PLANS PROVIDED TO THE EMPLOYEE AT THE TIME OF SUCH
TERMINATION WITHOUT CAUSE THROUGH THE EXPIRATION OF THE SEVERANCE PERIOD, OR
UNTIL EXECUTIVE BECOMES ELIGIBLE TO PARTICIPATE IN A SUBSEQUENT EMPLOYER'S
BENEFIT PLAN, WHICHEVER OCCURS FIRST.
FOR THE AVOIDANCE OF DOUBT, EMPLOYEE IS
ENTITLED TO THE BENEFITS OF SUBSECTIONS (A) AND (B) HEREIN IF EMPLOYEE'S
EMPLOYMENT IS TERMINATED WITHOUT CAUSE AT ANY TIME ON OR AFTER THE EFFECTIVE
DATE.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE COMPANY SHALL HAVE
NO OBLIGATION TO CONTINUE TO MAINTAIN DURING THE SEVERANCE PERIOD ANY PLAN,
PROGRAM OR LEVEL OF BENEFITS SOLELY AS A RESULT OF THE PROVISIONS OF THIS
AGREEMENT.
(II)
THE DATE OF THE TERMINATION WITHOUT CAUSE
WILL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF TERMINATION TO EXECUTIVE.
THE
COMPANY WILL PROVIDE AT LEAST 30 DAYS ADVANCE WRITTEN NOTICE OF THE TERMINATION
WITHOUT CAUSE.
FOR THE AVOIDANCE OF DOUBT, EXECUTIVE'S EMPLOYMENT WILL CONTINUE
UNTIL THE DATE SPECIFIED IN THE WRITTEN NOTICE OF TERMINATION TO THE EXECUTIVE.
4.3
IN THE EVENT OF EXECUTIVE'S DISABILITY, THE
COMPANY WILL BE ENTITLED TO TERMINATE EXECUTIVE'S EMPLOYMENT.
IN THE CASE THAT
THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT DUE TO DISABILITY, EXECUTIVE WILL
BE ENTITLED TO HER BASE SALARY UP TO AND INCLUDING THE DATE OF TERMINATION AS
WELL AS ANY UNPAID EXPENSE REIMBURSEMENTS.
AS USED IN THIS SECTION 4.3, THE
TERM "DISABILITY" MEANS THE COMPANY'S DETERMINATION THAT DUE TO PHYSICAL OR
MENTAL ILLNESS OR INCAPACITY, WHETHER TOTAL OR PARTIAL, EXECUTIVE IS
SUBSTANTIALLY UNABLE TO PERFORM HER DUTIES HEREUNDER FOR A PERIOD OF 90
CONSECUTIVE DAYS OR SHORTER PERIODS AGGREGATING 90 DAYS DURING ANY PERIOD OF 180
CONSECUTIVE DAYS.
4.4
EXCEPT AS PROVIDED IN THIS SECTION 4.4, NO
BASE SALARY OR BENEFITS SHALL BE PAYABLE UNDER THIS AGREEMENT FOLLOWING THE DATE
OF EXECUTIVE'S DEATH.
IN THE EVENT OF EXECUTIVE'S DEATH, ANY BASE SALARY EARNED
BY EXECUTIVE UP TO THE DATE OF DEATH, AS WELL AS ANY UNREIMBURSED EXPENSES, WILL
BE PAID TO EXECUTIVE'S ESTATE OR EXECUTIVE'S NAMED BENEFICIARY WITHIN A
REASONABLE PERIOD FOLLOWING HER DEATH.
5.
CONFIDENTIAL INFORMATION; INVENTIONS;
NONSOLICITATION.
5.1
EXECUTIVE RECOGNIZES THAT HER EMPLOYMENT
WITH THE COMPANY WILL INVOLVE CONTACT WITH INFORMATION OF SUBSTANTIAL VALUE TO
THE COMPANY, WHICH IS NEITHER STALE NOR GENERALLY KNOWN IN THE TRADE, AND WHICH
GIVES THE COMPANY AN ADVANTAGE OVER ITS COMPETITORS THAT DO NOT KNOW OR USE IT,
INCLUDING BUT NOT LIMITED TO, TECHNIQUES, DESIGNS, DRAWINGS, PROCESSES,
INVENTIONS, DEVELOPMENTS, EQUIPMENT, PROTOTYPES, SALES AND CUSTOMER INFORMATION,
AND BUSINESS AND FINANCIAL INFORMATION RELATING TO THE BUSINESS, PRODUCTS,
PRACTICES AND TECHNIQUES OF THE COMPANY (HEREINAFTER REFERRED TO AS
"CONFIDENTIAL INFORMATION").
EXECUTIVE WILL AT ALL TIMES REGARD AND PRESERVE AS
CONFIDENTIAL SUCH CONFIDENTIAL INFORMATION OBTAINED BY EXECUTIVE FROM
4
WHATEVER SOURCE AND WILL NOT, EITHER DURING HER EMPLOYMENT WITH THE COMPANY OR
THEREAFTER, PUBLISH OR DISCLOSE ANY PART OF SUCH CONFIDENTIAL INFORMATION IN ANY
MANNER AT ANY TIME, OR USE THE SAME EXCEPT ON BEHALF OF THE COMPANY, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY; PROVIDED, HOWEVER, THAT EXECUTIVE MAY
DISCLOSE