Common use of Alternative to Payment Clause in Contracts

Alternative to Payment. As an alternative to payment in full by the Optionee for the number of shares in respect of which an Incentive Option is exercised, the Committee may provide alternative settlement methods as follows: (i) The Committee, in its discretion, may provide in the initial grant of any Incentive Option, that the Optionee may elect either of the alternative settlement methods set forth in subsection (ii) below. (ii) The alternative settlement methods are for the Optionee, upon exercise of the Incentive Option, to receive from the Company: (1) cash in an amount equal to the excess of the value of one share over the option price times the number of shares as to which the option is exercised; or (2) the number of whole shares having an aggregate value not greater than the cash amount calculated under Section 5.1(d)(ii)(1). For purposes of determining an alternative settlement, the value per share shall be the "fair market value" determined under the methods set forth in Section 5.1(f) hereof, applied as of the date of the exercise of the Incentive Option, or such other price as the Committee shall determine to be the fair market value of the Common Stock on the date of exercise. An election of any of the alternative settlement methods provided for under Section 5.1(d)(ii) shall be binding on the Optionee, when made. The Optionee may elect to what extent the alternative settlement method elected shall be paid in cash, in Common Stock, or partially in Common Stock, provided that the aggregate value of the payments shall not be greater than the cash amount calculated under Section 5.1(d)(ii)(1). No fractional shares of Common Stock shall be issued, and the Committee shall determine whether cash shall be paid in lieu of such fractional share interest or whether such fractional share interest shall be eliminated.