Common use of Payment Cap Clause in Contracts

Payment Cap. Notwithstanding anything to the contrary contained in this Agreement, in the event of a Change in Control, the Company’s maximum obligation (the “Cap”) under this Section 8 shall be as follows: (i) 3.25% of the Enterprise Value if the Enterprise Value is less than $750 million; (ii) 3.0% of the Enterprise Value if the Enterprise Value is $750 million or more but less than $1.2 billion; (iii) 2.5 % of the Enterprise Value if the Enterprise Value is $1.2 billion or more but less than $1.75 billion; (iv) 2.0% of the Enterprise Value if the Enterprise Value is $1.75 billion or more; provided that such Cap shall not apply to, or include any value attributable to, the stock options (including the acceleration provided for under Section 8(a)) or the New Restricted Stock. In the event that the aggregate amount of the Company’s payments (or payment obligations) pursuant to this Section 8 would be in excess of the Cap (which shall not apply to the equity as described above), then the Company shall pay to C▇▇▇▇▇, in accordance with the relevant provisions of Section 8, the amounts to which he is entitled under Section 8 up to the Cap and shall have no further liability or obligation for any other payments hereunder (other than the equity described above). In such an event, C▇▇▇▇▇ shall be deemed to have automatically waived his right to receive any payments in excess of the Cap (other than the equity described above). For the sake of clarity, however, any Gross-Up Payment attributable to any equity awards will be subject to the Cap.

Payment Cap. Notwithstanding anything to the contrary contained in this Agreement, in the event of a Change in Control, the Company’s maximum obligation (the “Cap”) under this Section 8 shall be as follows: (i) 3.25% of the Enterprise Value if the Enterprise Value is less than $750 million; (ii) 3.0% of the Enterprise Value if the Enterprise Value is $750 million or more but less than $1.2 billion; (iii) 2.5 % of the Enterprise Value if the Enterprise Value is $1.2 billion or more but less than $1.75 billion; (iv) 2.0% of the Enterprise Value if the Enterprise Value is $1.75 billion or more; provided that such Cap shall not apply to, or include any value attributable to, the stock options (including the acceleration provided for under Section 8(a)) or the New Restricted Stock. In the event that the aggregate amount of the Company’s payments (or payment obligations) pursuant to this Section 8 would be in excess of the Cap (which shall not apply to the equity as described above), then the Company shall pay to C▇▇▇▇▇Schein, in accordance with the relevant provisions of Section 8, the amounts to which he is entitled under Section 8 up to the Cap and shall have no further liability or obligation for any other payments hereunder (other than the equity described above). In such an event, C▇▇▇▇▇ Schein shall be deemed to have automatically waived his right to receive any payments in excess of the Cap (other than the equity described above). For the sake of clarity, however, any Gross-Up Payment attributable to any equity awards will be subject to the Cap.