Share Salary. During the Stub Period, the Company shall pay to Executive a gross monthly share salary of $25,000.00, payable at the time that base salary is payable to the Executive and pro-rated for any partial month during the Stub Period, in grants of unrestricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having a Fair Market Value (as defined below) on the date of grant equal to the pro rata portion of the share salary payable on each such pay date. During the Initial Term, the Company shall pay to Executive a gross annual share salary of $300,000.00 payable, at the time that base salary is payable to the Executive, in grants of unrestricted shares of the Common Stock, having a Fair Market Value on the date of grant equal to the pro rata portion of the share salary payable on each such pay date (the “Share Salary”). For purposes of this Agreement, “Fair Market Value” shall mean, as of any specified date, the closing price of the Common Stock as reported in The Wall Street Journal’s New York Stock Exchange (“NYSE”) — Composite Transactions listing for such day (corrected for obvious typographical errors), or if the shares are listed for trading on the NYSE but no closing price is reported in such listing for such day, then the last reported closing price for such shares on the NYSE, or if such shares are not listed or traded on the NYSE, the closing sales price on any national securities exchange on which the Common Stock is traded, or if the Common Stock is not traded on any national securities exchange, then the mean of the reported high and low sales prices for such shares in the over-the-counter market, as reported on the National Association of Securities Dealers Automated Quotations System, or if such prices shall not be reported thereon, the mean between the closing bid and asked prices reported by the National Quotation Bureau Incorporated, or in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board. The Board may, but shall have no obligation to, engage one or more appraisers in making its determination of Fair Market Value, and the Fair Market Value as determined by the Board may be higher or lower than any such appraisal. In making its determination of Fair Market Value, the Board shall comply with Section 409A (as defined below), to the extent applicable, and the applicable Internal Revenue Service and Treasury Department regulations thereunder. Following the ...
Share Salary. During the Term, the Company shall pay to Executive a gross annual salary of $2,256,000, payable at the time that Base Salary is payable to Executive and pro-rated for any partial year of employment during the Term, net of applicable tax withholdings and deductions, in grants of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having a Fair Market Value (as defined below) on the date of grant equal to the pro rata portion of the salary payable on each such pay date (the “Share Salary”). Such payments of Share Salary under this Section 1.05(b) shall be made pursuant to the terms of the Company’s 2003 Long-Term Incentive Stock Plan or its successor equity incentive plan (the “LTIP”). Each share payable to Executive as Share Salary shall be fully vested as of the date of grant, and shall be subject to restrictions on transfer that lapse in accordance with the following schedule: • With respect to shares paid as Share Salary during calendar year 2009, on the first business day of calendar year 2011; • With respect to shares paid as Share Salary during the months of January, February, March and April of calendar years 2010 and 2011, on the first business day of the first calendar year following the calendar year in which such shares were paid; • With respect to shares paid as Share Salary during the months of May, June, July and August of calendar years 2010 and 2011, on the first business day of the second calendar year following the calendar year in which such shares were paid; and • With respect to shares paid as Share Salary during the months of September, October, November and December of calendar years 2010 and 2011, on the first business day of the third calendar year following the calendar year in which such shares were paid.
Share Salary. I shall retain any shares of Associated stock paid to me as share salary prior to my Separation date, and those shares shall remain subject to transfer restrictions that expire pursuant to the terms of my share salary agreement.
