RESIGNATION OF EMPLOYMENT.
(II)
TERMINATION FOR "GOOD CAUSE" MEANS THE
COMPANY'S TERMINATION OF EXECUTIVE'S EMPLOYMENT BECAUSE OF EXECUTIVE'S:
(A) CONVICTION OF ANY FELONY OR ANY CRIME INVOLVING FRAUD OR DISHONESTY;
(B) PARTICIPATION (WHETHER BY AFFIRMATIVE ACT OR OMISSION) IN A FRAUD, ACT OF
DISHONESTY OR OTHER ACT OF MATERIAL MISCONDUCT AGAINST THE COMPANY;
(C) VIOLATION OF ANY FIDUCIARY DUTY OR DUTY OF LOYALTY OWED TO THE COMPANY;
(D) BREACH IN ANY MATERIAL RESPECT OF ANY CONTRACT BETWEEN EXECUTIVE AND THE
COMPANY, INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT AND THE EMPLOYEE
CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT AND CONFIDENTIAL DISCLOSURE
AGREEMENT (AS HEREINAFTER DEFINED); AND (E) REPEATED VIOLATION OF ANY MATERIAL
COMPANY POLICY.
(III)
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR
GOOD CAUSE WILL BE COMMUNICATED BY DELIVERY TO EXECUTIVE OF A WRITTEN NOTICE
FROM THE COMPANY STATING THAT EXECUTIVE WILL BE TERMINATED FOR GOOD CAUSE,
SPECIFYING THE PARTICULARS THEREOF AND THE EFFECTIVE DATE OF SUCH TERMINATION.
IN THE CASES OF SECTIONS 4.1(II)(C), 4(II)(D) AND 4(II)(E), THE EXECUTIVE SHALL
HAVE THIRTY (30) BUSINESS DAYS FROM THE DATE OF RECEIPT OF SUCH NOTICE TO EFFECT
A CURE OF THE ACTIONS CONSTITUTING GOOD CAUSE, OR TO EFFECT A CURE OF THE
ADVERSE EFFECT SUCH ACTIONS, BUT ONLY IN CIRCUMSTANCES WHERE SUCH CURE OR
CORRECTION IS FEASIBLE.
UPON CURE OR CORRECTION THEREOF BY THE EXECUTIVE TO THE
REASONABLE SATISFACTION OF THE COMPANY, THE ACTION SHALL NO LONGER CONSTITUTE
CAUSE FOR PURPOSES OF THIS AGREEMENT.
THE DATE OF A RESIGNATION BY EXECUTIVE
WILL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF RESIGNATION FROM EXECUTIVE TO
THE COMPANY.
EXECUTIVE WILL PROVIDE AT LEAST 30 DAYS' ADVANCE WRITTEN NOTICE OF
HER RESIGNATION.
4.2
(I)
IF,
PRIOR TO OR AT ANY TIME FOLLOWING THE EXPIRATION OF THE TERM, THE COMPANY
TERMINATES EXECUTIVE'S EMPLOYMENT FOR ANY REASON OTHER THAN "GOOD CAUSE" OR
DISABILITY (SUCH TERMINATION BEING HEREINAFTER REFERRED TO AS A "TERMINATION
WITHOUT CAUSE"), EXECUTIVE WILL BE ENTITLED TO (I) PAYMENT OF HER BASE SALARY
ACCRUED UP TO AND INCLUDING THE DATE OF SUCH TERMINATION WITHOUT CAUSE,
(II) PAYMENT OF ANY UNREIMBURSED EXPENSES, AND (III) SEVERANCE, SUBJECT TO BOTH
EXECUTIVE'S EXECUTION AND DELIVERY OF A RELEASE IN THE FORM THEN DEEMED
APPROPRIATE BY THE COMPANY, AND, IF REQUESTED BY THE COMPANY AT THE TIME OF THE
TERMINATION, THE EXECUTIVE'S AGREEMENT TO PROVIDE CONSULTING SERVICES DURING THE
SEVERANCE
3
PERIOD (AS HEREINAFTER DEFINED) FOR NO ADDITIONAL COMPENSATION, OF
(A) CONTINUATION OF THE BASE SALARY, AT THE RATE IN EFFECT ON THE DATE OF THE
TERMINATION WITHOUT CAUSE, FOR A PERIOD OF NINE (9) MONTHS COMMENCING ON THE
DATE NEXT FOLLOWING THE DATE OF THE TERMINATION WITHOUT CAUSE (THE "SEVERANCE
PERIOD"); PROVIDED, HOWEVER, THAT IF EXECUTIVE OBTAINS NEW EMPLOYMENT DURING THE
SEVERANCE PERIOD, SEVERANCE AMOUNTS DUE UNDER THIS AGREEMENT WILL BE OFFSET BY
ANY AMOUNTS PAID TO EXECUTIVE BY THE SUBSEQUENT EMPLOYER, AND (B) CONTINUED
PARTICIPATION ON THE SAME TERMS AND CONDITIONS AS ARE IN EFFECT IMMEDIATELY
PRIOR TO THE TERMINATION WITHOUT CAUSE IN THE COMPANY'S RETIREMENT, SECTION 125,
HEALTH AND WELFARE BENEFIT