Tier 1 Bonus Pool

Tier 1 Bonus Pool. Shall mean an amount not less than $2.1 million; provided, that the Tier 1 Bonus Pool shall increase by $150,000 for each whole dollar by which the per share fair market value of Common Stock as of the effective date of a Change in Control, exceeds $42 per share as determined by the Committee, up to a maximum of $52 per share (resulting in a maximum Tier 1 Bonus Pool for Tier 1 Participants of not more than $3.6 million).