time during the Severance Period, the Company shall be entitled to
immediately cease the payment of the Installment Severance Payments, the
Company's severance obligation shall terminate and expire, and the Company shall
have no further obligations hereunder from and after the date of such other
employment or violation and shall have all other rights and remedies available
under this Agreement or any other agreement and at law or in equity.
4
C.
VOLUNTARY TERMINATION BY EMPLOYEE.
IN THE EVENT THAT EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY IS VOLUNTARILY TERMINATED BY EMPLOYEE FOR ANY
REASON, THE COMPANY SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER FROM AND AFTER
THE DATE OF SUCH TERMINATION AND SHALL HAVE ALL OTHER RIGHTS AND REMEDIES
AVAILABLE UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT AND AT LAW OR IN EQUITY.
D.
TERMINATION UPON DEATH.
IN THE EVENT THAT EMPLOYEE SHALL DIE
DURING HER EMPLOYMENT BY THE COMPANY, THE COMPANY SHALL PAY TO EMPLOYEE'S ESTATE
ANY COMPENSATION DUE THAT WOULD OTHERWISE HAVE BEEN PAYABLE THROUGH THE DATE OF
DEATH.
E.
TERMINATION UPON DISABILITY.
IN THE EVENT THAT EMPLOYEE SHALL
BECOME DISABLED DURING HER EMPLOYMENT BY THE COMPANY, EMPLOYEE'S EMPLOYMENT
HEREUNDER SHALL TERMINATE AND THE COMPANY SHALL PROVIDE EMPLOYEE WITH SEVERANCE
PAYMENTS EQUAL TO THREE (3) MONTHS' SALARY (BASED ON EMPLOYEE'S MONTHLY SALARY
ON THE DATE OF TERMINATION), LESS APPLICABLE TAXES.
SUCH SEVERANCE PAYMENTS
SHALL BE PAID BI-WEEKLY OVER A PERIOD OF THREE MONTHS IN ACCORDANCE WITH THE
COMPANY'S NORMAL PAYROLL PRACTICES AND SCHEDULE.
FOR PURPOSES OF THIS
AGREEMENT, EMPLOYEE SHALL BECOME "DISABLED" IF SHE SHALL BECOME, BECAUSE OF
ILLNESS OR INCAPACITY, UNABLE TO PERFORM THE ESSENTIAL FUNCTIONS OF HER JOB
UNDER THIS AGREEMENT WITH OR WITHOUT REASONABLE ACCOMMODATION FOR A CONTINUOUS
PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS DURING THE EMPLOYMENT PERIOD.
IN
ADDITION, SHE SHALL BE CONCLUSIVELY DEEMED TO BE DISABLED IF SHE IS DETERMINED
ELIGIBLE TO RECEIVE DISABILITY BENEFITS FROM:
(I)
ANY POLICY OF DISABILITY INSURANCE
ISSUED BY A COMMERCIAL INSURER; OR
(II)
A WAIVER OF PREMIUM BENEFIT FORMING A PART
OF ANY POLICY OF LIFE INSURANCE; OR
(III)
SOCIAL SECURITY.
IF THERE IS A DISPUTE REGARDING THE EXISTENCE OR CONTINUATION OF A DISABILITY,
THE COMPANY MAY REQUIRE THE EMPLOYEE TO SUBMIT TO AN EXAMINATION BY A MEDICAL
DOCTOR LICENSED TO PRACTICE MEDICINE AT SUCH REASONABLE TIMES AS IT MAY REQUIRE
BUT NOT MORE FREQUENTLY THAN ONCE IN ANY 120 DAY PERIOD.
THE COMPANY SHALL PAY
FOR SUCH EXAMINATIONS.
5
6.
CHANGE OF CONTROL.
a.
For purposes of this Agreement, a "Change in Control" of the
Company shall be deemed to have occurred at such time as:
I.
ANY "PERSON" (AS THE TERM IS USED IN SECTIONS 13(D) AND 14(D) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")) IS OR
BECOMES THE "BENEFICIAL OWNER" (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE
ACT), DIRECTLY OR INDIRECTLY, OF VOTING SECURITIES OF THE COMPANY REPRESENTING
MORE THAN 50% OF THE COMPANY'S OUTSTANDING VOTING SECURITIES OR RIGHTS TO
ACQUIRE SUCH SECURITIES EXCEPT FOR ANY