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Re: ams13sag post# 23094

Tuesday, 05/06/2003 10:32:02 AM

Tuesday, May 06, 2003 10:32:02 AM

Post# of 432707
From Page 24 of the original proxy statement of the 2000 Stock Award and Incentive Plan already approved by shareholders:

"The exercise price of an option and the grant price of an SAR is determined by the Committee, but generally may not be less than the fair market value of the shares on the date of grant, except the exercise price of a non-qualified option my be set at less than such fair market value if the Committee determines such price to be appropriate in light of extraordinary circumstances."

Would a buyout constitute an "extraordinary circumstance"?
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