(D) | if the Date of Termination occurs prior to a Change in Control and Executive holds, immediately prior to his termination, unvested stock options granted as of June 17, 2016 and/or July 25, 2016 (“Options”) which forfeit upon such termination in accordance with their terms, a cash payment equal to (I) the excess, if any, of the “Fair Market Value” of the “Shares” on the Date of Termination over the “Exercise Price per Share,” multiplied by (II) the number of “Deemed Termination Eligible Options” (as defined in this paragraph). “Deemed Termination Eligible Options” means the sum of (in each case, rounded to the nearest whole number) (x) as to unvested Options which would have become or became “Eligible Options” on June 17, 2019, the product of (i) the number of such unvested Options as to which the “Applicable Value” (as defined in this paragraph) equals or exceeds the applicable “Measurement Standard,” multiplied by (ii) a fraction, not greater than one, the numerator of which is the number of “Worked Days” (as defined in this paragraph), and the denominator of which is the number of days from June 17, 2016 through June 17, 2019 (1,096 days), plus (y) as to unvested Options which would have become or became “Eligible Options” on June 17, 2020, the product of (i) the number of such unvested Options as to which the “Applicable Value” equals or exceeds the applicable “Measurement Standard,” multiplied by (ii) a fraction, not greater than one, the numerator of which is the number of Worked Days, and the denominator of which is the number of days from June 17, 2016 through June 17, 2020 (1,462 days), plus (z) as to unvested Options which would have become or became “Eligible Options” on June 17, 2021, the product of (i) the number of such unvested Options as to which the “Applicable Value” equals or exceeds the applicable “Measurement Standard,” multiplied by (ii) a fraction, not greater than one, the numerator of which is the number of Worked Days, and the denominator of which is the number of days from June 17, 2016 through June 17, 2021 (1,827 days). “Applicable Value” means the average of the per-share closing price of a “Share” as reported on the principal exchange on which the “Shares” are listed for trading for the sixty (60) consecutive trading days preceding the Date of Termination. “Worked Days” means the number of days from June 17, 2016 through the Date of Termination. Each quoted term in this paragraph (D) and not otherwise defined has the meaning set forth in the Performance-Vesting Nonqualified Stock Option Agreements between the Company and Executive dated as of June 17, 2016 |