Common use of Compensation During Consulting Period Clause in Contracts

Compensation During Consulting Period. Subject to Executive signing and letting become effective the Release within the period of time specified therein: (a) During the Consulting Period, the Company shall pay Executive an annualized amount of $500,000 per year, payable in monthly installments for the number of months the Consulting Period remains in effect but in no event beyond December 31, 2012; provided that the first payment shall be made on the first business day following the date that is six months after the Retirement Date pursuant to Section 14(a) hereof. (b) The Company understands that Executive will no longer need office space as of the Retirement Date; however, the Company shall provide Executive with reasonable secretarial support from an employee of the Company during the Consulting Period. The Company intends that such support shall be provided by Executive’s current secretary for so long as she remains a Company employee. (c) Effective immediately prior to the Retirement Date, Executive shall be granted a unit with respect to 125,000 shares of the Company’s common stock (the “New Equity Grant”), with each unit representing the right to receive (i) one share of Company common stock and (ii) the Fair Market Value on the vesting date of one share of Company common stock. The New Equity Grant shall be evidenced by a separate award agreement and, except as set forth herein, shall be subject to the Company’s standard terms and conditions. If Executive successfully implements a succession and transition plan by May 2010, performs effective consulting services throughout the Consulting Period and complies in all material respects with this Agreement, in each case as determined by the Board, then the New Equity Grant will vest during the Consulting Period in the following installments: 4,167 units on the last day of each month, starting June 30, 2010 through May 31, 2012; 3,570 units on the last day of each month, starting June 30, 2012 and ending on November 30, 2012; and 3,572 Units on December 31, 2012; provided that vested shares and cash payments, as applicable, will be delivered only on December 31 (or, if such date is not a business day, the immediately preceding business day) of each year. Any unvested portion of the New Equity Grant will be forfeited prior to the end of the Consulting Period in the event of (i) a Change in Control, as defined below, in which the acquiror does not assume this Agreement, (ii) Executive’s death or Disability (as defined below) or (iii) termination by the Company of the Consulting Period pursuant to Section 5(e) hereof as a result of Executive’s material breach of this Agreement.