If, at any time on or before December 31, 2019, (i) the Company terminates the Executive’s employment for any reason other than for Cause (as defined below), (ii) Executive resigns for Good Reason (as defined below) or (iii) a Change of Control (as defined below) occurs (any one of the foregoing events, an “ Event ”), the Company shall pay or award to the Executive, within sixty days following the date of the Event, either cash, RSUs that vest on the grant date thereof, or a combination of both (at the  Company’s sole discretion), with an aggregate value on the payment or grant date equal to the difference between $3,000,000 and the aggregate value (calculated based on the closing market value of the shares on the vesting dates thereof) of all of the shares of the Company that vested prior to the date of the Event pursuant to RSUs awarded to the Executive.  For the avoidance of doubt, “terminates” for purposes of this subsection (e) refers to termination of Executive’s employment with the Company, and does not refer to Executive being offered a different position within the Company.