This excerpt taken from the SMG 8-K filed Feb 2, 2005.
Fair Market Value.
The value of one share of Stock on any relevant date, determined
under the following rules:
[1] If the Stock is
traded on an exchange, the reported closing price on
the relevant date, if it is a trading day, otherwise on the next
trading day;
[2] If the Stock is
traded over-the-counter with no reported closing price, the mean
between the lowest bid and the highest asked prices on that
quotation system on the relevant date if it is a trading day,
otherwise on the next trading day; or
[3] If neither of
the preceding apply, the fair market value as determined by the
Committee in good faith.