Common use of Sale of Option Shares Clause in Contracts

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. Xxxxxx, shall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so thatOption Shares, except for sales pursuant to an underwritten, firm commitment public offeringsoffering under Section 10 or ll, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. Xxxxxx, shall not exceed in any three-three month period to a number of shares not exceeding the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Option Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale)) or substitute collateral provided as hereinafter provided. (b) In order to secure payment of the repayment to loans made by the Company of the Secured Amount (as defined in the to Harpo Amendment) pursuant to the Harpo AgreementAgreement (the "Loans"), you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or shares of Common Stock hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral")thereof, provided that, that unless and until the Company notifies you that the amount share of Harpo's Share of Revenues adjusted gross profits (as defined in determined pursuant to the Harpo AmendmentAgreement) which the Company reasonably projects at the time of such notice that will be payable to Harpo would be inadequate to fully secure the Secured Amount Loans (an "Additional Security Notice"; such notice ), and specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and or retain the proceeds thereof without restriction. The , provided that the Security Interest shall, in any event, shall be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding corresponding to such shares) that, as of the date of such Additional Security Notice, would, would upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an the Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for the deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company necessary to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option option Shares, the delivery to such third-third party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries intermediary that such Option Shares and the proceeds thereof are subject to the Securi- ty Security Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. XxxxxxXxxxx Xxxxxxx, shall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so thatOption Shares, except for sales pursuant to an underwritten, firm commitment public offeringsoffering under Section 10 or 11, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. Xxxxxx, shall not exceed in any three-three month period to a number of shares not exceeding the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Option Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale)) or substitute collateral provided as hereinafter provided. (b) In order to secure payment of the repayment to loans made by the Company of the Secured Amount (as defined in the to Harpo Amendment) pursuant to the Harpo AgreementAgreement (the Loans"), you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or shares of Common Stock hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral")thereof, provided that, that unless and until the Company notifies you that the amount share of Harpo's Share of Revenues adjusted gross profits (as defined in determined pursuant to the Harpo AmendmentAgreement) which the Company reasonably projects at the time of such notice that will be payable to Harpo would be inadequate to fully secure the Secured Amount Loans (an "Additional Security Notice"; such notice ), and specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and or retain the proceeds thereof without restriction. The , provided that the Security Interest shall, in any event, shall be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding corresponding to such shares) that, as of the date of such Additional Security Notice, would, would upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an the Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for the deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company necessary to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option option Shares, the delivery to such third-third party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries intermediary that such Option Shares and the proceeds thereof are subject to the Securi- ty Security Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx Jeffxxx X. Xxxxxx, shall xxall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Rogex Xxxx and/or xxx/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.an

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. XxxxxxOprax Xxxxxxx, shall xxall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Rogex Xxxx and/or xxx/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) . In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.an

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. XxxxxxXxxxx Xxxxxxx, shall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxx Xxxxxxx X. Xxxxxx (the "Security and Pledge AgreementAgree- ment"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries inter- mediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation confirma- tion and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Security Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions jurisdictions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx Jeffxxx X. Xxxxxx, shall xxall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Rogex Xxxx and/or xxx/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. XxxxxxJeffrey D. Jacobs, shall not exceed in any threeTimothy Bennett, Dianne Hudson and Douglas Pattisox xxxxx xxx xxxxxd xx xxx xxxxx-month period the greater of xxntx xxxxxx xxx greatxx xx (ix) one percent xxx xxrcent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided provided, however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo 1994 Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx Roger King and/or any other person who was an executive officer of the Company thx Xxxxxxx prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo 1994 Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo 1994 Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding corresponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx Jacobs & Company and Xxxxxxx X. Xxxxxx Jeffrey D. Jacobs (the "Security and Pledge AgreementAgrexxxxx"). You hereby agree to take such axxxx xx xxxx xxxx steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Security Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions jurisdictions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. Xxxxxx, shall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the Page 71 of 124 Pages execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.

Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. XxxxxxOprah Winfrey, shall not exceed in any threeTimothy Bennett, Dianne Hudson and Douglas Pattison sxxxx xxx xxxxed xx xxx xxxxx-month period the greater of xonxx xxxxxx xxx greaxxx xx (ix) one percent xxx xercent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided provided, however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo 1994 Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx Roger King and/or any other person who was an executive officer of the Company txx Xxxxxxx prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained contained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale). (b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo 1994 Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo 1994 Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the proceeds thereof without restriction. The Security Interest shall, in any event, be limited to such number of shares of Common Stock (and to the Option to the extent corre- sponding to such shares) that, as of the date of such Additional Security Notice, would, upon sale at a price per share equal to the closing price of the Common Stock on the New York Stock Exchange, generate Net Realizable Value equal to the projected amount of the Security Shortfall. The Net Realizable Value of an Option Share at any time shall be the fair market value of such share at such time less the sum of (i) the Option Price for such Option Share, and (ii) a provision for taxes equal to the difference between such fair market value and such Option Price (the "Option Gain") multiplied by the highest rate of federal and state income tax to which the Option Gain will be subject (with offset for deductibility of such state taxes). At any time that any Stock Option Collateral is subject to the Security Interest, you may obtain its release from the Security Interest by substituting alternate collateral, as more fully set forth in the Security and Pledge Agreement dated as of March 17, 1994 among you, the Company, Harpo, Xxxxxx & Company and Xxxxxxx X. Xxxxxx (the "Security and Pledge Agreement"). You hereby agree to take such steps as are reasonably requested by the Company to perfect the Security Interest, including the execution and filing of UCC-1 financing statements in such form as reasonably requested by the Company, the delivery to the Company of the certificates evidencing the Option Shares, the delivery to such third-party financial intermediaries as may from time to time be requested by the Company of written notice confirming the Security Interest and obtaining the written confirmation and agreement of any such financial intermediaries that such Option Shares and the proceeds thereof are subject to the Securi- ty Interest, and that such financial intermediaries shall hold the Option Shares and the proceeds thereof as agent for the Company, as pledgee, subject to such written confirmation and agreement. Upon the occurrence of an Event of Default (as such term is defined in the Security and Pledge Agreement), the Company shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in all relevant jurisdic- tions with respect to the Stock Option Collateral.thereof