LIMITING THE FOREGOING, SUCH GENERAL RELEASE SHALL PROVIDE THAT FOR AND
IN CONSIDERATION OF THE ABOVE SALARY CONTINUATION AND OTHER BENEFITS, MASKAL
RELEASES AND GIVES UP ANY AND ALL CLAIMS AND RIGHTS ENSUING FROM HER EMPLOYMENT
AND TERMINATION WITH THE CORPORATION, WHICH SHE MAY HAVE AGAINST THE
CORPORATION, A SUBSIDIARY OR OTHER AFFILIATE, THEIR RESPECTIVE TRUSTEES,
OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATED TO HER
EMPLOYMENT AND/OR TERMINATION.
THIS RELEASES ALL CLAIMS, WHETHER BASED UPON
4
FEDERAL, STATE, LOCAL OR COMMON LAW, RULES OR REGULATIONS.
SUCH RELEASE SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
(C)
VOLUNTARY TERMINATION.
SHOULD MASKAL IN HER DISCRETION ELECT TO
TERMINATE THIS AGREEMENT, SHE SHALL GIVE THE CORPORATION AT LEAST SIXTY (60)
DAYS PRIOR WRITTEN NOTICE OF HER DECISION TO TERMINATE. EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, AT THE END OF THE SIXTY (60) DAY NOTICE PERIOD, ALL
RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES TO THE AGREEMENT SHALL CEASE,
EXCEPT FOR ANY AND ALL ACCRUED AND VESTED BENEFITS UNDER THE CORPORATION'S
EXISTING EMPLOYMENT AND BENEFIT POLICIES, INCLUDING BUT NOT LIMITED TO, UNPAID
INCENTIVE COMPENSATION AWARDS EARNED UNDER THE INCENTIVE COMPENSATION PLAN FOR
ANY COMPLETED PERFORMANCE PERIODS. AT ANY TIME DURING THE SIXTY (60) DAY NOTICE
PERIOD, THE CORPORATION MAY PAY MASKAL FOR THE COMPENSATION OWED FOR SAID NOTICE
PERIOD AND IN ANY SUCH EVENT MASKAL'S EMPLOYMENT TERMINATION SHALL BE EFFECTIVE
AS OF THE DATE OF THE PAYMENT.
(D)
GOOD REASON. IF (I) THE BOARD OF DIRECTORS OF THE CORPORATION OR
THE CHIEF EXECUTIVE OFFICER, IN EITHER OF THEIR SOLE DISCRETION, TAKES ACTION
WHICH SUBSTANTIALLY CHANGES OR ALTERS MASKAL'S AUTHORITY OR DUTIES SO AS TO
EFFECTIVELY PREVENT HER FROM PERFORMING THE DUTIES OF THE EXECUTIVE VICE
PRESIDENT OF SALES AS DEFINED IN THIS AGREEMENT, OR REQUIRES THAT HER OFFICE BE
LOCATED AT AND/OR PRINCIPAL DUTIES BE PERFORMED AT A LOCATION MORE THAN
FORTY-FIVE (45) MILES FROM THE PRESENT CORPORATION OFFICES LOCATED IN
PARSIPPANY, NEW JERSEY, OR (II) THE CORPORATION MATERIALLY BREACHES ANY OF THE
TERMS OF THIS AGREEMENT, THEN MASKAL MAY, AT HER OPTION AND UPON WRITTEN NOTICE
TO THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER WITHIN THIRTY (30)
DAYS AFTER THE BOARD'S OR CHIEF EXECUTIVE OFFICER'S ACTION OR SUCH MATERIAL
BREACH, CONSIDER HERSELF TERMINATED WITHOUT CAUSE AND, SUBJECT TO PARAGRAPH 9 OF
THIS AGREEMENT, SHALL BE ENTITLED TO THE BENEFITS SET FORTH IN SUBPARAGRAPH
7(A), UNLESS WITHIN FIFTEEN (15) DAYS AFTER DELIVERY OF SUCH NOTICE, MASKAL'S
DUTIES HAVE BEEN RESTORED, THE OFFICE WHERE HER PRINCIPAL DUTIES ARE TO BE
PERFORMED IS RESTORED TO WITHIN FORTY-FIVE (45) MILES FROM THE PRESENT
CORPORATION OFFICES IN PARSIPPANY, NEW JERSEY, OR SUCH MATERIAL BREACH HAS BEEN
CURED, AS APPLICABLE.
(E)
DISABILITY.
(I)
THE CORPORATION, IN ITS SOLE DISCRETION, MAY TERMINATE MASKAL'S
EMPLOYMENT UPON HER TOTAL DISABILITY. IN THE EVENT SHE IS TERMINATED PURSUANT TO
THIS SUBPARAGRAPH, SHE SHALL BE ENTITLED TO THE BENEFITS SET FORTH IN
SUBPARAGRAPH 7(A), PROVIDED HOWEVER, THAT THE ANNUAL BASE SALARY COMPONENT OF
SALARY CONTINUATION SHALL BE