Common use of Settlement in Cash Clause in Contracts

Settlement in Cash. If the Company chooses to settle some or all of the stock awards in cash, pursuant to subsection 2.D above, it may do so (1) in the case of stock options or SARs, by paying Employee either (i) the difference (if any, including a deemed distribution of $0) between the price being paid for the Company’s common stock in the Change in Control over the exercise or base price, as applicable, of the award (that difference, the “Spread Amount”), multiplied by the number of such stock options or SARs; or (ii) the “fair value” of those stock options or SARs under Generally Accepted Accounting Principles (as determined as of the settlement date through the Black-Scholes, binomial, or any other option pricing model permissible under FASB Accounting Standards Codification 718 or a successor standard), but only if that fair value would yield a greater payment to Employee than the Spread Amount. The Company shall pay the settlement amount, net of any required withholding, to Employee within sixty (60) days after the Change in Control (unless a later date is required by subsection 7.O hereof); or (2) in the case of stock awards other than stock options or SARs (such as restricted stock or restricted stock units), by paying Employee the price being paid for the Company’s common stock in the Change in Control multiplied by the number of such shares underlying the stock award. The Company shall pay the settlement amount, net of any required withholding, to Employee within sixty (60) days after the Change in Control (unless a later date is required by subsection 7.O hereof).

Settlement in Cash. If the Company chooses to settle some or all of the stock awards in cash, pursuant to subsection 2.D above, it may do so (1) in the case of stock options or SARs, by paying Employee either (i) the difference (if any, including a deemed distribution of $0) between the price being paid for the Company’s common stock in the Change in Control over the exercise or base price, as applicable, of the award (that difference, the “Spread Amount”), multiplied by the number of such stock options or SARs; or (ii) the “fair value” of those stock options or SARs under Generally Accepted Accounting Principles (as determined as of the settlement date through the Black-Scholes, binomial, or any other option pricing model permissible under FASB Accounting Standards Codification 718 or a successor standard), but only if that fair value would yield a greater payment to Employee than the Spread Amount. The Company shall pay the settlement amount, net of any required withholding, to Employee within sixty (60) days after the Change in Control (unless a later date is required by subsection 7.O 6.O hereof); or (2) in the case of stock awards other than stock options or SARs (such as restricted stock or restricted stock units), by paying Employee the price being paid for the Company’s common stock in the Change in Control multiplied by the number of such shares underlying the stock award. The Company shall pay the settlement amount, net of any required withholding, to Employee within sixty (60) days after the Change in Control (unless a later date is required by subsection 7.O 6.O hereof).