Common use of Profit Limitations Clause in Contracts

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined below) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount otherwise would cause the Profit Limit to be exceeded, Parent, at its sole election and in its sole discretion, shall (i) reduce the number of shares of Company Common Stock subject to the Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) pay cash to the Company or (iv) take any combination of the foregoing actions, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptly. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined below) that would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit otherwise would exceed such amount, Parent, at its sole election and in its sole discretion, shall on or prior to the date of exercise (i) reduce the number of shares of Company Common Stock subject to such exercise, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) pay cash to the Company or (iv) take any combination of the foregoing actions, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent, PROVIDED that this paragraph (b) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent pursuant to the cash exercise right set forth in Section 2(c) and (ii)(x) the net consideration, if any, received by Parent pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Price of such Option Shares and any cash paid by Parent to the Company pursuant to Section 7(a)(iii) or Section 7(b)(iii), as the case may be.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined below) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount otherwise would cause the Profit Limit to be exceeded, Parent, at its sole election and in its sole discretion, shall (i) reduce the number of shares of Company Common Stock subject to the Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) pay cash to the Company or (iv) take any combination of the foregoing actions, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptly. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Issuer Common Stock as (including any exercise of the Cash-Out Right pursuant to Section 6(c)) that would, as of the date of exerciseapplicable Notice Date, result in a the Notional Total Option Profit (as defined belowhereinafter defined) that would exceed in the aggregate $14,000,000 (the "Profit Limit Limit") and, if the Notional Total Option Profit it otherwise would exceed such amount, ParentGrantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise applicable Option Closing Date (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company or Issuer, (iv) take reduce the size of any Cash-Out Closing Payment, (v) revoke in whole or in part any exercise of the Option or (vi) any combination of the foregoing actionsthereof, so that the Notional Total Option Profit as of the Notice Date shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions. If, PROVIDED that on any Notice Date, the Option cannot be exercised in full because of this paragraph Section 7(a), then (bnotwithstanding anything in this Agreement to the contrary) the Option may be exercised in part on such Notice Date and from time to time in part on later dates (subject, in the case of any subsequent exercise, to the proviso to the first sentence of Section 2(a) and to this Section 7(a)). This Section 7(a) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (cb) As used herein, the term "Notional Total Option Profit" as of any Notice Date (including any Notice Date arising out of the exercise of the Cash-Out Right pursuant to Section 6(c)) shall mean be the aggregate amount (before taxes) of the following: (i) any amount received by Parent pursuant to the cash exercise right set forth in Section 2(c) and Total Option Profit as of such Notice Date, (ii)(xii) the net considerationCash-Out Closing Payment, if any, received by Parent pursuant to due in connection with any exercise of the sale Cash-Out Right on such Notice Date and (iii) the product of (A) the number of Option Shares for which the Option is being exercised on such Notice Date (or other than any exercise pursuant to Section 6(c)) plus all other securities into which such Option Shares are converted or exchangedheld by Grantee and its affiliates as of such date and (B) to any unaffiliated partythe excess, valuing any non-cash consideration at its fair market value (as defined below)if any, less (y) over the Purchase Price of such Option Shares and any cash paid by Parent to the Company pursuant to Section 7(a)(iii) closing price for Issuer Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions or Section 7(b)(iiiunderwriting discounts), as the case may be.

Profit Limitations. (a) Notwithstanding Notwith-standing any other ------------------- provision of this Agreement, to the extent the exercise of this Option is the result of a Purchase Event, in no event shall the Total Option Profit (as defined belowhereinafter defined) exceed exceed, when aggregated with the Termination Fee, in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") 135 million and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Issuer Common Stock subject to the this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer, or (iv) take any combination of the foregoing actionsthereof, so that the Total Option Profit Profit, when aggregated with such Termination Fee so paid to Grantee, shall not exceed the Profit Limit $135 million after taking into account all the foregoing actions taken actions, plus an additional amount, not in excess of $22.5 million, as reimbursement for out-of-pocket fees and expenses incurred by Parent, Purchaser or their respective Affiliates in connection with the Transactions, including all fees and expenses of their counsel, accountants, investment bankers, experts and consultants (collectively "Expenses"). For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptly.-------- (b) Notwithstanding any other provision of this Agreement, to the extent the exercise of this Option is the result of a Purchase Event, this Option may not be exercised for a number of shares of Company Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed exceed, when aggregated with the Termination Fee, in the aggregate the Profit Limit $135 million, plus an additional amount, not in excess of $22.5 million, as reimbursement for Expenses, and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer, or (iv) take any combination of the foregoing actionsthereof, so that the Notional Total Option Profit Profit, when aggregated with such Termination Fee so paid to Grantee shall not exceed the Profit Limit $135 million after taking into account all the foregoing actions taken by Parentactions, PROVIDED plus an additional amount, not in excess of $22.5 million, as reimbursement for Expenses; provided, however, that this paragraph (b) shall not -------- ------- be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the ------------------- aggregate amount (before taxes) of the following: (i) any amount Cash-Out Amount received or then entitled to be received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c4, (ii) and (ii)(xx) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) purchased by Grantee pursuant to an exercise of this Option following a Purchase Event to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to ---- Section 7(a)(iii5(a)(iii) or Section 7(b)(iii5(b)(iii), as the case may be, and (iii) the net consideration, if any, received by Grantee from, the transfer of the Option (or any portion thereof) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below).

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined belowhereinafter defined) exceed in the aggregate $1,800,000 301 million minus any Termination Amount Fee actually received by Parent Tyco pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Common Stock subject to the this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company or Company, (iv) take deliver the undertaking described in Section 9(f) or (v) any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of shares of Company Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Common Stock subject to such exercise, (ii) deliver to the Company for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company or Company, (iv) take deliver the undertaking described in Section 9(f) or (v) any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used hereinherein and subject to Section 9(f), the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) Cash-Out Right and (ii)(xii) (x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company pursuant to Section 7(a)(iii9(a)(iii) or Section 7(b)(iii9(b)(iii), as the case may be.

Profit Limitations. (a) Notwithstanding any other provision of ------------------- this Agreement, in no event shall the Total Option Profit (as defined belowhereinafter defined) exceed in the aggregate $1,800,000 150,000,000 minus any Termination Amount Fee actually received by Parent Grantee pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Issuer Common Stock subject to the this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company or Issuer, (iv) take deliver the undertaking described in Section 7(f) or (v) any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of shares of Company Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company or Issuer, (iv) take deliver the undertaking described in Section 7(f) or (v) any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used hereinherein and subject to Section 7(f), the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) Cash-Out Right and (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii), as the case may be.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined below) exceed in the aggregate $1,800,000 28,000,000 minus any Termination Amount Fee actually received by Parent Grantee pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent Grantee hereunder or as part of the Termination Amount Fee otherwise would cause the Profit Limit to be exceeded, ParentGrantee, at its sole election and in its sole discretion, shall (i) reduce the number of shares of Company Issuer Common Stock subject to the Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actions, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by ParentGrantee. For the avoidance of doubt, Parent Grantee shall not receive any amounts under the terms of this Agreement or as a Termination Amount Fee which aggregate to more than the Profit Limit $28,000,000 and shall will cause any excess above the Profit Limit such amount to be repaid to the Company Issuer promptly. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined below) that would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit otherwise would exceed such amount, ParentGrantee, at its sole election and in its sole discretion, shall on or prior to the date of exercise (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actions, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by ParentGrantee, PROVIDED that this paragraph (b) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) Cash-Out Right and (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii), as the case may be.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined belowherein) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement 3,600,000 million (such net amount, the "Profit LimitPROFIT LIMIT") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Detective Common Stock subject to the this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Detective Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Detective Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to terminate the Option in whole or in part or to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option ProfitTOTAL OPTION PROFIT" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) and Cash-Out Right, (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii) the net cash amounts received by Grantee on the transfer (in accordance with Section 12(g), as ) of the case may beOption (or any portion thereof) to any unaffiliated party.

Profit Limitations. (a) Notwithstanding any other provision of ------------------- this Agreement, in no event shall the Total Option Profit (as defined below) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement 180,000,000 (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit to be exceeded, ParentGrantee, at its sole election and in its sole discretion, shall (i) reduce the number of shares of Company Issuer Common Stock subject to the Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actions, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyGrantee. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined below) that would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit otherwise would exceed such amount, ParentGrantee, at its sole election and in its sole discretion, shall on or prior to the date of exercise (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actions, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by ParentGrantee, PROVIDED provided that this paragraph (b) shall not be construed as to restrict any -------- exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) Cash-Out Right and (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the aggregate Purchase Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii), as the case may be.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined belowherein) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement 26.25 million (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Issuer Common Stock subject to the this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) and Cash-Out Right, (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii) the net cash amounts received by Grantee on the transfer (in accordance with Section 12(g), as ) of the case may beOption (or any portion thereof) to any unaffiliated party.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined belowherein) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement 3,600,000 million (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Detective Common Stock subject to the this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Detective Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Detective Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to terminate the Option in whole or in part or to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) and Cash-Out Right, (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii) the net cash amounts received by Grantee on the transfer (in accordance with Section 12(g), as ) of the case may beOption (or any portion thereof) to any unaffiliated party.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined belowherein) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement 26.25 million (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, ParentGrantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Issuer Common Stock subject to the this Option, (ii) deliver to the Company Issuer for cancellation cancelation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Issuer Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation cancelation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company Issuer or (iv) take any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) and Cash-Out Right, (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii) the net cash amounts received by Grantee on the transfer (in accordance with Section 12(g), as ) of the case may beOption (or any portion thereof) to any unaffiliated party.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined belowhereinafter defined) exceed in the aggregate $1,800,000 17 million minus the sum of any Termination Amount Fee plus Expenses actually received by Parent Grantee pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount Grantee otherwise would cause the Profit Limit such aggregate amount to be exceeded, Parentthe Grantee, at its sole election and in its sole discretionelection, shall either (i) reduce the number of shares of Company Issuer Common Stock Shares subject to the this Option, (ii) deliver pay cash to the Company for cancellation Option Shares previously purchased by ParentIssuer, (iii) pay cash to the Company waive rights under this Agreement or (iv) take any combination of the foregoing actionsthereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptlyactions. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of shares of Company Issuer Common Stock Shares as would, as of the date of exercise, result in a Notional Total Option Profit (as defined belowhereinafter defined) that which would exceed in the aggregate the Profit Limit and, if the Notional Total Option Profit it otherwise would exceed such amount, Parentthe Grantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise either (i) reduce the number of shares of Company Issuer Common Stock Shares subject to such exercise, (ii) deliver pay cash to the Company for cancellation Option Shares previously purchased by ParentIssuer, (iii) pay cash to the Company waive rights under this Agreement or (iv) take any combination of the foregoing actionsthereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions, PROVIDED provided that this paragraph (b) shall not be construed as to restrict any exercise of the Option in whole that is not prohibited hereby on any subsequent date. (c) As used herein, the term "Total Option Profit" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Parent Grantee pursuant to the cash exercise right set forth in Section 2(c) Cash-Out Right and (ii)(x) the net consideration, if any, received by Parent Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Purchase Exercise Price of such Option Shares and any cash paid by Parent Grantee to the Company Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii), as the case may be.

Profit Limitations. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined below) exceed in the aggregate $1,800,000 minus any Termination Amount actually received by Parent pursuant to the terms of the Merger Agreement (such net amount, the "Profit Limit") and, if any payment to be made to Parent hereunder or as part of the Termination Amount otherwise would cause the Profit Limit to be exceeded, Parent, at its sole election and in its sole discretion, shall (i) reduce the number of shares of Company Common Stock subject to the Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) pay cash to the Company or (iv) take any combination of the foregoing actions, so that the Total Option Profit shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parent. For the avoidance of doubt, Parent shall not receive any amounts under the terms of this Agreement or as a Termination Amount which aggregate to more than the Profit Limit and shall cause any excess above the Profit Limit to be repaid to the Company promptly. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Company Issuer Common Stock as (including any exercise of the Cash-Out Right pursuant to Section 6(c)) that would, as of the date of exerciseapplicable Notice Date, result in a the Notional Total Option Profit (as defined belowhereinafter defined) that would exceed in the aggregate $14,000,000 (the "Profit Limit Limit") and, if the Notional Total Option Profit it otherwise would exceed such amount, ParentGrantee, at its sole election and in its sole discretionelection, shall on or prior to the date of exercise applicable Option Closing Date (i) reduce the number of shares of Company Issuer Common Stock subject to such exercise, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) pay cash to the Company or Issuer, (iv) take reduce the size of any Cash-Out Closing Payment, (v) revoke in whole or in part any exercise of the Option or (vi) any combination of the foregoing actionsthereof, so that the Notional Total Option Profit as of the Notice Date shall not exceed the Profit Limit after taking into account all the foregoing actions taken by Parentactions. If, PROVIDED that on any Notice Date, the Option cannot be exercised in full because of this paragraph Section 7(a), then (bnotwithstanding anything in this Agreement to the contrary) the Option may be exercised in part on such Notice Date and from time to time in part on later dates (subject, in the case of any subsequent exercise, to the proviso to the first sentence of Section 2(a) and to this Section 7(a)). This Section 7(a) shall not be construed as to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (cb) As used herein, the term "Notional Total Option Profit" as of any Notice Date (including any Notice Date arising out of the exercise of the Cash-Out Right pursuant to Section 6(c)) shall mean be the aggregate amount (before taxes) of the following: (i) any amount received by Parent pursuant to the cash exercise right set forth in Section 2(c) and Total Option Profit as of such Notice Date, (ii)(xii) the net considerationCash-Out Closing Payment, if any, received by Parent pursuant to due in connection with any exercise of the sale Cash-Out Right on such Notice Date and (iii) the product of (a) the number of Option Shares for which the Option is being exercised on such Notice Date (or other than any exercise pursuant to Section 6(c)) plus all other securities into which such Option Shares are converted or exchangedheld by Grantee and its affiliates as of such date and (b) to any unaffiliated partythe excess, valuing any non-cash consideration at its fair market value (as defined below)if any, less (y) over the Purchase Price of such Option Shares and any cash paid by Parent to the Company pursuant to Section 7(a)(iii) closing price for Issuer Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions or Section 7(b)(iiiunderwriting discounts), as the case may be.