Tier 2 Bonus Pool

Tier 2 Bonus Pool. Shall mean an amount not less than $450,000; provided that the Tier 2 Bonus Pool shall increase in accordance with the figures set forth under Tier 2 of Exhibit "C" for each whole dollar increase in the fair market value of Common Stock as determined by the Committee as of the effective date of a Change in Control, to a maximum of $52 per share (resulting in a maximum Tier 2 Bonus Pool for Tier 2 Participants of not more than $2.3 million).