(b) if such exercise would not then be restricted under this Section 5(b)2 hereof. (c) Notwithstanding any other provision As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of this Agreement, nothing in this Agreement shall affect the ability of Grantee following: (i) the cash amount actually received by Exxon pursuant to receive, nor relieve the Company's obligation to pay, any Termination Fee provided for in Section 9.3 10.04(b) of the Merger Agreement; provided that if and Agreement less any repayment by Exxon to the extent the Total Profit received by Grantee would exceed the Profit Cap following receipt of such paymentMobil pursuant to Section 11(a)(i) hereof, Grantee shall be obligated to promptly comply with the terms of Section 5(a). (d) For purposes of Section 5(a) and clause (ii) of (x) the definition of Total Profit, net cash amounts or the fair market value of any property received by Exxon pursuant to the sale of Option Shares delivered by Grantee to the Company shall be the Applicable Price (or of any other securities into or for which such Option SharesShares are converted or exchanged), less (y) Exxon's purchase price for such Option Shares (or other securities) plus (iii) the aggregate amounts received by Exxon pursuant to Section 3(d).