Closing Date FMV

Closing Date FMV. Shall mean (i) in the event a Change in Control is effected by a cash purchase of Common Stock, the price per share paid by the acquirer; (ii) in the event a Change in Control is effected with consideration other than cash or involving the sale of Company assets, the per share value to the target shareholders of the transaction as determined by an investment banking firm selected by the Company; provided, however, that for purposes of calculating an Incentive Compensation Payment with respect... to a Payment Event for a Participant who is no longer an employee or member of the Board on the date of such Payment Event, Closing Date FMV shall be the lesser of (A) the amount determined in clauses (i) or (ii) above, or (B) the average closing market price of the Common Stock on the Nasdaq Stock Market for the ten trading days ending on the trading day prior to the date of departure of the withdrawn Participant. View More