4. Compensation. In consideration for and subject to Halls continued compliance with the agreements, releases and covenants set forth in Sections 1, 3, 6, 7 and 8, Hall shall, effective as of the Retirement Date and contingent upon her compliance with Sections 6, 7 and 8, be entitled to receive the following from the Company (the Retirement Benefits):
(a) A cash payment equal to six thousand two hundred fifty dollars ($6,250) per month during the Consulting Period (the Consulting Fees); and
(b) Effective on the Retirement Date, shares of nonvested common stock of the Company valued at $150,000, with the number of shares issued determined by dividing the total value of $150,000 by the closing price of the Companys common stock on the Retirement Date and rounding up to the next whole share (the Restricted Stock), which Restricted Stock shall be issued to Hall pursuant to the Companys 2018 Omnibus Incentive Compensation Plan (the 2018 Plan). The Restricted Stock is subject to time-based vesting conditions and will vest 100% on the first anniversary of the Retirement Date, predicated upon Halls provision of the Consulting Services through the vesting date and compliance with the terms of this Agreement.
The Consulting Fees shall be paid monthly in arrears by the 15th day of the following month. Should Hall die or become disabled (within the meaning of the term Disability as defined in the 2018 Plan) during the Consulting Period, then (i) the Company shall make a lump sum cash payment to Hall (or, in the event of her death, to her estate) of an amount equal to the remaining Consulting Fees owed through the end of the Consulting Period, with such payment to be made as soon as practicable (but in all events within thirty (30) days) following the date of Halls death or Disability and (ii) the Restricted Stock shall become fully vested.
5. Status. Hall acknowledges and agrees that her status at all times during the Consulting Period shall be that of an independent contractor. The parties hereby acknowledge and agree that the compensation provided for in Section 4 shall represent fees for Consulting Services provided by Hall as an independent contractor, and shall be paid without any deductions or withholdings for taxes.
(a) In consideration of the Retirement Benefits described in Section 4 above, Hall for herself, her affiliates, spouse, agents, heirs, assigns and any other person or entity claiming to claim through her hereby, knowingly, voluntarily, unconditionally and irrevocably releases and discharges the Company, its successors, predecessors, affiliates and subsidiaries and each of the foregoing entities respective affiliates, predecessors, successors, directors, officers, partners, trustees, fiduciaries, managers, members, employees, agents, representatives and benefit plans (collectively, the Company Released Parties) from any and all claims, debts, liabilities, causes of action, charges, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, agreements, commitments, arrangements, promises, or obligations or understandings of any kind whatsoever in law or equity, WHETHER WRITTEN OR ORAL, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ASSERTED OR UNASSERTED, CONDITIONAL OR UNCONDITIONAL, ACCRUED OR UNACCRUED, LIQUIDATED OR UNLIQUIDATED, WHETHER CONTRACTUAL, STATUTORY OR OTHERWISE, AND UNDER ANY KNOWN OR UNKNOWN DUTIES, EITHER FIDUCIARY OR OTHERWISE, INCLUDING LIABILITIES ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY COMPANY