Compensation During Short-Term Disability. Your compensation for any period that you are absent due to a short-term disability (“STD”) and are receiving compensation under a short-term disability plan sponsored or maintained by the Company shall be determined in accordance with the terms of such STD plan. The compensation provided to you under the applicable STD plan shall be in lieu of the Salary provided under this Agreement. Your participation in any other Company benefit plans or programs during the STD period shall be governed by the terms of the applicable plan or program documents, award agreements and certificates.

Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive’s cessation of Short-Term Disability, the occurrence of Total Disability, death or the first day of the month following the month in which the Executive attains age 65 (the “Normal Retirement Date”).

Compensation During Consulting Term. During his provision of the Consulting Services in the Consulting Term, Executive shall invoice the Company each Monday before ​ MST for any services provided on an hourly basis (up to a total of 40 hours per week) at ​ per hour, for which Executive will receive a Form 1099 (the “Consulting Payments”). Failure to timely submit an invoice to Company shall not constitute a waiver of amounts due and owing to Executive, but shall be treated as part of the invoice for the week in which it is submitted.

Short Term Incentives. The Executive shall be eligible to receive an annual short term incentive cash payment, the incentive plan to be determined by the Chief Executive Officer and Executive. The payment made pursuant to this [Section 2.2.1] shall be paid to the Executive in the succeeding calendar year for which it is earned and shall be paid by March 31 of such year. The Executive need not be actually employed on the date that any short term incentive plan payment is made in order to be eligible and entitled to any such short term incentive plan payment.

Short-Term Cash-Based Incentive Compensation. The Committee may claw back of all or part of short-term cash-based Incentive Compensation (“cash incentive”) previously paid to a CEM to the extent that:

If the Executive becomes disabled during the Term, he/she, if eligible, can receive disability benefits under the Benefit Plan for Employees that is in effect at the time of the Executive’s disability when these benefits become payable. At the time of the execution of this Agreement, the disability benefits include: short term disability benefit from the State Disability Program that is provided by the Employment Development Department (“California Short Term Disability Benefit”) and, long term disability benefit.

Short-Term & Long-Term Incentive Compensation Plans; Severance Plans. Other than as set forth in [Exhibit A] and [sections 2 and 3]3] above, the Executive hereby relinquishes, releases and forfeits any participation in and/or payments from any and all other annual incentive compensation, long-term incentive compensation, and other compensation plans, programs and awards, as well as from any and all benefit plans, programs, agreements or other arrangements that would provide any consideration to Executive by reason of characterizing the termination of his employment as other than a voluntary resignation, including but not limited to the ​ Company, Inc. Severance Plan, the ​ Executive Severance Plan and the ​ Change In Control Agreement.

I acknowledge and agree that the consideration paid to me includes full compensation and consideration for loss of employment benefits and that my short term and long term disability benefits have ceased effective [applicable

Short term and long term disability benefits;

Compensation shall exclude any bonus payable to the participant. Short term disability benefits not paid through the employer's payroll system, expense reimbursements, and any form of non-cash compensation shall not be taken into account for this purpose.