Within 30 days following the occurrence of the Participant’s Termination, TopCo will pay the Participant the Bonus Payment Value, if any, calculated as of the date of such Termination; provided that to the extent that any Subject Interests issued pursuant to a Class B Appreciation Award Agreement (the “ Appreciation Interests ”) are unvested as of the Participant’s Termination and remain outstanding and eligible to vest following the Participant’s Termination pursuant to the terms of such Class B Appreciation Award Agreement, then the additional Bonus Payment Value with respect to such unvested Appreciation Interests, if any, will be paid within 30 days of the vesting of such Appreciation Interests (as applicable, the “ Determination Date ”), with the additional Bonus Payment Value, if any, calculated as of the date of such Termination and based on the Appreciation Interests which vest on the Determination Date; provided , further, that if such unvested Appreciation Interests are forfeited, the additional Bonus Payment Value on the Determination Date shall be $0. Notwithstanding the foregoing, if the value of the Company in the Hypothetical Sale is less than $_________, then the Bonus Payment Value shall be $0.