Make-Up Payment. In the event that Executive’s separation pay under Section 4.4(a)(ii) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Executive equal to the difference between (x) two times Executive’s Base Compensation as of the Termination Date and (y) the amount payable to Executive under Section 4.4(a)(ii). Such lump sum payment shall be paid to Executive no later than sixty (60) days following the Termination Date, provided that Executive has satisfied the conditions described in Section 4.5. The Company and Executive intend the payment under this Section 4.4(a)(iii) to be a short-term deferral under Treas. Reg. § 1.409A-1(b)(4).
Make-Up Payment. Effective upon a Change in Control Termination under Section 1(e)(iii), the Company shall pay the Executive in a lump sum the amount equal to the sum of:
Make-Up Payment. Effective upon a Change in Control Termination under Section 1(e)(iii), the Company shall pay the Executive in a lump sum the amount equal to the sum of:
(x) the excess, if any, of (A) the product of (1) the number of additional shares of the Company’s Common Stock that either were subject to options, stock appreciation rights or other awards that would have become vested and exercisable and/or were restricted stock or restricted stock units as to which the restrictions would have lapsed, in each case solely as a result of Section 3(c)(i), and for which the Executive would have been entitled to receive consideration in the Change in Control (on the same basis as other holders of Common Stock), had the Executive remained employed on the date of the Change in Control and was deemed to have exercised all the stock options that would then have become exercisable under Section 3(c)(i)(A) times (2) the amount per share of the Company’s Common Stock (if any) received by the Company’s stockholders generally pursuant to the Change in Control (the “Shareholder Price”) over (B) the aggregate exercise price of all such additional stock options that the Executive would then have become able to exercise upon the Change in Control as a result of Section 3(c)(i)(A) (whereupon all such stock options, stock appreciation rights, and other awards shall terminate and shall no longer be exercisable); and
(y) the excess, if any, of (A) the product of (1) the number of shares of the Company’s Common Stock that the Executive (a) held on the date of termination of his employment or acquired upon exercise of stock options held on such date and (b) sold before the consummation of the Change in Control (the “Pre-Sold Shares”) times (2) the Shareholder Price over (B) the aggregate amount received by the Executive in the sale(s) of the Pre-Sold Shares. The Company shall pay this lump sum payment within forty-five (45) days following the Executive’s termination date.
Make-Up Payment. In the event that Employee’s separation pay under Section 4.3(b)(i) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Employee equal to the difference between (x) One Half (1/2) of Employee’s Base Compensation as of the Termination Date and (y) the amount payable to Employee under Section 4.3(b)(i). Such lump sum payment shall be paid to Employee no later than sixty (60) days following the Termination Date, provided that Employee has satisfied the conditions described in Section 4.5. The Company and Employee intend the payment under this Section 4.3(b)(ii) to be a short-term deferral under Treas. Reg. § 1.409A-1(b)(4).
Make-Up Payment. In the event that Executive’s separation pay under Section 9(a)(i) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Executive equal to the difference between (x) one-half times Executive’s Annual Compensation and (y) the amount paid to Executive under Section 9(a)(i). Such payment shall be paid to Executive in a lump sum on the first regular payroll date of the Company to occur following the date that is six months after the Termination Date, provided that Executive has satisfied the conditions set forth in Section 12.
Make-Up Payment. Effective upon a Change in Control Termination under Section 1(c)(iii), the Company shall pay the Executive in a lump sum the amount equal to the excess, if any, of (A) the product of (1) the number of additional shares of the Company’s Common Stock that either were subject to options, stock appreciation rights or other awards that became vested and exercisable and/or were restricted stock or restricted stock units as to which the restrictions lapsed, in each case solely as a result of Section 3(c)(i), and for which the Executive would have been entitled to receive consideration in the Change in Control (on the same basis as other holders of Common Stock) had the Executive remained employed on the date of the Change in Control and were deemed to have exercised all the stock options that would then have become exercisable under Section 3(c)(i)(A) times (2) the amount per share of the Company’s Common Stock (if any) received by the Company’s stockholders generally pursuant to the Change in Control over (B) the aggregate exercise price of all such additional stock options that the Executive would then have become able to exercise upon the Change in Control as a result of Section 3(c)(i)(A); whereupon all such stock options, stock appreciation rights, and other awards shall terminate and shall no longer be exercisable.
Make-Up Payment. The employee is not entitled to make-up payment unless: the employee provides the evidence; and if the employee provides the evidence—the amount payable to the employee is reduced by the total amount of jury service pay that has been paid, or is payable, to the employee, as disclosed in the evidence.
Make-Up Payment. Subject to Paragraph 2 above, if the net rent paid to Landlord by a successor tenant under a new lease for the Premises is less than sixteen thousand sixty dollars ($16,060) per month (the monthly rent now payable by Tenant to Landlord under the Lease), then Tenant agrees to pay to Landlord on the first day of each month following the termination of the Lease the difference between the amount of net rent payable under the new lease and the sum of $16,060; provided, however, the monthly payment by the Tenant hereunder shall not exceed three thousand nine hundred forty-four dollars ($3,944). Tenant shall continue to make such monthly payments to and including June 1, 2004 at which time the Tenant's obligations hereunder shall terminate, except for any unpaid and delinquent amount due hereunder. In order to determine the net rent payable to Landlord under a new lease, Landlord shall deliver to Tenant a copy of the executed new lease, provided Landlord may remove or black out any provisions thereunder which are not relevant to the determination of the net rent payable under the new lease.
Make-Up Payment. If Executive’s separation pay under Section 11(a)(i) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Executive equal to the difference between (x) the amount that equals the amount calculated under Section 11(a)(i) above prior to application of clause (A) or (B) thereof, minus (y) the amount to be paid to Executive under Section 11(a)(i) above as a result of the application of clause (A) or (B) thereof, less applicable withholdings. Such amount will paid to Executive in a lump sum on the first regular payroll date of the Company to occur following the date that is six (6) months after the Termination Date.
Make-Up Payment. Final make-up payments of any unpaid Installment Amount shall be made after determination of Fiscal Year 2008's EBIT provided that the total aggregate EBIT for the Fiscal Years during the Installment Period is greater than $****. In such event, a final make-up Installment Payment shall be paid to the Participating Selling Members, based upon the Individual Installment Percentages, in such amounts necessary to increase the total aggregate of all Installment Payments under this Agreement to $6,500,000.
