AND TO THE RIGHT OF THE COMPANY TO MAKE
CHANGES IN SUCH PLANS FROM TIME TO TIME.
4.
BUSINESS EXPENSES.
DURING THE TERM OF THE EXECUTIVE'S
EMPLOYMENT, THE EXECUTIVE SHALL BE AUTHORIZED TO INCUR NECESSARY AND REASONABLE
TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES IN CONNECTION WITH HER DUTIES
HEREUNDER.
THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR SUCH EXPENSES UPON
PRESENTATION OF AN ITEMIZED ACCOUNT AND APPROPRIATE SUPPORTING DOCUMENTATION,
ALL IN ACCORDANCE WITH THE COMPANY'S GENERALLY APPLICABLE POLICIES.
5.
TERM OF EMPLOYMENT.
(A)
BASIC RULE.
THE COMPANY AGREES TO CONTINUE THE EXECUTIVE'S
EMPLOYMENT, AND THE EXECUTIVE AGREES TO REMAIN IN EMPLOYMENT WITH THE COMPANY,
FROM THE COMMENCEMENT DATE SET FORTH IN SECTION 1(D) UNTIL THE DATE WHEN THE
EXECUTIVE'S EMPLOYMENT TERMINATES PURSUANT TO SUBSECTION (B) BELOW.
THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL BE "AT WILL," AND EITHER THE
EXECUTIVE OR THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME,
FOR ANY REASON, WITH OR WITHOUT CAUSE.
ANY CONTRARY REPRESENTATIONS, WHICH MAY
HAVE BEEN MADE TO THE EXECUTIVE SHALL BE SUPERSEDED BY THIS AGREEMENT.
THIS
AGREEMENT SHALL CONSTITUTE THE FULL AND COMPLETE AGREEMENT BETWEEN THE EXECUTIVE
AND THE COMPANY ON THE "AT WILL" NATURE OF THE EXECUTIVE'S EMPLOYMENT, WHICH MAY
ONLY BE CHANGED IN AN EXPRESS WRITTEN AGREEMENT SIGNED BY THE EXECUTIVE AND A
DULY AUTHORIZED OFFICER OF THE COMPANY.
(B)
TERMINATION.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT
AT ANY TIME AND FOR ANY REASON (OR NO REASON), AND WITH OR WITHOUT CAUSE, BY
GIVING THE EXECUTIVE NOTICE IN WRITING.
THE EXECUTIVE MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT BY GIVING THE COMPANY FOURTEEN (14) DAYS ADVANCE NOTICE
IN WRITING. THE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AUTOMATICALLY IN THE
EVENT OF EXECUTIVE'S DEATH OR PERMANENT DISABILITY.
FOR PURPOSES OF THIS
AGREEMENT, "PERMANENT DISABILITY" SHALL MEAN THAT THE EXECUTIVE HAS BECOME SO
PHYSICALLY OR MENTALLY DISABLED AS TO BE INCAPABLE OF SATISFACTORILY PERFORMING
THE ESSENTIAL FUNCTIONS OF EXECUTIVE'S POSITION AND DUTIES UNDER THIS AGREEMENT
FOR A PERIOD OF ONE HUNDRED EIGHTY (180) CONSECUTIVE CALENDAR DAYS.
(C)
RIGHTS UPON TERMINATION.
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 6, UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS
SECTION 5, THE EXECUTIVE SHALL ONLY BE ENTITLED TO THE COMPENSATION, BENEFITS
AND REIMBURSEMENTS DESCRIBED IN SECTIONS 2, 3 AND 4 FOR THE PERIOD PRECEDING THE
EFFECTIVE DATE OF THE TERMINATION.
THE PAYMENTS UNDER THIS AGREEMENT SHALL
FULLY DISCHARGE ALL RESPONSIBILITIES OF THE COMPANY TO THE EXECUTIVE.
(D)
TERMINATION OF AGREEMENT.
THE TERMINATION OF THIS AGREEMENT SHALL
NOT LIMIT OR OTHERWISE AFFECT ANY OF THE EXECUTIVE'S OBLIGATIONS UNDER
SECTION 7.
6.
TERMINATION BENEFITS.
(A)
GENERAL RELEASE AGREEMENT.
ANY OTHER PROVISION OF THIS AGREEMENT
NOTWITHSTANDING, SUBSECTIONS (B), (C) OR (D) BELOW SHALL NOT APPLY UNLESS THE
EXECUTIVE (I) HAS, WITHIN THE TIME PRESCRIBED BY THE COMPANY, EXECUTED A GENERAL
RELEASE AGREEMENT IN A FORM PRESCRIBED BY THE COMPANY BY WHICH THE EXECUTIVE
WAIVES AND RELEASES WITH IRREVOCABLE EFFECT ALL KNOWN AND UNKNOWN CLAIMS THAT
THE EXECUTIVE MAY THEN HAVE AGAINST THE COMPANY OR PERSONS AFFILIATED WITH THE