Vested Ratio

Vested Ratio. As of a given date, the quotient of (a) the number of Vested Carried Shares as of such date, divided by (b) 785,535. For the purposes of determining the Vested Ratio, the number of Vested Carried Shares shall include all such shares, without duplication, (x) held on such date by Executive, Ian Pearlstein Trust, Ivanna Pearlstein Trust or any Permitted Transferee or (y) transferred on or prior to such date by Executive or a Permitted Transferee in a Public Sale or otherwise.