EXCEED $50,000.00.
1.4
TERM AND TERMINATION.
(A)
DURATION.
THE EMPLOYMENT PERIOD SHALL COMMENCE ON THE EFFECTIVE
DATE AND SHALL TERMINATE THREE (3) YEARS AFTER THE EFFECTIVE DATE (THE "TERM"),
UNLESS EARLIER TERMINATED BY THE COMPANY OR THE EXECUTIVE AS SET FORTH IN THIS
SECTION 1.4.
THE TERM OF THE AGREEMENT SHALL RENEW AUTOMATICALLY FOR ONE-YEAR
PERIODS, UNLESS EITHER PARTY GIVES THE OTHER PARTY WRITTEN NOTICE
3
OF ITS INTENTION NOT TO RENEW THE AGREEMENT NO LATER THAN NINETY (90) DAYS PRIOR
TO THE EXPIRATION OF THE THEN CURRENT TERM. THIS AGREEMENT MAY BE TERMINATED
DURING THE TERM UPON THE FIRST TO OCCUR OF (I) TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY FOR CAUSE, (II) TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY WITHOUT CAUSE, (III) THE EXECUTIVE'S RESIGNATION FOR
GOOD REASON, (IV) THE EXECUTIVE'S RESIGNATION OTHER THAN FOR GOOD REASON, OR (V)
THE EXECUTIVE'S DEATH OR DISABILITY.
THE EXECUTIVE SHALL NOT TERMINATE THE
AGREEMENT WITH OR WITHOUT GOOD REASON, UNLESS SHE GIVES THE COMPANY WRITTEN
NOTICE THAT SHE INTENDS TO TERMINATE THE AGREEMENT AT LEAST NINETY (90) DAYS
PRIOR TO THE EXECUTIVE'S PROPOSED TERMINATION DATE.
UPON TERMINATION OF THIS
AGREEMENT, THE EXECUTIVE SHALL EXECUTE AND DELIVER TO THE COMPANY A RELEASE IN
FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY.
(B)
SEVERANCE UPON TERMINATION WITHOUT CAUSE OR UPON RESIGNATION BY
THE EXECUTIVE FOR GOOD REASON.
IF THE EMPLOYMENT PERIOD IS TERMINATED BY THE
COMPANY WITHOUT CAUSE OR IF THE EXECUTIVE RESIGNS FOR GOOD REASON, SUBJECT TO
THE EXECUTIVE'S CONTINUED PERFORMANCE OF THE TERMS OF THIS AGREEMENT THAT
SURVIVE THE TERMINATION DATE, THE EXECUTIVE WILL BE ENTITLED TO RECEIVE (I) HER
BASE SALARY EQUAL TO TWELVE (12) MONTHS AND (II) IF SUCH TERMINATION OR
RESIGNATION OCCURS BETWEEN SEPTEMBER 1 AND DECEMBER 31 IN A FISCAL YEAR DURING
THE TERM, EXECUTIVE WILL BE ENTITLED TO A PRORATED ANNUAL CASH BONUS BASED ON
THE NUMBER OF DAYS DURING THE RELEVANT FISCAL YEAR THAT PRECEDE THE TERMINATION
DATE (EACH OF (I) AND (II) REFERRED TO AS THE "SEVERANCE PAYMENT").
THE
SEVERANCE PAYMENT SHALL BE PAYABLE TO THE EXECUTIVE IN ACCORDANCE WITH THE
COMPANY'S GENERAL PAYROLL PRACTICES FOR THE PAYMENT OF BASE SALARY AND ANNUAL
CASH BONUS, AS APPLICABLE.
THE EXECUTIVE ALSO SHALL BE ENTITLED TO RECEIVE
PAYMENT FOR ALL REIMBURSABLE EXPENSES OR OTHER ENTITLEMENTS THEN DUE AND OWING
TO THE EXECUTIVE AS OF THE TERMINATION DATE.
IN THE EVENT THAT THE EXECUTIVE
BREACHES HER OBLIGATIONS UNDER SECTION 1.6, 1.7, 1.8 OR 1.9, THE COMPANY'S
OBLIGATION TO MAKE ANY SEVERANCE PAYMENT AND PROVIDE ANY BENEFITS SHALL CEASE AS
OF THE DATE OF SUCH BREACH.
(C)
DEATH AND DISABILITY.
IN THE EVENT OF THE COMPANY TERMINATES THIS
AGREEMENT DUE TO THE DEATH OR DISABILITY OF THE EXECUTIVE, THE EXECUTIVE SHALL
BE ENTITLED TO NO SEVERANCE OR OTHER TERMINATION BENEFITS FROM AND AFTER THE
TERMINATION OF HER EMPLOYMENT, EXCEPT THAT THE EXECUTIVE OR HER ESTATE SHALL BE
ENTITLED TO THE SEVERANCE PAYMENT AS PROVIDED IN SECTION 1.4(B) HEREOF.
ANY
OTHER RIGHTS AND BENEFITS THE EXECUTIVE MAY