Common use of Other Alternatives Clause in Contracts

Other Alternatives. In the event of a Change in Control, if the SARs are not assumed by, or replaced with grants that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may take any of the following actions with respect to the SARs, without the consent of the Participant: (i) the Committee may require that the Participant surrender the SARs in exchange for a payment by the Company, in an amount in cash equal to the amount, if any, by which the then Fair Market Value of the Shares subject to any then unexercised SARs exceeds the Base Amount, but in no event will the amount exceed the excess of the Cap over the Base Amount, multiplied by the number of surrendered SARs, and (ii) after giving Participants an opportunity to exercise all of the then unexercised SARs, the Committee may terminate any or all unexercised SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Committee may specify. Without limiting the foregoing, if the per-Share Fair Market Value of the Common Stock in connection with the Change in Control does not exceed the Base Amount, the Company shall not be required to make any payment to the Participant upon surrender of any of the SARs.