The Company has determined the aggregate impact of the differential tax rates on the holders of Capital Stock pursuant to the schedule attached as Annex IV. The Additional Cash Payment is intended to compensate holders of Capital Stock for additional Transaction Expenses and for the additional federal and state taxes payable by them for the sale of their Capital Stock in 2013 rather than 2012, including a gross up for the impact of the Additional Cash Payment itself. The Exchange Agent shall promptly distribute the Additional Cash Payment in accordance with the Exchange Agent Agreement. No interest shall be included in the calculation of such additional cash payment.Īdditional Cash Payment. On or before MaBuyer shall pay, or cause to be paid, to Exchange Agent by wire transfer in immediately available funds an amount up to $1,000,000 (the “Additional Cash Payment”) provided, however, in the event certain holders of Capital Stock are subject to estimated tax payments in advance of March 1, 2014, Buyer shall pay, or cause to be paid, to Exchange Agent by wire transfer in immediately available funds a portion of the Additional Cash Payment ( not to exceed $200,000) by December 31, 2013. Such amounts shall be paid in a single lump- sum as soon as practicable following such Vesting/Payment Date or accelerated vesting date described in paragraph 4, but in no event later than the last day of the calendar year in which the Vesting/Payment Date or accelerated vesting date occurs, or, if later, the 15th day of the third month following the end of the month in which such Vesting/Payment Date or accelerated payment date occurs. Additional Cash Payment. On the Vesting/Payment Date on which Restricted Equivalents vest, the Company shall pay the Recipient or his or her beneficiary an amount equal to the amount of cash dividends, if any, that would have been paid to the Recipient between the Date of Grant and such Vesting/Payment Date had vested shares of Common Stock been issued to the recipient in lieu of the Restricted Equivalents that so vested as well as any cash dividends for which the record date has passed but the payment date has not yet occurred.
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