Common use of Guaranteed Payment Clause in Contracts

Guaranteed Payment. In the event of a Change of Control of the Company, the Company will pay to Executive a bonus payable in cash or Company Common Stock, as determined by the Board in its sole and absolute discretion, in an amount, if any, equal to $1,000,000 less the amount by which the "Fair Market Value" (as defined in the Option Plan) of the shares of the Company's Common Stock subject to the Options exceeds the aggregate exercise price of the shares of the Company's Common Stock subject to such Options, provided in no event shall the amount payable to Executive exceed $1,000,000. In the event Executive has exercised an Option but has not disposed of such exercised shares on the effective date of a Change of Control, such shares shall be considered to still be subject to the Option from which they were issued for purposes of determining the bonus amount. Additionally, in the event Executive has exercised an Option and sold or otherwise disposed of such exercised shares, the bonus amount shall be reduced by the greater of (i) the difference between the sale price received by Executive for such shares less the exercise price of such shares; provided, however, that if Executive gifts any exercised shares or otherwise disposes of such shares for consideration less than the Fair Market Value of such shares on the date of disposition, then the shares shall be deemed to have been disposed of for the Fair Market Value of such shares on the date of such disposition, or (ii) the difference between the Fair Market Value of such shares on the effective date of a Change of Control less the exercise price of such shares.