OF BENEFITS UNDER THE COMPANY'S EXECUTIVE BENEFIT PLANS, AND (B) THE VESTING OF
ANY OUTSTANDING STOCK OPTIONS, RESTRICTED STOCK OR OTHER EQUITY-BASED
COMPENSATION AWARDS.
Prior to receiving any payment, coverage or benefit as provided in this
paragraph 5(d), the Executive will execute and deliver to the Company a valid
General Release Agreement in the form prepared by the Company.
For purposes of
this Agreement, delivery of a notice of non-renewal of the Term by the Company
will be considered a termination without Cause effective as of the date that the
Term expires as a result of the notice of non-renewal.
(E)
GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" WILL
MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING WITHOUT THE EXECUTIVE'S CONSENT:
(I) A MATERIAL REDUCTION OR A MATERIAL ADVERSE ALTERATION IN THE NATURE OF THE
EXECUTIVE'S POSITION, RESPONSIBILITIES OR AUTHORITIES OR THE ASSIGNING DUTIES TO
THE EXECUTIVE THAT ARE MATERIALLY INCONSISTENT WITH THOSE OF THE POSITION OF
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FOR SIMILAR COMPANIES IN
SIMILAR INDUSTRIES (EXCEPT TO THE EXTENT THE COMPANY PROMOTES THE EXECUTIVE TO A
HIGHER EXECUTIVE POSITION); (II) THE EXECUTIVE'S BECOMING THE HOLDER OF A LESSER
OFFICE OR TITLE THAN THAT PREVIOUSLY HELD OR REQUIRING THE EXECUTIVE TO REPORT
TO OTHER THAN THE COMPANY'S CHIEF EXECUTIVE OFFICER; (III) ANY MATERIAL BREACH
OF THIS AGREEMENT BY THE COMPANY WHICH CAUSES AN ADVERSE CHANGE TO THE TERMS AND
CONDITIONS OF THE EXECUTIVE'S EMPLOYMENT; (IV) THE COMPANY REQUIRES THE
EXECUTIVE TO RELOCATE HER PRINCIPAL BUSINESS OFFICE TO A LOCATION NOT WITHIN
FIFTY (50) MILES OF THE COMPANY'S PRINCIPAL BUSINESS OFFICE LOCATED IN OAK
BROOK, ILLINOIS; OR (V) ANY REDUCTION IN THE AGGREGATE OF THE EXECUTIVE'S BONUS
OPPORTUNITY, SALARY AND BENEFITS, OTHER THAN A REDUCTION IN BONUS OPPORTUNITY OR
BENEFITS GENERALLY APPLICABLE TO EXECUTIVE EMPLOYEES.
IN NO EVENT WILL A
RESIGNATION BE DEEMED TO OCCUR FOR "GOOD REASON" UNLESS THE EXECUTIVE PROVIDES
NOTICE TO THE COMPANY, AND SUCH RESIGNATION OCCURS, WITHIN 90 DAYS AFTER THE
EVENT OR CONDITION GIVING RISE THERETO.
UPON RECEIVING NOTICE FROM THE
EXECUTIVE, THE COMPANY SHALL HAVE A PERIOD OF THIRTY (30) DAYS DURING WHICH IT
MAY REMEDY THE EVENT OR CONDITION.
(F)
CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" WILL MEAN:
(I)
THE EXECUTIVE'S WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM HER
MATERIAL DUTIES AS AN EXECUTIVE OF THE COMPANY (OTHER THAN ANY SUCH FAILURE
RESULTING FROM INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS) AFTER A WRITTEN
DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE EXECUTIVE BY THE BOARD,
(II) THE EXECUTIVE'S WILLFUL MISCONDUCT, WHICH IS
5
DEMONSTRABLY AND MATERIALLY INJURIOUS TO THE COMPANY, MONETARILY OR OTHERWISE,
(III) THE EXECUTIVE'S ENGAGING IN EGREGIOUS MISCONDUCT INVOLVING SERIOUS MORAL
TURPITUDE TO THE EXTENT THAT HER CREDITABILITY AND REPUTATION NO LONGER CONFORMS
TO THE STANDARD OF SENIOR EXECUTIVE OFFICERS OF THE COMPANY (IV) THE EXECUTIVE'S
CONVICTION OF, OR PLEA OF GUILTY OR NOLO CONTENDERE TO, A FELONY, (V) THE
EXECUTIVE'S MATERIAL BREACH OF A MATERIAL WRITTEN POLICY OF THE COMPANY, (VI)
THE