Hypothetical Payment

Hypothetical Payment. Means an amount equal to what the Cash Payment would be if, in calculating the Cash Payment in accordance with Section 1(c), the Assumed Share Price is an amount equal to the product of (i) the GAAP book value of one Share (excluding the mark to market effect of FAS 133 and SFAS 115) as reported in the financial statements issued for the most recent fiscal quarter that ended prior to the Payment Date and (ii) 1.15.