In exchange for Employee’s performance of his duties and responsibilities, Employee initially shall be paid an annual base salary of $395,000 (such annual base salary, as in effect from time to time, “ Base Salary ”), payable in accordance with the regular payroll practices of the Company but not less frequently than monthly. The Base Salary shall be reviewed at least annually by the Board (or a committee thereof), and the Board (or a committee thereof) may, but shall not be required to, increase the Base Salary during the Term. However, the Base salary may not be decreased and/or deferred during the Term, unless a pro-rata decrease and / or deferral of all executive employees’ salaries is made following the six (6)-month anniversary of the Effective Date by the Board in good faith as a result of the financial condition of the Company. All payments referenced in this Agreement, including the Signing Bonus, are on a gross, pre-tax basis and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.