(ii) Upon commencement of the Term of Employment, the Employee shall receive an initial payment of $50,000. If the Employee terminates his employment without Good Reason or is terminated by the Employer for Cause (as those terms are defined in this Agreement) within 90 days after the Commencement Date, the Employee shall be required to repay the Initial Payment to the Employer.
(iii) Within 10 days after the Commencement Date, the Employee shall be awarded restricted shares of the Employer's common stock having a value of $300,000 based on the closing price of the Employer's stock on the Commencement Date. The shares will be granted under or treated as granted under the MIP and will vest in three equal annual installments on each of the first three anniversaries of the Commencement Date, subject to the requirement that the Employee must be employed with the Employer at the time the shares vest. The parties hereto shall sign a restricted stock agreement governing the shares issue to the Employee.
(d) Change in Control. In the event that a Change in Control, as defined in the MIP, occurs during the Term of Employment or during any other period contemplated by this Agreement, then the effect upon any compensation paid to the Employee under the MIP shall be governed in accordance with section 13.2 of the MIP.
(e) Withholding. The Signing Bonus and all Base Salary, Annual Bonuses and other payments to be made to the Employee under this Agreement are subject to the Employer's right to make customary and applicable deductions and withholdings, including, without limitation, for federal and state taxes, FICA, Medicaid and other customary payroll activities.
(f) Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Employer which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (and any policy adopted by the Employer .pursuant to any such law, government regulation or stock exchange listing requirement, including but not limited to the MIP). The Employer will make any determination for clawback or recovery in accordance with its determination of any applicable law or regulation based on the guidance of outside professionals.
(g) Equity Interests in the Employer. The Employee acknowledges and agrees that, except as set forth in this Agreement, the Employer has not made any representations or promises to him regarding his receipt of (1) stock options or other rights to acquire shares of the Employer's common stock under an employee stock plan or otherwise or (2) equity interests in the Employer, and that nothing in this Agreement entitles him to any such stock options, shares or other equity interests except as provided herein.
4. EMPLOYEE BENEFITS, EXPENSE REIMBURSEMENT AND INDEMNIFICATION; 409(A) COMPLIANCE.
(a) Employee Benefits. During the Term of Employment, the Employee shall be entitled to receive all benefits under any and all deferred compensation plans, retirement plans, life, disability, health, accident and other insurance programs, automobile allowances, and similar employee benefit plans and programs, sick leave, vacation time and paid time off (if any) that the Employer elects in its sole discretion to provide from time to time to its other executive officers (collectively referred to herein as the “Benefits”). However, the Employer reserves the right to terminate, reduce or otherwise amend any or all of the Benefits from time to time to the extent allowed by law, so long as such action applies generally to all of its executive