Shortfall Payment

Shortfall Payment. Means an amount equal to the product of (A) the Minimum Distribution less the Actual Distribution, times (B) the number of Subordinated Units held of record by a particular Unit Holder.

Shortfall Payment. Cash and/or Company Stock having a combined Market Value as of the Vesting Date equal to the product of (i) 2,209,414 (as the same may be adjusted for any stock dividend, split, combination or reclassification of any shares of Company Stock), and (ii) the difference between (x) $12.00, and (y) the highest Market Value attained by of the Company Stock between the date hereof and the Vesting Date.