Payment in respect of seventy-five percent (75%) of the RSUs that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, and payment in respect of twenty-five percent (25%) of the RSUs that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in cash; provided, however , that the Administrator may, in its discretion, instead provide for the payment of up to fifty-five percent (55%) of the RSUs that vest in accordance herewith to the Participant (or in the event of the Participant’s death, to his or her estate) in cash, and the remaining portion of such RSUs in whole Shares. Payments made in Shares shall be made by the Company in the form of whole shares of Common Stock, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately prior to such distribution. With respect to the cash-settled RSUs, the amount payable in cash for each such vested RSU shall be equal to the Fair Market Value of a Share as of the date immediately prior to such payment. The Company shall make all such payments within sixty (60) days after such vesting date, provided that, in the event of vesting upon a Change in Control under Section 5(b) above, such payment shall be made or deemed made immediately preceding and effective upon the occurrence of such Change in Control.