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This excerpt taken from the GWW 10-Q filed Aug 2, 2006. Amount of Payment. The amount of value payable to an Outside Director on account of a Stock Unit as of the date of any payment determined in accordance with Section 8.5 shall equal the Fair Market Value of a Share as of such date; provided, however, that if the event that gave rise to such the payment is the occurrence of a Change in Control, such amount of value shall equal the greater of (i) the Fair Market Value of a Share as of the date of the Change in Control or (ii) the average Fair Market Value of a Share calculated over the last 10 trading days on which the Shares were traded
on the New York Stock Exchange (or other stock exchange or national market system on which the Shares are then listed for trading) ended on the date of the Change in Control.
8.5. |
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