Adjusted Transaction Price

Adjusted Transaction Price. The sum of (i) the transaction price per share of Common Stock in a Change of Control transaction or if such transaction price is not readily discernable due to the nature of the Change of Control, the Fair Market Value of a share of Common Stock on the day of the Change of Control, in each case as determined by the Committee and (ii) the sum of all dividends paid per share of Common Stock from the Grant Date until the occurrence of the Change of Control.