During the period beginning on the commencement of the Advisory Period and ending on December 31, 2022, you will receive an annual base salary equal to your annual base salary in effect immediately prior to the commencement of the Advisory Period. During the period commencing January 1, 2023 and ending on January 1, 2024, you will receive an annual base salary of $600,000. You will also be eligible to participate in the Companys benefit plans and perquisite programs, in each case in accordance with the terms of the applicable plans and programs (as amended from time to time). You will not be eligible to receive any new cash incentive or equity awards during the Advisory Period; provided that, to the extent that the Company causes the Advisory Period to commence prior to January 1, 2022, (i) you will be entitled to receive your target annual incentive opportunity in respect of fiscal year 2021 and (ii) you will continue to be eligible to receive equity awards each remaining December during the period ending December 31, 2021, in each case in accordance with Section 1. You will continue to vest in the equity awards that were granted to you prior to December 31, 2021.
3. Retirement; Prior Termination of Employment. Effective January 1, 2024 (Retirement Date), you will retire from all roles with the Company and its subsidiaries, and such retirement will be automatic and require no further action on your part or that of the Company. For the avoidance of doubt, your retirement on the Retirement Date will entitle you to retain your outstanding equity awards in accordance with the LTIP and the Companys policies thereunder.
Notwithstanding the foregoing, the Company agrees that it may not terminate your employment during the Leadership Period or the Advisory Period other than for Cause (as defined below); provided that the Company may elect, at its discretion, to cause the Advisory Period to commence prior to January 1, 2022, in which case (i) the term Advisory Period shall be deemed to mean the period from such earlier date through the Retirement Date and (ii) the terms of your employment and compensation shall be governed by Section 2 hereof beginning on such earlier date. In the event the Company materially breaches the provisions of Section 1 hereof during the Leadership Period, you may elect, at your discretion, to cause the Advisory Period to commence prior to January 1, 2022, on the same terms as described in the immediately preceding sentence.
In addition, in the event that during the Advisory Period, you resign your employment for Good Reason (as defined below), your then outstanding equity awards will become immediately vested at the time of such termination of employment and will be settled at the earliest time that will not trigger a tax or penalty under Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (collectively, Section 409A), as determined by the Committee (as defined in the LTIP).
For purposes of this letter, (i) Cause means (A) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company or its affiliates, (B) your conviction of (or plea of nolo contendere to) any felony or any other crime involving dishonesty, fraud or moral turpitude or (C) your material breach of any restrictive covenant described in Section 4 below and (ii) Good Reason means one or more of the following, so long as you give the Company reasonable written notice of the occurrence of such event within 90 days of its occurrence and a period of up to 30 days to cure such event (in which case it will be deemed not to have occurred), (A) the assignment to you of duties materially inconsistent with your role as a strategic advisor to the Company as described in Section 2, (B) a reduction in your annual base salary as specified in this letter or a material reduction in the benefit and perquisite programs provided to you (other than any across the board changes applicable to employees generally) or (C) a material breach by the Company of this letter.
You should be aware that your employment with the Company and its subsidiaries is at will and may be terminated by the Company or you at any time for any reason prior to the Retirement Date (except as provided above). Upon any termination of employment for any reason, the Company will