BE DONE, BY THE EXECUTIVE IN BAD FAITH OR WITHOUT REASONABLE BELIEF THAT THE
EXECUTIVE'S ACTION OR OMISSION WAS IN THE BEST INTEREST OF THE COMPANY.
ANY
ACT,
5
OR FAILURE TO ACT, BASED UPON AUTHORITY GIVEN PURSUANT TO A RESOLUTION DULY
ADOPTED BY THE COMPANY'S BOARD OF DIRECTORS OR UPON THE INSTRUCTIONS OF SUCH
BOARD OR BASED UPON THE ADVICE OF COUNSEL FOR THE COMPANY SHALL BE CONCLUSIVELY
PRESUMED TO BE DONE, OR OMITTED TO BE DONE, BY THE EXECUTIVE IN GOOD FAITH AND
IN THE BEST INTEREST OF THE COMPANY.
IN THE EVENT OF TERMINATION BY THE COMPANY
FOR CAUSE, THE COMPANY SHALL PAY ALL SALARY THERETOFORE EARNED AND NOT PAID AND
ANY EARNED AND VESTED BENEFITS, AND SUCH PAYMENTS SHALL BE THE SOLE OBLIGATION
OF THE COMPANY TO EXECUTIVE.
4.4
TERMINATION BY THE COMPANY WITHOUT CAUSE;
TERMINATION BY THE EXECUTIVE FOR GOOD REASON.
IN THE EVENT EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE OR IF EXECUTIVE RESIGNS
FOR GOOD REASON (DEFINED BELOW) IN EITHER CASE EFFECTIVE PRIOR TO THE END OF THE
THEN CURRENT TERM OR ANY THEN CURRENT RENEWAL TERM, EXECUTIVE SHALL RECEIVE ALL
EARNED AND VESTED BENEFITS AND SEVERANCE PROVIDED FOR IN SECTION 3 HEREOF.
FURTHERMORE, IN THE EVENT OF SUCH TERMINATION BY THE COMPANY WITHOUT CAUSE OR A
RESIGNATION BY THE EXECUTIVE FOR GOOD REASON PROVIDED IN THE PREVIOUS SENTENCE,
THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO SEEK OTHER EMPLOYMENT.
HOWEVER,
SHOULD THE EXECUTIVE FIND OTHER EMPLOYMENT, THE COMPANY SHALL CONTINUE TO PAY
SEVERANCE IN ACCORDANCE WITH SECTION 3.6 ABOVE, BUT WELFARE BENEFITS RECEIVED
FROM SUCH EMPLOYMENT DURING THE REMAINDER OF WHAT WOULD OTHERWISE HAVE BEEN THE
THEN CURRENT TERM SHALL BE DEDUCTED FROM AMOUNTS DUE FROM THE COMPANY UNDER THIS
SECTION.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN ANY OF THE
FOLLOWING, WITHOUT EXECUTIVE'S PRIOR CONSENT (1) COMPANY RELOCATING EXECUTIVE
OUTSIDE OF THE WASHINGTON, D.C. METROPOLITAN AREA, (2) ASSIGNMENT OF DUTIES TO
EXECUTIVE THAT ARE NOT SENIOR MANAGEMENT DUTIES WITHOUT EXECUTIVE'S PRIOR
WRITTEN CONSENT, (3) ANY REDUCTION OF BASE SALARY, (4) FAILURE TO PAY THE BASE
SALARY TO EXECUTIVE WHEN DUE, WHICH FAILURE IS NOT CURED WITHIN 3 BUSINESS DAYS
AFTER WRITTEN NOTICE TO COMPANY, (5) REQUIREMENT BY THE COMPANY OF BUSINESS
TRAVEL BY EXECUTIVE MORE THAN 110 DAYS PER YEAR AFTER NOTICE
FROM EXECUTIVE
THAT REQUESTED TRAVEL WOULD EXCEED SUCH LIMIT, (6) CHANGE OF CONTROL (DEFINED
BELOW), OR (7) ANY MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY, WHICH
BREACH IS NOT CURED WITHIN 14 DAYS AFTER WRITTEN NOTICE OF SUCH BREACH.
CHANGE
OF CONTROL MEANS THE
SALE OF A CONTROLLING INTEREST IN IHS TO AN ENTERPRISE OR
GROUP OF RELATED ENTERPRISES (OTHER THAN A PERSON OR ENTITY RELATED TO IHS PRIOR
TO SUCH SALE) NOT REASONABLY SATISFACTORY TO THE EXECUTIVE.
CONTROLLING
INTEREST MEANS OWNERSHIP OF A SUFFICIENT NUMBER OF SHARES TO ELECT A MAJORITY OF
THE BOARD OF DIRECTORS OF IHS.
4.5
DEATH/DISABILITY.
THIS AGREEMENT SHALL
TERMINATE AUTOMATICALLY UPON THE DEATH OF EXECUTIVE.
FOR THE