Common use of Duration and Exercise of Warrant Clause in Contracts

Duration and Exercise of Warrant. (a) This Warrant may be exercised as to 100% of the underlying shares at any time following the date of receipt by the Compensation Committee of the Board of Directors of the Corporation's audited financial statements showing the Corporation's actual earnings per share for the year ended December 31, 2000 ("fiscal 2000"), provided that such earnings are not less than $1.93 per share. The Company shall use its best efforts to deliver to the Compensation Committee the audited financial statements showing the Corporation's actual fiscal 2000 earnings per share by March 5, 2001. If the Corporation's actual 2000 fiscal earnings is less than $1.93 per share, then this Warrant shall be exercisable as to 100% of the underlying shares at any time following the date of receipt by the Compensation Committee of the Board of Directors of the Corporation's audited statements showing the Corporation's actual earnings per share for the year ended December 31, 2001 ("fiscal 2001"), provided that such earnings are not less than $2.39 per share. The Company shall use its best efforts to deliver to the Compensation Committee the audited financial statements showing the Corporation's the actual fiscal 2001 earnings by March 5, 2002. However, in any case, this Warrant shall vest as to 100% of the underlying shares on March 5, 2008. The date this Warrant is first exercisable is hereinafter referred to as the "Exercise Date". The Company shall give prompt notice to the Warrantholder of the Exercise Date in accordance with Section 7.6. This Warrant expires at 5:00 P.M., New York City time on May 19, 2009 (the "Expiration Date"). In addition, in the event of a Change in Control of the Company, the right to exercise 100% of the underlying shares shall immediately vest. A "Change in Control" shall be deemed to have occurred if:

Duration and Exercise of Warrant. (a) This Warrant may be exercised as to 100% of the underlying shares at any time following the date of receipt by the Compensation Committee of the Board of Directors of the CorporationCompany's audited financial statements showing the Corporation's actual earnings per share for the year ended December 31, 2000 ("fiscal 2000"), provided that such earnings are not less than $1.93 per share. The Company shall use its best efforts to deliver to the Compensation Committee the audited financial statements showing the Corporation's actual fiscal 2000 earnings per share by March 5, 2001. If the Corporation's actual 2000 fiscal earnings is less than $1.93 per share, then this Warrant shall be exercisable as to 100% of the underlying shares at any time following the date of receipt by the Compensation Committee of the Board of Directors of the Corporation's audited statements showing the CorporationCompany's actual earnings per share for the year ended December 31, 2001 ("fiscal 2001"), provided that such earnings are not less than $2.39 2.28 per share (subject to Section 1.1(d)). Subject to Section 1.1(d), in the event the Company's actual fiscal 2001 earnings are less than $2.28 per share. , but at least $2.23 per share, then this Warrant shall be exercisable as to the percentage indicated across from the designated earnings per share target set forth below: Fiscal 2001 EPS Threshold % of Warrant Exercisable ------------------------- ------------------------ $2.23 50% $2.24 60% $2.25 70% $2.26 80% $2.27 90% The Company shall use its best efforts to deliver to the Compensation Committee the audited financial statements showing the CorporationCompany's the actual fiscal 2001 earnings per share by March 5, 2002. However, in any casecase (and subject to Section 1.2), this Warrant shall vest as to 100% of the underlying shares on March 5, 20082010. The date this Warrant is first exercisable as to a portion of the Warrant is hereinafter referred to as the "Exercise Date"" for such portion of the Warrant. The Company shall give prompt notice to the Warrantholder of the Exercise Date in accordance with Section 7.6. This Warrant expires at 5:00 P.M., New York City time on May 19January 24, 2009 2011 (the "Expiration Date"). In addition, in the event of a Change in Control of the Company, the right to exercise 100% of the underlying shares shall immediately vest. A "Change in Control" shall be deemed to have occurred if: