Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee, cancel the Option and pay to the Optionee the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

Cash-out.Change in Control. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee,Participant, cancel the Option and pay to the OptioneeParticipant the value of the Option based upon the price per share of Common Stock received or to be received by other shareholdersstockholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

Cash-out.Upon the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the eventCommittee may also determine that, upon the occurrence of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advanceeach outstanding Option shall terminate within a specified number of days after notice to the Optionee, cancel the OptionOptionee thereunder, and payeach such Optionee shall receive, with respect to each share of Common Stock subject to such Option, an amount equal to the Optionee the valueexcess of the Option based uponFair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of Common Stock receivedsuch Option; such amount shall be payable in cash, in one or to be received by other shareholdersmore kinds of property (including the Companyproperty, if any, payable in the event. Notwithstanding the foregoing, if at the time oftransaction) or a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control,combination thereof, as the Committee may cancel the Option without the payment of consideration therefor.shall determine in its sole discretion.

Cash-out. In the event of a Change in Control or pending Change in Control, the Committee may,may in its discretion and upon at least ten (10) days’10 days' advance notice to the Optionee,affected persons, cancel the Optionany outstanding Awards and pay to the Optioneeholders thereof, in cash or stock, or any combination thereof, the value of the Optionsuch Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. NotwithstandingIn the foregoing, if atcase of any Option or SAR with an exercise price (or SAR Exercise Price in the timecase of a Change in Control the Exercise Price of the OptionSAR) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or SAR without the payment of consideration therefor.

Cash-out. In the event of a Change in Control,Control (other than a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act and the Committee may, in its discretion and upon at least ten (10) days’ advance noticehas not determined, prior to the Optionee, canceleffective date of the Option and payChange in Control, to treat the Change in Control pursuant to the Optioneeterms of this clause (c)), each outstanding Option shall be surrendered to the valueCompany by the holder thereof, and each such Option shall immediately be canceled by the Company, and the holder shall receive, within ten days of the Option based uponoccurrence of such Change in Control, a cash payment from the Company in an amount equal to the number of shares of Common Stock then subject to such Option, multiplied by the excess, if any, of the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place, over the purchase price per share of Common Stock received orsubject to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time ofoption, provided that upon a Change in Control specified in [Section 5(d)(iv)], such cash payment shall not be made unless the Exercise Price of the Option equalsliquidation or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.dissolution subsequently occurs.

Cash-out.Upon the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the eventCommittee may also determine that, upon the occurrence of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advanceeach outstanding Option shall terminate within a specified number of days after notice to the Optionee, cancel the OptionOptionee thereunder, and payeach such Optionee shall receive, with respect to each share of Company Stock subject to such Option, an amount equal to the Optionee the valueexcess of the Option based uponFair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of Common Stock receivedsuch Option; such amount shall be payable in cash, in one or to be received by other shareholdersmore kinds of property (including the Companyproperty, if any, payable in the event. Notwithstanding the foregoing, if at the time oftransaction) or a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control,combination thereof, as the Committee may cancel the Option without the payment of consideration therefor.shall determine in its sole discretion.

Cash-out. InNotwithstanding the foregoing, in the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee,may cancel the Optionall outstanding Stock Options and pay toYou in cash, Shares or a combination of cash and Shares, the Optioneedifference between the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the timethen Fair Market Value of a Change in ControlShare and the Exercise Price multiplied by the number of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.Options.