Compensation Payments to Employee. Commencing not later than 30 days after the date that Employee's employment with Employer is terminated pursuant to Section 2 hereof (the "Termination Date") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of three years following the Termination Date at a per annum rate equal to 100% of the amount of the Employee's Highest Annual Compensation during the three calendar years ending prior to the Termination Date (the "Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity the Employee may engage in during such three year period. Employee shall have no duty to mitigate damages.
Compensation Payments to Employee. (a) Commencing not later than thirty (30) days after the date that Employee's employment with Employer is terminated pursuant to Section 2 hereof (the "Termination Date") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of (i) three (3) years following the Termination Date at a per annum rate equal to one hundred percent (100%) of the amount of the Employee's Highest Annual Compensation during the three (3) calendar years ending prior to the Termination Date (the "Measurement Period") if Employee is terminated pursuant to Section 2 (a) or (b) and (ii) one (1) year following the Termination Date at a per annum rate equal to Employee's compensation on the Effective Date ($250,000) if Employee is terminated pursuant to Section 2(c). For purposes of this Agreement, the term "
