COMPENSATION AND DUTIES. a. Until the CEO Date, Executive's Base Salary and Performance Bonus under the Employment Agreement shall remain in effect in accordance with the terms of the Employment Agreement. In the event that Executive ceases to be Chief Executive Officer of the Company, Executive shall receive, for the fiscal year in which he ceases to be Chief Executive Officer, a pro rata portion of the Performance Bonus to which Executive would otherwise have been entitled for the full fiscal year, determined and paid in the manner set forth in the last sentence of Section 6(b) of the Employment Agreement using the last date for which Executive receives his Base Salary as Chief Executive Officer as the date for proration. The compensation provided for in this paragraph shall be paid in all events. b. From the CEO Date until the COB date, Executive shall continue to be an employee of the Company and his compensation shall be fixed at an annual rate of $185,500. Executive may resign as Chairman or be relieved of his duties as Chairman by the Board at any time, but his compensation shall continue as provided until the COB Date. Any bonuses to Executive for services to the Company between the CEO Date and the COB Date will be wholly within the discretion of the Board of Directors. The compensation provided for in this paragraph shall be paid in all events. c. From the COB Date for the remaining term of this Agreement, Executive shall be paid at the annual minimum wage rate required by applicable California or federal regulations (presently $13,800 per annum) and his obligated services to the Company shall be limited to telephone conferences as mutually agreed upon. Any bonuses to Executive for services to the Company after the COB Date will be wholly within the discretion of the Board of Directors. d. Health and all other benefits shall continue for the duration of the term as provided in the Employment Agreement. e. If Executive should die before the payments provided for under paragraphs 3(a) and 3(b) above have been made in full, Company shall pay the amounts unpaid thereunder to his named beneficiary, and, if none, to his estate in a lump sum other than any unpaid Performance Bonus which shall be paid in the manner set forth in the last sentence of Section 6(b) of the Employment Agreement.
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COMPENSATION AND DUTIES. a. Until The provisions of this Section 2 shall supercede in their entirety the CEO Date, Executive's Base Salary and Performance Bonus under the Employment Agreement shall remain in effect in accordance with the terms provisions of Section 3 of the Employment Agreement. In First Amendment.
a. Effective as of the event that date of this Second Amendment, Executive ceases to be has resigned his positions as Chairman of the Board and Chief Executive Officer of the Company, but remains an employee and director of the Company, with the title of Chairman Emeritus. Executive shall receive, for the fiscal year in which he ceases to be Chief Executive Officerending January 30, 1999, a pro rata portion of the Performance Bonus to which Executive would otherwise have been entitled for the full fiscal year, determined and paid in the manner set forth in the last sentence of Section 6(b(S)6(b) of the Employment Agreement using the last date for which Executive receives his Base Salary as Chief Executive Officer Officer, February 12, 1998, as the date for proration. The compensation provided for in this paragraph shall be paid in all events.
b. From Effective as of the CEO Date until date of this Second Amendment, Executive shall, in addition to serving as Chairman Emeritus of the COB dateBoard of Directors of the Company, provide consulting services to the Company as reasonably requested by the Chief Executive Officer and as agreed upon by the Board of Directors. In return for such services, Executive shall continue to be an employee of the Company and his compensation shall be fixed compensated at an annual rate of $185,500, payable in accordance with the Company's normal payroll practices for executive officers. Executive shall receive no separate compensation for services as a director. Any bonuses to Executive for services to the Company performed after the date of this Agreement shall be wholly within the discretion of the Board of Directors. Executive may resign as Chairman Emeritus or be relieved of his duties as Chairman Emeritus by the Board at any time, but his compensation shall continue as thereafter at the rate provided until the COB Date. Any bonuses to Executive for services to the Company between the CEO Date and the COB Date will be wholly within the discretion of the Board of Directors. The compensation provided for in this paragraph shall until the later of (i) August 12, 1998 (which is six months from the date Executive ceased to be paid in all eventsChief Executive Officer of the Company) or (ii) the date on which Executive ceases to be Chairman Emeritus, the applicable date being defined herein as the "CE Date".
c. From the COB CE Date for the remaining term of this Agreement, Executive shall be paid at the annual minimum wage rate required by applicable California or federal regulations (presently $13,800 per annum) and his obligated services to the Company shall be limited to telephone conferences as mutually agreed upon. Any bonuses to Executive for services to the Company after the COB CE Date will be wholly within the discretion of the Board of Directors.
d. Health and all other benefits shall continue for the duration of the term as provided in the Employment Agreement, subject to the remainder of this paragraph. Executive's relocation expenses for a single move of his principal residence out of the State of California will be paid in accordance with the Cost Plus Director Relocation Policy. Executive will be eligible for up to 12 weeks of unpaid medical leave, during which time he may use accrued sick leave and vacation, or receive long-term disability benefits.
e. If Executive should die before the payments provided for under paragraphs 3(a) 2.a and 3(b) 2.b above have been made in full, Company shall pay the amounts unpaid thereunder to his named beneficiary, and, if none, to his estate in a lump sum other than any unpaid Performance Bonus which shall be paid in the manner set forth in the last sentence of Section 6(b(S)6(b) of the Employment Agreement.
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