Common use of EMPLOYMENT AND SALARY Clause in Contracts

EMPLOYMENT AND SALARY. A. During the Employment Term, the Company shall employ the Executive and the Executive shall serve in the employ of the Company at a continuing salary of Two Hundred Seventy-Five Thousand Dollars ($275,000.00) per year, subject to increases as provided below (the "Annual Base Salary"), payable in accordance with the Company's payroll policies applicable to executives as established by the Company from time to time. The Board of Directors shall review and in its sole discretion may increase Executive's Annual Base Salary annually commencing for 2000. Once established at a specified increased rate, the Annual Base Salary shall not thereafter be reduced. B. During the Employment Term, the Executive shall also be entitled to be paid an incentive bonus in an amount, if any, as shall be determined by the Board of Directors (or the Compensation Committee thereof) in its sole discretion. The incentive bonus, if any, shall be paid prior to the close of business on April 15 of each year. Except for termination by reason of death or disability or termination WITHOUT CAUSE, the incentive bonus shall not be earned in whole or in part, until the close of business on December 31 of each year ("Bonus Entitlement Date") and shall be paid annually prior of the close of business on April 15 following the Bonus Entitlement Date. Termination for Cause pursuant to paragraph 2D or voluntary termination pursuant to paragraph 2E shall terminate the right of the Executive to receive any incentive bonus under this paragraph 3B that has not yet been earned; provided that any termination of employment after the incentive bonus has been earned, but prior to its payment, shall not terminate the Executive's right to receive such incentive bonus. C. The Executive shall receive such further benefits as may be accorded other executives under the established plans and programs of the Company to the extent the executive is eligible for participation therein based on the eligibility criteria applicable to other Executives, all as determined by the Company from time to time in its sole discretion. D. The Executive shall be entitled to receive reimbursement for, or seek payment directly by the Company of, all reasonable expenses incurred by the Executive in the performance of his duties under this Agreement. The Executive shall use his best efforts to obtain approval prior to incurring any expenses. Unreasonable expenses or expenses out of the ordinary course of business not approved in advance shall not be reimbursed by the Company. Neither shall the Company be obligated to reimburse expenses if reimbursement is not sought on a timely basis. E. Effective as of November 8, 1999, the Company shall pay the Executive a special compensation bonus of $1,800,000.00 (the "Special Compensation Bonus"). Of the Special Compensation Bonus, (i) the sum of $725,000.00, after deducting applicable withholdings, shall be applied against first, interest, then principal, outstanding under the Executive's Promissory Note dated October 1, 1999 payable to the order of the Company in the original principal amount of $1,800,000.00, of which $1,200,000.00 has been advanced (the "Advance Note"), and (ii) the balance of $1,075,000.00 shall be represented by the Company's unsecured promissory note dated November 8, 1999 payable to the Executive in the original principal amount of $1,075,000.00, bearing interest at the rate of 12% per annum and otherwise in form and substance mutually acceptable to the Company and the Executive (the "Company Note"). The Company Note will be payable in two installments. The first installment shall be in the amount of $600,000.00 and shall be due between March 16, 2000 and March 31, 2000, and the second installment shall be in the amount of $475,000.00 and shall be due between March 16, 2001 and March 31, 2001. Interest shall be payable concurrently with installments of principal. Executive acknowledges that the Company shall be authorized to deduct applicable withholdings from each such installment. The Company and Executive agree that Executive shall repay the full remaining balance of all principal and interest due under the Advance Note on or before December 31, 1999, and that Executive's failure to so repay such remaining balance by such date shall constitute an "event of default" within the meaning of the Advance Note. If the employment of Executive is terminated as a result of voluntary termination pursuant to paragraph 2E hereof at any time during the five-year period commencing on November 4, 1999 and ending November 3, 2004 (the "Recoupment Period"), then upon such termination the Executive shall pay to the Company an amount in cash equal to the product of the amount of the Special Compensation Bonus multiplied by a fraction, the numerator of which is the number of whole months which remain after the month in which such termination occurs through the balance of the Recoupment Period, and the denominator of which is 60. Any termination by reason of the Executive's death under paragraph 2B, his disability under paragraph 2C, or a discharge with or without Cause under paragraphs 2D or 2F, shall not affect Executive's entitlement to retain the Special Compensation Bonus. The parties acknowledge that the Special Compensation Bonus (including installments under the Company Note) shall be paid to the Executive net of any applicable withholdings, including withholding for federal income taxes. If the Executive is required to pay a portion of the Special Compensation Bonus back to the Company as aforesaid, that portion of the Special Compensation Bonus shall be calculated on a net basis after giving effect to such withholdings; provided, however, that if the Executive actually realizes a federal income tax benefit attributable to the disgorgement of a portion of the Special Compensation Bonus as aforesaid, then upon such realization the Executive shall additionally pay to the Company the amount of such federal income tax benefit. If, at the time the Executive becomes obligated to return a portion of the Special Compensation Bonus as aforesaid, there remains any outstanding principal or interest under the Company Note, the Company is specifically authorized to offset the amount of the Executive's disgorgement obligation against first, accrued interest under the Company Note, and then the principal installments thereunder in inverse order of maturity.

EMPLOYMENT AND SALARY. A. During the Employment Term, the Company shall employ the Executive and the Executive shall serve in the employ of the Company at a continuing salary of Two Hundred SeventyTwenty-Five Thousand Dollars ($275,000.00225,000.00) per year, subject to increases as provided below (the "Annual Base Salary"), payable in accordance with the Company's payroll policies applicable to executives as established by the Company from time to time. The Board of Directors shall review and in its sole discretion may increase Executive's Annual Base Salary annually commencing for 2000. Once established at a specified increased rate, the Annual Base Salary shall not thereafter be reduced. B. During the Employment Term, the Executive shall also be entitled to be paid an incentive bonus in an amount, if any, as shall be determined by the Board of Directors (or the Compensation Committee thereof) in its sole discretion. The incentive bonus, if any, shall be paid prior to the close of business on April 15 of each year. Except for termination by reason of death or disability or termination WITHOUT CAUSE, the incentive bonus shall not be earned in whole or in part, until the close of business on December 31 of each year ("Bonus Entitlement Date") and shall be paid annually prior of the close of business on April 15 following the Bonus Entitlement Date. Termination for Cause pursuant to paragraph 2D or voluntary termination pursuant to paragraph 2E shall terminate the right of the Executive to receive any incentive bonus under this paragraph 3B that has not yet been earned; provided that any termination of employment after the incentive bonus has been earned, but prior to its payment, shall not terminate the Executive's right to receive such incentive bonus. The incentive bonus for 1999 performance was in the amount of $200,000 and was paid to the Executive on or about November 8, 1999. C. The Executive shall receive such further benefits as may be accorded other executives under the established plans and programs of the Company to the extent the executive is eligible for participation therein based on the eligibility criteria applicable to other Executives, all as determined by the Company from time to time in its sole discretion. D. The Executive shall be entitled to receive reimbursement for, or seek payment directly by the Company of, all reasonable expenses incurred by the Executive in the performance of his duties under this Agreement. The Executive shall use his best efforts to obtain approval prior to incurring any expenses. Unreasonable expenses or expenses out of the ordinary course of business not approved in advance shall not be reimbursed by the Company. Neither shall the Company be obligated to reimburse expenses if reimbursement is not sought on a timely basis. E. Effective as of November 8, 1999, the Company shall pay the Executive a special compensation bonus of $1,800,000.00 (the "Special Compensation Bonus"). Of the Special Compensation Bonus, (i) the sum of $725,000.00, after deducting applicable withholdings, shall be applied against first, interest, then principal, outstanding under the Executive's Promissory Note dated October 1, 1999 payable to the order of the Company in the original principal amount of $1,800,000.00, of which $1,200,000.00 has been advanced (the "Advance Note"), and (ii) the balance of $1,075,000.00 shall be represented by the Company's unsecured promissory note dated November 8, 1999 payable to the Executive in the original principal amount of $1,075,000.00, bearing interest at the rate of 12% per annum and otherwise in form and substance mutually acceptable to the Company and the Executive (the "Company Note"). The Company Note will be payable in two installments. The first installment shall be in the amount of $600,000.00 and shall be due between March 16, 2000 and March 31, 2000, and the second installment shall be in the amount of $475,000.00 and shall be due between March 16, 2001 and March 31, 2001. Interest shall be payable concurrently with installments of principal. Executive acknowledges that the Company shall be authorized to deduct applicable withholdings from each such installment. The Company and Executive agree that Executive shall repay the full remaining balance of all principal and interest due under the Advance Note on or before December 31, 1999, and that Executive's failure to so repay such remaining balance by such date shall constitute an "event of default" within the meaning of the Advance Note. If the employment of Executive is terminated as a result of voluntary termination pursuant to paragraph 2E hereof at any time during the five-year period commencing on November 4, 1999 and ending November 3, 2004 (the "Recoupment Period"), then upon such termination the Executive shall pay to the Company an amount in cash equal to the product of the amount of the Special Compensation Bonus multiplied by a fraction, the numerator of which is the number of whole months which remain after the month in which such termination occurs through the balance of the Recoupment Period, and the denominator of which is 60. Any termination by reason of the Executive's death under paragraph 2B, his disability under paragraph 2C, or a discharge with or without Cause under paragraphs 2D or 2F, shall not affect Executive's entitlement to retain the Special Compensation Bonus. The parties acknowledge that the Special Compensation Bonus (including installments under the Company Note) shall be paid to the Executive net of any applicable withholdings, including withholding for federal income taxes. If the Executive is required to pay a portion of the Special Compensation Bonus back to the Company as aforesaid, that portion of the Special Compensation Bonus shall be calculated on a net basis after giving effect to such withholdings; provided, however, that if the Executive actually realizes a federal income tax benefit attributable to the disgorgement of a portion of the Special Compensation Bonus as aforesaid, then upon such realization the Executive shall additionally pay to the Company the amount of such federal income tax benefit. If, at the time the Executive becomes obligated to return a portion of the Special Compensation Bonus as aforesaid, there remains any outstanding principal or interest under the Company Note, the Company is specifically authorized to offset the amount of the Executive's disgorgement obligation against first, accrued interest under the Company Note, and then the principal installments thereunder in inverse order of maturity.

EMPLOYMENT AND SALARY. A. During the Employment Term, the Company shall employ the Executive and the Executive shall serve in the employ of the Company at a continuing salary of Two One Hundred Seventy-Five Eighty Thousand Dollars ($275,000.00180,000.00) per year, subject to increases as provided below (the "Annual Base Salary"), payable in accordance with the Company's payroll policies applicable to executives as established by the Company from time to time. The Board of Directors shall review and in its sole discretion may increase Executive's Annual Base Salary annually commencing for 2000. Once established at a specified increased rate, the Annual Base Salary shall not thereafter be reduced. B. During the Employment Term, the Executive shall also be entitled to be paid an incentive bonus in an amount, if any, as shall be determined by the Board of Directors (or the Compensation Committee thereof) in its sole discretion. The incentive bonus, if any, shall be paid prior to the close of business on April 15 of each year. Except for termination by reason of death or disability or termination WITHOUT CAUSE, the incentive bonus shall not be earned in whole or in part, until the close of business on December 31 of each year ("Bonus Entitlement Date") and shall be paid annually prior of the close of business on April 15 following the Bonus Entitlement Date. Termination for Cause pursuant to paragraph 2D or voluntary termination pursuant to paragraph 2E shall terminate the right of the Executive to receive any incentive bonus under this paragraph 3B that has not yet been earned; provided that any termination of employment after the incentive bonus has been earned, but prior to its payment, shall not terminate the Executive's right to receive such incentive bonus. The incentive bonus for 1999 performance was in the amount of $80,000 and was paid to the Executive on or about November 8, 1999. C. The Executive shall receive such further benefits as may be accorded other executives under the established plans and programs of the Company to the extent the executive is eligible for participation therein based on the eligibility criteria applicable to other Executives, all as determined by the Company from time to time in its sole discretion. D. The Executive shall be entitled to receive reimbursement for, or seek payment directly by the Company of, all reasonable expenses incurred by the Executive in the performance of his duties under this Agreement. The Executive shall use his best efforts to obtain approval prior to incurring any expenses. Unreasonable expenses or expenses out of the ordinary course of business not approved in advance shall not be reimbursed by the Company. Neither shall the Company be obligated to reimburse expenses if reimbursement is not sought on a timely basis. E. Effective as of November 8, 1999, the Company shall pay the Executive a special compensation bonus of $1,800,000.00 (the "Special Compensation Bonus"). Of the Special Compensation Bonus, (i) the sum of $725,000.00, after deducting applicable withholdings, shall be applied against first, interest, then principal, outstanding under the Executive's Promissory Note dated October 1, 1999 payable to the order of the Company in the original principal amount of $1,800,000.00, of which $1,200,000.00 has been advanced (the "Advance Note"), and (ii) the balance of $1,075,000.00 shall be represented by the Company's unsecured promissory note dated November 8, 1999 payable to the Executive in the original principal amount of $1,075,000.00, bearing interest at the rate of 12% per annum and otherwise in form and substance mutually acceptable to the Company and the Executive (the "Company Note"). The Company Note will be payable in two installments. The first installment shall be in the amount of $600,000.00 and shall be due between March 16, 2000 and March 31, 2000, and the second installment shall be in the amount of $475,000.00 and shall be due between March 16, 2001 and March 31, 2001. Interest shall be payable concurrently with installments of principal. Executive acknowledges that the Company shall be authorized to deduct applicable withholdings from each such installment. The Company and Executive agree that Executive shall repay the full remaining balance of all principal and interest due under the Advance Note on or before December 31, 1999, and that Executive's failure to so repay such remaining balance by such date shall constitute an "event of default" within the meaning of the Advance Note. If the employment of Executive is terminated as a result of voluntary termination pursuant to paragraph 2E hereof at any time during the five-year period commencing on November 4, 1999 and ending November 3, 2004 (the "Recoupment Period"), then upon such termination the Executive shall pay to the Company an amount in cash equal to the product of the amount of the Special Compensation Bonus multiplied by a fraction, the numerator of which is the number of whole months which remain after the month in which such termination occurs through the balance of the Recoupment Period, and the denominator of which is 60. Any termination by reason of the Executive's death under paragraph 2B, his disability under paragraph 2C, or a discharge with or without Cause under paragraphs 2D or 2F, shall not affect Executive's entitlement to retain the Special Compensation Bonus. The parties acknowledge that the Special Compensation Bonus (including installments under the Company Note) shall be paid to the Executive net of any applicable withholdings, including withholding for federal income taxes. If the Executive is required to pay a portion of the Special Compensation Bonus back to the Company as aforesaid, that portion of the Special Compensation Bonus shall be calculated on a net basis after giving effect to such withholdings; provided, however, that if the Executive actually realizes a federal income tax benefit attributable to the disgorgement of a portion of the Special Compensation Bonus as aforesaid, then upon such realization the Executive shall additionally pay to the Company the amount of such federal income tax benefit. If, at the time the Executive becomes obligated to return a portion of the Special Compensation Bonus as aforesaid, there remains any outstanding principal or interest under the Company Note, the Company is specifically authorized to offset the amount of the Executive's disgorgement obligation against first, accrued interest under the Company Note, and then the principal installments thereunder in inverse order of maturity.

EMPLOYMENT AND SALARY. A. During the Employment Term, the Company shall employ the Executive and the Executive shall serve in the employ of the Company at a continuing salary of Two One Hundred Seventy-Five Thousand Dollars ($275,000.00175,000.00) per year, subject to increases as provided below (the "Annual Base Salary"), payable in accordance with the Company's payroll policies applicable to executives as established by the Company from time to time. The Board of Directors shall review and in its sole discretion may increase Executive's Annual Base Salary annually commencing for 20001998. Once established at a specified increased rate, the Annual Base Salary shall not thereafter be reduced. B. During the Employment Term, the Executive shall also be entitled to be paid an incentive bonus in an amount, if any, as shall be determined by the Board of Directors (or the Compensation Committee thereof) in its sole discretion. The incentive bonus, if any, shall be paid prior to the close of business on April 15 of each year. Except for termination by reason of death or disability or termination WITHOUT CAUSE, the incentive bonus shall not be earned in whole or in part, until the close of business on December 31 of each year ("Bonus Entitlement Date") and shall be paid annually prior of the close of business on April 15 following the Bonus Entitlement Date. Termination for Cause pursuant to paragraph 2D or voluntary termination pursuant to paragraph 2E shall terminate the right of the Executive to receive any incentive bonus under this paragraph 3B Section 3A that has not yet been earned; provided that any termination of employment after the incentive bonus has been earned, but prior to its payment, shall not terminate the Executive's right to receive such incentive bonus. C. The Executive shall receive such further benefits as may be accorded other executives under the established plans and programs of the Company to the extent the executive is eligible for participation therein based on the eligibility criteria applicable to other Executives, all as determined by the Company from time to time in its sole discretion. D. The Executive shall be entitled to receive reimbursement for, or seek payment directly by the Company of, all reasonable expenses incurred by the Executive in the performance of his duties under this Agreement. The Executive shall use his best efforts to obtain approval prior to incurring any expenses. Unreasonable expenses or expenses out of the ordinary course of business not approved in advance shall not be reimbursed by the Company. Neither shall the Company be obligated to reimburse expenses if reimbursement is not sought on a timely basis. E. Effective as of November 8, 1999, the Company shall pay the Executive a special compensation bonus of $1,800,000.00 (the "Special Compensation Bonus"). Of the Special Compensation Bonus, (i) the sum of $725,000.00, after deducting applicable withholdings, shall be applied against first, interest, then principal, outstanding under the Executive's Promissory Note dated October 1, 1999 payable to the order of the Company in the original principal amount of $1,800,000.00, of which $1,200,000.00 has been advanced (the "Advance Note"), and (ii) the balance of $1,075,000.00 shall be represented by the Company's unsecured promissory note dated November 8, 1999 payable to the Executive in the original principal amount of $1,075,000.00, bearing interest at the rate of 12% per annum and otherwise in form and substance mutually acceptable to the Company and the Executive (the "Company Note"). The Company Note will be payable in two installments. The first installment shall be in the amount of $600,000.00 and shall be due between March 16, 2000 and March 31, 2000, and the second installment shall be in the amount of $475,000.00 and shall be due between March 16, 2001 and March 31, 2001. Interest shall be payable concurrently with installments of principal. Executive acknowledges that the Company shall be authorized to deduct applicable withholdings from each such installment. The Company and Executive agree that Executive shall repay the full remaining balance of all principal and interest due under the Advance Note on or before December 31, 1999, and that Executive's failure to so repay such remaining balance by such date shall constitute an "event of default" within the meaning of the Advance Note. If the employment of Executive is terminated as a result of voluntary termination pursuant to paragraph 2E hereof at any time during the five-year period commencing on November 4, 1999 and ending November 3, 2004 (the "Recoupment Period"), then upon such termination the Executive shall pay to the Company an amount in cash equal to the product of the amount of the Special Compensation Bonus multiplied by a fraction, the numerator of which is the number of whole months which remain after the month in which such termination occurs through the balance of the Recoupment Period, and the denominator of which is 60. Any termination by reason of the Executive's death under paragraph 2B, his disability under paragraph 2C, or a discharge with or without Cause under paragraphs 2D or 2F, shall not affect Executive's entitlement to retain the Special Compensation Bonus. The parties acknowledge that the Special Compensation Bonus (including installments under the Company Note) shall be paid to the Executive net of any applicable withholdings, including withholding for federal income taxes. If the Executive is required to pay a portion of the Special Compensation Bonus back to the Company as aforesaid, that portion of the Special Compensation Bonus shall be calculated on a net basis after giving effect to such withholdings; provided, however, that if the Executive actually realizes a federal income tax benefit attributable to the disgorgement of a portion of the Special Compensation Bonus as aforesaid, then upon such realization the Executive shall additionally pay to the Company the amount of such federal income tax benefit. If, at the time the Executive becomes obligated to return a portion of the Special Compensation Bonus as aforesaid, there remains any outstanding principal or interest under the Company Note, the Company is specifically authorized to offset the amount of the Executive's disgorgement obligation against first, accrued interest under the Company Note, and then the principal installments thereunder in inverse order of maturity.

EMPLOYMENT AND SALARY. A. During the Employment Term, the Company shall employ the Executive and the Executive shall serve in the employ of the Company at a continuing salary of Two One Hundred Seventy-Five Ninety Thousand Dollars ($275,000.00190,000.00) per year, subject to increases as provided below (the "Annual Base Salary"), payable in accordance with the Company's payroll policies applicable to executives as established by the Company from time to time. The Board of Directors shall review and in its sole discretion may increase Executive's Annual Base Salary annually commencing for 2000. Once established at a specified increased rate, the Annual Base Salary shall not thereafter be reduced. B. During the Employment Term, the Executive shall also be entitled to be paid an incentive bonus in an amount, if any, as shall be determined by the Board of Directors (or the Compensation Committee thereof) in its sole discretion. The incentive bonus, if any, shall be paid prior to the close of business on April 15 of each year. Except for termination by reason of death or disability or termination WITHOUT CAUSE, the incentive bonus shall not be earned in whole or in part, until the close of business on December 31 of each year ("Bonus Entitlement Date") and shall be paid annually prior of the close of business on April 15 following the Bonus Entitlement Date. Termination for Cause pursuant to paragraph 2D or voluntary termination pursuant to paragraph 2E shall terminate the right of the Executive to receive any incentive bonus under this paragraph 3B that has not yet been earned; provided that any termination of employment after the incentive bonus has been earned, but prior to its payment, shall not terminate the Executive's right to receive such incentive bonus. The incentive bonus for 1999 performance was in the amount of $200,000 and was paid to the Executive on or about November 8, 1999. C. The Executive shall receive such further benefits as may be accorded other executives under the established plans and programs of the Company to the extent the executive is eligible for participation therein based on the eligibility criteria applicable to other Executives, all as determined by the Company from time to time in its sole discretion. D. The Executive shall be entitled to receive reimbursement for, or seek payment directly by the Company of, all reasonable expenses incurred by the Executive in the performance of his duties under this Agreement. The Executive shall use his best efforts to obtain approval prior to incurring any expenses. Unreasonable expenses or expenses out of the ordinary course of business not approved in advance shall not be reimbursed by the Company. Neither shall the Company be obligated to reimburse expenses if reimbursement is not sought on a timely basis. E. Effective as of November 8On or before December 31, 19992002, the Company shall pay the Executive a special compensation bonus in the amount of $1,800,000.00 200,000.00 (the "Special Compensation Bonus"). Of The Special Compensation Bonus shall be in addition to any other bonus that might otherwise be payable to the Executive under Paragraph 3.B hereof. Payment of the Special Compensation Bonus shall, however, be subject to the Executive's continuous employment with the Company through December 31, 2002, it being understood that the Executive's voluntary resignation or discharge for Cause shall constitute a complete forfeiture of the Special Compensation Bonus, (i) . If the sum of $725,000.00, after deducting applicable withholdings, shall be applied against first, interestExecutive is discharged without Cause, then principal, outstanding under the Executive's Promissory Note dated October 1, 1999 payable to the order full amount of the Company in the original principal amount of $1,800,000.00, of which $1,200,000.00 has been advanced (the "Advance Note"), and (ii) the balance of $1,075,000.00 shall be represented by the Company's unsecured promissory note dated November 8, 1999 payable to the Executive in the original principal amount of $1,075,000.00, bearing interest at the rate of 12% per annum and otherwise in form and substance mutually acceptable to the Company and the Executive (the "Company Note"). The Company Note will be payable in two installments. The first installment shall be in the amount of $600,000.00 and shall be due between March 16, 2000 and March 31, 2000, and the second installment shall be in the amount of $475,000.00 and shall be due between March 16, 2001 and March 31, 2001. Interest Special Compensation Bonus shall be payable concurrently with installments on the sooner to occur of principal. Executive acknowledges that the Company shall be authorized to deduct applicable withholdings from each such installment. The Company and Executive agree that Executive shall repay the full remaining balance of all principal and interest due under the Advance Note on or before December 31, 1999, and that Executive's failure to so repay such remaining balance by such date shall constitute an "event of default" within 2002 or six months after the meaning of the Advance NoteWithout Cause Termination Date. If the employment of Executive this Agreement is terminated as a result of voluntary termination pursuant to paragraph 2E hereof at any time during the five-year period commencing on November 4, 1999 and ending November 3, 2004 (the "Recoupment Period")Executive's death or disability, then upon such termination the Executive or his estate shall pay be entitled to a prorated portion of the Company an amount in cash equal to the product of Special Compensation Bonus, calculated as the amount of the Special Compensation Bonus multiplied by a fraction, the numerator of which is the number of whole months which remain after elapsed between November 1, 1999 and the month in which such termination occurs through date of death or disability, as the balance of the Recoupment Periodcase may be, and the denominator of which is 60. Any termination by reason of the Executive's death under paragraph 2B, his disability under paragraph 2C, or a discharge with or without Cause under paragraphs 2D or 2F, shall not affect Executive's entitlement to retain the Special Compensation Bonus. The parties acknowledge that the Special Compensation Bonus (including installments under the Company Note) shall be paid to the Executive net of any applicable withholdings, including withholding for federal income taxes. If the Executive is required to pay a portion of the Special Compensation Bonus back to the Company as aforesaid, that portion of the Special Compensation Bonus shall be calculated on a net basis after giving effect to such withholdings; provided, however, that if the Executive actually realizes a federal income tax benefit attributable to the disgorgement of a portion of the Special Compensation Bonus as aforesaid, then upon such realization the Executive shall additionally pay to the Company the amount of such federal income tax benefit. If, at the time the Executive becomes obligated to return a portion of the Special Compensation Bonus as aforesaid, there remains any outstanding principal or interest under the Company Note, the Company is specifically authorized to offset the amount of the Executive's disgorgement obligation against first, accrued interest under the Company Note, and then the principal installments thereunder in inverse order of maturity38.