Common use of Total Profit Clause in Contracts

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount $50.0 million (the "Limitation Amount") equal to $27,500,000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) reduce the fee payable to Grantee pursuant to Section 9.5(a)(i) of the Merger Agreement, (v) pay cash to Issuer, or (vvi) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, which would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option SharesShares and (iv) the amount received by Grantee pursuant to Section 9.5(a)(i) of the Merger Agreement.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(cSection 7.3(b) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,00075,000,000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, however, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase or purchase of Option Shares pursuant to Section 5.15.1 or Section 5.3, as the case may be, less (y) Grantee's purchase price for such Option Shares Shares, and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,000, 47.5 million and, if the total amount ----------------- that would otherwise be received by Grantee it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (vd) any combination thereof, thereof so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, Profit shall not exceed the Limitation Amount $47.5 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of Option Shares shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amountof more than $47.5 million; provided, provided that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.18, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.18, less (y) the Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) the Grantee's purchase price of such Option Shares, (iv) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination Time Warner Termination Fee paid pursuant to Section 8.2(b) and any fees paid by the Issuer pursuant to Sections 7.2(cSection 8.2(d) of the Merger Agreement (such feesTime Warner Termination Fee and such fees paid pursuant to Section 8.2(d) of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to 2.75% of the product of (x) the number of shares of Issuer Common Stock outstanding as of the date hereof (assuming the exercise of all outstanding options (other than the Option) and the conversion into Issuer Common Stock of all securities of the Issuer convertible into Issuer Common Stock) multiplied by (y) the Exchange Ratio multiplied by (z) the last sale price of the common stock, par value $27,500,0000.01 per share, of Grantee on the NYSE on January 7, 2000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's Issues repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c7.2(b) and 7.2(d) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed ----------------- in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,000, and, ----------------- if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c7.2(b) and 7.2(d) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the ----------------- aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,000, and, if the ----------------- total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict any -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the aggregate ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination Time Warner Termination Fee paid pursuant to Section 8.2(b) of the Merger Agreement and any fees paid by the Issuer pursuant to Sections 7.2(cSection 8.2(d) of the Merger Agreement (such feesTime Warner Termination Fee and such fees paid pursuant to Section 8.2(d) of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to 2.75% of the product of (x) the number of shares of Issuer Common Stock outstanding as of the date hereof (assuming the exercise of all outstanding options (other than the Option) and the conversion into Issuer Common Stock of all securities of the Issuer convertible into Issuer Common Stock) multiplied by (y) the Exchange Ratio multiplied by (z) the last sale price of the common stock, par value $27,500,0000.01 per share, of Grantee on the NYSE on January 7, 2000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees Termination Fee paid by the Issuer pursuant to Sections 7.2(cSection 11.2(b) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount $114 million (the "Limitation Amount") equal to $27,500,000), and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amountthe Limitation Amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase PriceConsideration, (iv) pay cash to Issuer, or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so Termination Fee actually paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees Termination Fee theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.18, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.18, less 12 (y) Grantee's purchase price Purchase Price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price Purchase Price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's ’s Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount $2,800,000 (the "Limitation Amount"“Maximum Profit”) equal to $27,500,000, and, if the total amount ----------------- that would otherwise be received by Grantee it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by GranteeGrantee valued at fair market value at the time of delivery, (iii) pay cash to Issuer, (iv) increase or otherwise adjust the Purchase Price or any portion thereof, (v) reduce the amount of the Option Section 8 Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to IssuerConsideration, or (vvi) any combination thereof, thereof so that Grantee's ’s actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, Profit shall not exceed the Limitation Amount Maximum Profit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) whichof more than the Maximum Profit and, together with if exercise of the Option would otherwise result in Notional Total Issuer Fees theretofore paid to GranteeProfit in excess of such amount, would Grantee in its discretion may take any of the actions specified in Section 12(a) so that the Notional Total Profit shall not exceed the Limitation AmountMaximum Profit; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "“Total Profit" ” shall mean the ------------ aggregate amount (before taxes, and reduced by the aggregate value of Option Shares and cash previously delivered to Issuer pursuant to (a)(ii) or (iii) above) of the following: (i) the amount received by Grantee pursuant to Issuer's ’s repurchase of the Option (or any portion thereof) pursuant to Section 5.18, (ii) (x) the amount received by Grantee pursuant to Issuer's ’s repurchase of Option Shares pursuant to Section 5.18, less (y) the Grantee's ’s purchase price for such Option Shares and Shares, (iii) (x) the net (after reduction for applicable commissions, fees and discounts) cash amounts or the and fair market value of any property received by Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) the Grantee's ’s purchase price of for such Option Shares, (iv) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination America Online Termination Fee paid pursuant to Section 8.2(c) of the Merger Agreement and any fees paid by the Issuer pursuant to Sections 7.2(cSection 8.2(d) of the Merger Agreement (such feesAmerica Online Termination Fee and such fees paid pursuant to Section 8.2(d) of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,0002.75% of the product of (x) the number of shares of Issuer Common Stock outstanding as of the date hereof (assuming the exercise of all outstanding options (other than the Option) and the conversion into Issuer Common Stock of all securities of the Issuer convertible into Issuer Common Stock) multiplied by (y) the last sale price of Issuer Common Stock on the NYSE on January 7, 2000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees Termination Fee paid by the Issuer pursuant to Sections 7.2(cSection 11.2(b) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount $114 million (the "Limitation AmountLIMITATION AMOUNT") equal to $27,500,000), and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amountthe Limitation Amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase PriceConsideration, (iv) pay cash to Issuer, or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so Termination Fee actually paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees Termination Fee theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total ProfitTOTAL PROFIT" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.18, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.18, less (y) Grantee's purchase price for such Option Shares and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.less

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(c) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount $8,717,904 (the "Limitation AmountMaximum Profit") equal to $27,500,000, and, if the total amount ----------------- that would otherwise be received by Grantee it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by GranteeGrantee valued at fair market value at the time of delivery, (iii) pay cash to Issuer, (iv) increase or otherwise adjust the Purchase Price or any portion thereof, (v) reduce the amount of the Option Section 8 Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to IssuerConsideration, or (vvi) any combination thereof, thereof so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, Profit shall not exceed the Limitation Amount Maximum Profit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of Option Shares shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) whichof more than the Maximum Profit and, together with if exercise of the Option would otherwise result in Notional Total Issuer Fees theretofore paid to GranteeProfit in excess of such amount, would Grantee in its discretion may take any of the actions specified in Section 12(a) so that the Notional Total Profit shall not exceed the Limitation AmountMaximum Profit; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes, and reduced by the aggregate value of Option Shares and cash previously delivered to Issuer pursuant to (a)(ii) or (iii) above) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.18, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.18, less (y) the Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net (after reduction for applicable commissions, fees and discounts) cash amounts or the and fair market value of any property received by Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) the Grantee's purchase price of for such Option Shares, (iv) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination America Online Termination Fee paid pursuant to Section 8.2(c) and any fees paid by the Issuer pursuant to Sections 7.2(cSection 8.2(d) of the Merger Agreement (such feesAmerica Online Termination Fee and such fees paid pursuant to Section 8.2(d)of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,0002.75% of the product of (x) the number of shares of Issuer Common Stock outstanding as of the date hereof (assuming the exercise of all outstanding options (other than the Option) and the conversion into Issuer Common Stock of all securities of the Issuer convertible into Issuer Common Stock) multiplied by (y) the last sale price of Issuer Common Stock on the NYSE on January 7, 2000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and Shares, (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) plus exceed the Total Profit Amount (as defined in Section 19 below) less the amount of any termination fees fee paid by the Issuer pursuant to Sections 7.2(c) the applicable provision of Section 8.3 of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,000, and, if the total amount ----------------- that would otherwise be received by Grantee it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (viv) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, Profit shall not exceed the Limitation Amount such amount after taking into account the foregoing actions. The Grantee's obligation pursuant to this Section 11 shall exist whether the Option is exercised before or after any fee is paid pursuant to Section 8.3 of the Merger Agreement. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of Option Shares shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with of more than the Total Issuer Fees theretofore Profit Amount less the amount of any fee paid pursuant to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence shall restrict -------- any exercise applicable provision of Section 8.3 of the Option permitted hereby on any subsequent dateMerger Agreement. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for such Option Shares and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) the Grantee's purchase price of such Option Shares, (ii) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, and (iii) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by the Issuer pursuant to Sections 7.2(cSection 7.3(b) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an ----------------- amount (the "Limitation Amount") equal to $27,500,00075,000,000, and, if the total amount ----------------- that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore paid to Grantee, would exceed the Limitation Amount; provided, however, that nothing in this sentence shall restrict -------- any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase or purchase of Option Shares pursuant to Section 5.15.1 or Section 5.3, as the case may be, less (y) Grantee's purchase price for such Option Shares Shares, and (iii) (x) the net cash amounts or the fair market value of any property received by Grantee pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.other