Common use of Stock Based Compensation Plans Clause in Contracts

Stock Based Compensation Plans. (i) Upon a Change in Control (as defined for the limited purpose of this Section 4(f)(i) by substituting "15%" for "25%" in Sections 1(b)(i) and 1(b)(iii)(B)), whether or not the Executive's employment terminates, any issued and outstanding Equity Awards (hereinafter defined) granted prior to November 13, 2000, either (a) will immediately vest and become exercisable in accordance with the Company's 1996 Long Term Incentive Plan, Amended and Restated 1996 Long Term Incentive Plan, or any successor plans (collectively the "LTIP") (and for purposes hereof, any interpretation or rulings under the LTIP shall equally apply to this Agreement) or (b) at the Company's sole and absolute discretion, any or all of such Equity Awards shall be immediately cashed out (i.e., settled in cash) by the Company by paying the Executive in cash the aggregate difference (if any, including a deemed distribution of $0) between the Change in Control Price (as defined in section 11.(d) of the Company's 1996 Long-Term Incentive Plan or section 12.(d) of the Company's Amended and Restated 1996 Long-Term Incentive Plan, as applicable) of the Company's stock and the exercise price of the Stock Options (or Base Amount of Stock Appreciation Rights, or other awards involving an exercise price or spread amount) (such difference hereinafter referred to as the "Spread Amount"), multiplied by the number of such Stock Options (or Stock Appreciation Rights, or other awards involving an exercise price or spread amount), net of any required withholding, and the Executive will transfer all such Stock Options (or Stock Appreciation Rights, or other awards involving an exercise price or spread amount) to the Company in exchange for such payment by the Company. Alternatively, if it would yield a greater payment, in lieu of paying the Spread Amount, the Company, in its sole and absolute discretion, may cash out (i.e., settle in cash) such Stock Options or Stock Appreciation Rights (or other awards involving an exercise price or spread amount) based on either the "fair value" of the Stock Option, Stock Appreciation Right or other awards involving an exercise price or spread amount under Generally Accepted Accounting Principles (as determined through the Black- Scholes, binomial, or any other option pricing model permissible under FAS 123 or a successor standard), or any other amount between the Spread Amount and fair value.

Stock Based Compensation Plans. (i) Upon a Change in Control (as defined for the limited purpose of this Section 4(f)(i) by substituting "15%" for "25%" in Sections 1(b)(i) and 1(b)(iii)(B)), whether or not the Executive's employment terminates, any issued and outstanding Equity Awards (hereinafter defined) granted prior to November 13, 2000, either (a) will immediately vest and become exercisable in accordance with the Company's 1996 Long Term Incentive Plan, Amended and Restated 1996 Long Term Incentive Plan, or any successor plans (collectively the "LTIP") (and for purposes hereof, any interpretation or rulings under the LTIP shall equally apply to this Agreement) or (b) at the Company's sole and absolute discretion, but subject Section 4.(f)(iv) below, any or all of such Equity Awards shall be immediately cashed out (i.e., settled in cash) by the Company by paying the Executive in cash the aggregate difference (if any, including a deemed distribution of $0) between the Change in Control Price (as defined in section 11.(d) of the Company's 1996 Long-Term Incentive Plan or section 12.(d) of the Company's Amended and Restated 1996 Long-Term Incentive Plan, as applicable) of the Company's stock and the exercise price of the Stock Options (or Base Amount of Stock Appreciation Rights, or other awards involving an exercise price or spread amount) (such difference hereinafter referred to as the "Spread Amount"), multiplied by the number of such Stock Options (or Stock Appreciation Rights, or other awards involving an exercise price or spread amount), net of any required withholding, and the Executive will transfer all such Stock Options (or Stock Appreciation Rights, or other awards involving an exercise price or spread amount) to the Company in exchange for such payment by the Company. Alternatively, if it would yield a greater payment, in lieu of paying the Spread Amount, the Company, in its sole and absolute discretion, may cash out (i.e., settle in cash) such Stock Options or Stock Appreciation Rights (or other awards involving an exercise price or spread amount) based on either the "fair value" of the Stock Option, Stock Appreciation Right or other awards involving an exercise price or spread amount under Generally Accepted Accounting Principles (as determined through the Black- Black-Scholes, binomial, or any other option pricing model permissible under FAS 123 or a successor standard), or any other amount between the Spread Amount and fair value.