Common use of Sections 5 Clause in Contracts

Sections 5. (b) and 5.(c) are amended by deleting those sections in their entirety and substituting in the place thereof the following: (b) In the event that Actual EBT (as hereinafter defined) for the full fiscal year ending June 30, 1997 or the full fiscal year ending June 30, 1998, equals or exceeds the Target EBT (as hereinafter defined) for such fiscal year, then, as of the August 1 next following the last day of such fiscal year, you shall become entitled (subject to the calculation of Actual EBT for such fiscal year by the Board of Directors of the Company as provided in Section 5(d) below) to exercise the Option with respect to 25% of the Tranche B Option Shares (rounded to the nearest whole share) until the Option expires and terminates pursuant to Section 2 hereof. In the event that Actual FDEPS (as hereinafter defined) for any full fiscal year beginning with the fiscal year ending June 30, 1999, equals or exceeds the Target FDEPS (as hereinafter defined) for such fiscal year, then, as of the August 1 next following the last day of such fiscal year, you shall become entitled (subject to the calculation of Actual FDEPS for such fiscal year by the Board of Directors of the Company as provided in Section 5(d) below) to exercise the Option with respect to 25% of the Tranche B Option Shares (rounded to the nearest whole share) until the Option expires and terminates pursuant to Section 2 hereof. (c) In the event that (i) Actual FDEPS (as hereinafter defined) for any of the full fiscal years ending June 30, 1997, 1998 and 1999 (the "Shortfall Year") is less than the Target FDEPS for such year, and (ii) the sum of (x) Actual FDEPS for the Shortfall Year, plus (y) Actual FDEPS for the immediately succeeding fiscal year (the "Make-up Year") equals or exceeds the sum of the Target FDEPS for the Shortfall Year and the Make-up Year combined, then, as of the September 1 next following the last day of the Make-up Year, you shall become entitled (subject to the calculation of Actual FDEPS for the Make-up Year by the Board of Directors of the Company as provided in Section 5(d) hereof) to exercise the Option with respect to 25% of the Tranche B Option Shares (rounded to the nearest whole share) until the Option expires and terminates pursuant to Section 2 hereof. Your right to exercise the Option with respect to any Tranche B Option Shares pursuant to this Section 5(c) shall be in addition to your right to exercise the Option with respect to the Make-up Year as provided in Section 5(b) above.