EXECUTIVE'S FAILURE TO REASONABLY COOPERATE WITH ANY AUDIT OR INVESTIGATION
INVOLVING THE COMPANY OR ITS BUSINESS PRACTICES; OR (VII) THE EXECUTIVE'S
MATERIAL BREACH OF THIS AGREEMENT.
THE BOARD MUST GIVE THE EXECUTIVE AT LEAST
THIRTY (30) DAYS WRITTEN NOTICE OF ITS INTENT TO TERMINATE HER FOR CAUSE,
SPECIFYING THE ACT(S) OR OMISSION(S) ALLEGED TO JUSTIFY THE FOR CAUSE
TERMINATION, AND AN OPPORTUNITY TO CURE SUCH ACT(S) OR OMISSION(S), WHERE
FEASIBLE, WITHIN THE THIRTY (30) DAY PERIOD.
IN ADDITION, THE EXECUTIVE'S
EMPLOYMENT WILL BE DEEMED TO HAVE TERMINATED FOR CAUSE IF, AFTER THE EXECUTIVE'S
EMPLOYMENT HAS TERMINATED, FACTS AND CIRCUMSTANCES ARE DISCOVERED THAT WOULD
HAVE JUSTIFIED A TERMINATION FOR CAUSE.
FOR PURPOSES OF THIS AGREEMENT, NO ACT
OR FAILURE TO ACT ON THE EXECUTIVE'S PART WILL BE CONSIDERED "KNOWING" OR
"WILLFUL" UNLESS IT IS DONE, OR OMITTED TO BE DONE, BY HER IN BAD FAITH OR
WITHOUT REASONABLE BELIEF THAT HER ACTION OR OMISSION WAS IN THE BEST INTERESTS
OF THE COMPANY.
ANY ACT, OR FAILURE TO ACT, BASED UPON AUTHORITY GIVEN PURSUANT
TO A RESOLUTION DULY OF THE BOARD OR BASED UPON THE ADVICE OF COUNSEL FOR THE
COMPANY WILL BE CONCLUSIVELY PRESUMED TO BE DONE, OR OMITTED TO BE DONE, IN GOOD
FAITH AND IN THE BEST INTERESTS OF THE COMPANY.
IN NO EVENT WILL A TERMINATION
BE DEEMED TO OCCUR FOR "CAUSE" UNLESS SUCH TERMINATION OCCURS WITHIN 90 DAYS
AFTER THE BOARD BECOMES AWARE OF THE CIRCUMSTANCE OR EVENT GIVING RISE THERETO.
(G)
TIMING OF PAYMENTS.
ALL PAYMENTS DESCRIBED ABOVE WILL BE MADE IN
A LUMP SUM CASH PAYMENT AS SOON AS PRACTICABLE (BUT IN NO EVENT MORE THAN 10
DAYS) FOLLOWING THE EXECUTIVE'S TERMINATION OF EMPLOYMENT OR IN THE CASE OF THE
PORTION OF ANY PAYMENT ATTRIBUTABLE TO THE ANNUAL BONUS PURSUANT TO PARAGRAPH
5(D)(I) WITHIN 10 DAYS AFTER THE ANNUAL BONUS IS DETERMINED; PROVIDED THAT THE
PORTION PAYMENTS PURSUANT TO PARAGRAPH 5(D)(I) THAT ARE ATTRIBUTABLE TO SALARY
WILL BE PAID IN EQUAL INSTALLMENTS DURING THE 18 MONTH PERIOD AFTER TERMINATION
IN ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL PRACTICES.
(H)
REMOVAL FROM ANY BOARDS AND POSITIONS.
IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR ANY REASON UNDER THIS AGREEMENT, THIS AGREEMENT
WILL CONSTITUTE HER RESIGNATION FROM (I) IF A MEMBER, THE BOARD OR BOARD OF
DIRECTORS OF ANY AFFILIATE OR ANY OTHER BOARD TO WHICH SHE HAS BEEN APPOINTED OR
NOMINATED BY OR ON BEHALF OF THE COMPANY, (II) ANY POSITION WITH THE COMPANY OR
ANY AFFILIATE, INCLUDING, BUT NOT LIMITED TO, AS AN OFFICER OF THE COMPANY OR
ANY OF ITS AFFILIATES, AND (III) ANY FIDUCIARY POSITIONS WITH RESPECT TO THE
COMPANY'S BENEFIT PLANS.
6.
CHANGE IN CONTROL.
(A)
PAYMENTS AND BENEFITS UPON TERMINATION AFTER A CHANGE IN CONTROL.
IF WITHIN TWO YEARS AFTER A CHANGE IN CONTROL (AS DEFINED BELOW), THE COMPANY
TERMINATES THE EXECUTIVE'S EMPLOYMENT OTHER THAN FOR CAUSE, OR THE EXECUTIVE
VOLUNTARILY TERMINATES HER EMPLOYMENT FOR GOOD REASON, THE COMPANY WILL PROVIDE
THE FOLLOWING PAYMENTS AND BENEFITS TO THE EXECUTIVE, IN LIEU OF THOSE