First Year Severance Payment

First Year Severance Payment. For purposes of this Agreement, "First Year Severance Payment" will mean an amount equal to $2,400,000 reduced by (1) the amount of the payments required pursuant to Section 8(a), and (2) an amount equal to the product of (i) the per share price paid to holders of Company common stock in the Change in Control multiplied by (ii) the number of Performance Units that have vested as of, and including on account of, the Change in Control.