AT LEAST 100%
OF ANNUAL BASE SALARY (UNLESS EXECUTIVE CONSENTS OTHERWISE, TO BE PAID NO LATER
THAN THE END OF THE FIRST CALENDAR QUARTER AFTER THE YEAR WITH RESPECT TO WHICH
SUCH BONUS RELATES); OR
(E)
THE RELOCATION BY THE COMPANY OF EXECUTIVE'S PRINCIPAL WORKPLACE LOCATION
MORE THAN 50 MILES FROM THE WORKPLACE LOCATION PRINCIPALLY USED BY EXECUTIVE AS
OF THE DATE HEREOF, WHICH THE PARTIES AGREE IS, AS OF THE DATE HEREOF, THE
COMPANY'S FACILITY LOCATED AT 4221 WEST JOHN CARPENTER FREEWAY, IRVING, TEXAS
75063.
Executive must provide Notice of Termination of employment within
one-hundred-eighty (180) days following Executive's knowledge of an event or
facts constituting Good Reason (or the last of such events or facts if
cumulative) or such event or facts shall not constitute Good Reason under this
Agreement.
(G)
"NON-QUALIFYING TERMINATION" MEANS A TERMINATION OF EXECUTIVE'S EMPLOYMENT
UNDER ANY CIRCUMSTANCES NOT QUALIFYING AS A QUALIFYING TERMINATION, INCLUDING
WITHOUT LIMITATION ANY TERMINATION BY THE COMPANY FOR CAUSE, ANY TERMINATION BY
EXECUTIVE WITHOUT GOOD REASON OR FOR NO REASON AT ALL OR ANY TERMINATION ON
ACCOUNT OF DEATH, DISABILITY OR RETIREMENT.
(H)
"NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE OF TERMINATION OF
EMPLOYMENT GIVEN BY ONE PARTY TO THE OTHER PARTY PURSUANT TO SECTION 15(B).
(I)
"QUALIFYING TERMINATION" MEANS A TERMINATION OF EXECUTIVE'S EMPLOYMENT
(I) BY THE COMPANY OTHER THAN FOR CAUSE, OR (II) BY EXECUTIVE FOR GOOD REASON.
TERMINATION OF
3
EXECUTIVE'S EMPLOYMENT ON ACCOUNT OF DEATH, DISABILITY OR RETIREMENT SHALL NOT
BE TREATED AS A QUALIFYING TERMINATION.
(J)
"RETIREMENT" MEANS EXECUTIVE'S TERMINATION OF HER EMPLOYMENT ON OR AFTER
HER ATTAINMENT OF AGE 65.
(K)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY IN WHICH THE COMPANY
HAS A DIRECT OR INDIRECT OWNERSHIP INTEREST OF 50% OR MORE OF THE TOTAL COMBINED
VOTING POWER OF THE THEN OUTSTANDING SECURITIES OR INTERESTS OF SUCH CORPORATION
OR OTHER ENTITY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OR IN
WHICH THE COMPANY HAS THE RIGHT TO RECEIVE 50% OR MORE OF THE DISTRIBUTION OF
PROFITS OR 50% OR MORE OF THE ASSETS UPON LIQUIDATION OR DISSOLUTION.
2.
EMPLOYMENT AND DUTIES.
(A)
TERM OF EMPLOYMENT.
THE COMPANY AGREES TO EMPLOY EXECUTIVE, AND EXECUTIVE
AGREES TO ENTER INTO EMPLOYMENT WITH THE COMPANY, IN ACCORDANCE WITH THE TERMS
AND PROVISIONS OF THIS AGREEMENT, FOR THE TERM OF THIS AGREEMENT.
UPON
TERMINATION OF EXECUTIVE'S EMPLOYMENT (REGARDLESS OF WHETHER SUCH TERMINATION
CONSTITUTES A QUALIFYING TERMINATION OR NON-QUALIFYING TERMINATION), EXECUTIVE
SHALL BE RELIEVED OF ANY OBLIGATION TO CONTINUE TO PERFORM THE DUTIES DESCRIBED
IN SECTION 2(B) EFFECTIVE AS OF THE DATE OF TERMINATION.
THE TERMINATION OF THE
EMPLOYMENT RELATIONSHIP BY EITHER PARTY FOR ANY REASON OR FOR NO REASON AT ALL
SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT, BUT CERTAIN OBLIGATIONS AND
BENEFITS SHALL SURVIVE SUCH TERMINATION OF EMPLOYMENT AS SET FORTH IN
SECTION 18.
(B)
DUTIES.
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT,
EXECUTIVE SHALL SERVE AS EXECUTIVE VICE PRESIDENT AND CHIEF MARKETING OFFICER OF
THE COMPANY.
EXECUTIVE SHALL DEVOTE