Common use of Make-Up Payment Clause in Contracts

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. 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)(i3(a)(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)(A3(a)(i)(B) 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)(A3(a)(i)(B); whereupon all such stock options, stock appreciation rights, and other awards shall terminate and shall no longer be exercisable.

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)(i3(a)(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)(A3(a)(i)(B) 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)(A3(a)(i)(B); whereupon all such stock options, stock appreciation rights, and other awards shall terminate and shall no longer be exercisable. The Company shall pay this lump sum payment within thirty (30) days following the Executive’s termination date.

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. The Company shall pay this lump sum payment within thirty (30) days following the Executive’s termination date.