Level 1 Proceeds

Level 1 Proceeds. Means the aggregate Net Proceeds with respect to a Sale of the Company which would make distributions available to the Company's equity holders such that Sentinel would actually receive up to 50% of the aggregate amount Sentinel had invested in the Company as of such Sale of the Company (after taking into account that a portion of such Net Proceeds would be paid to Executive as described in Section 5(i) hereof).