IS DESIGNATED TO HER
ESTATE.
(B)
RELEASE. THE OBLIGATION OF THE CORPORATION
TO PROVIDE THE SALARY CONTINUATION AND OTHER BENEFITS DESCRIBED IN SUBPARAGRAPH
(A) ABOVE IS CONTINGENT UPON AND SUBJECT TO THE
4
EXECUTION AND DELIVERY BY MASKAL OF A GENERAL RELEASE, IN FORM AND SUBSTANCE
SATISFACTORY TO MASKAL AND THE CORPORATION.
THE CORPORATION WILL PROVIDE MASKAL
WITH A COPY OF A GENERAL RELEASE SATISFACTORY TO THE CORPORATION SIMULTANEOUSLY
WITH OR AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE DELIVERY OF THE
NOTICE OF TERMINATION PROVIDED IN SECTION 7(A), OR AT OR AS SOON AS
ADMINISTRATIVELY PRACTICABLE FOLLOWING THE EXPIRATION OF THE CORPORATION'S RIGHT
TO CURE PROVIDED IN SECTION 7(D) OR SECTION 9, BUT NOT LATER THAN TWENTY-ONE
(21) DAYS BEFORE THE DATE PAYMENTS ARE REQUIRED TO BE BEGIN UNDER SECTION 7(A).
MASKAL SHALL DELIVER THE EXECUTED RELEASE TO THE CORPORATION EIGHT DAYS BEFORE
THE DATE PAYMENTS ARE REQUIRED TO BEGIN UNDER SECTION 7(A).
WITHOUT LIMITING THE FOREGOING, SUCH GENERAL RELEASE SHALL PROVIDE THAT FOR AND
IN CONSIDERATION OF THE ABOVE SALARY CONTINUATION AND OTHER BENEFITS, MASKAL
RELEASES AND GIVES UP ANY AND ALL CLAIMS AND RIGHTS ENSUING FROM HER EMPLOYMENT
AND TERMINATION WITH THE CORPORATION, WHICH SHE MAY HAVE AGAINST THE
CORPORATION, A SUBSIDIARY OR OTHER AFFILIATE, THEIR RESPECTIVE TRUSTEES,
OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATED TO HER
EMPLOYMENT AND/OR TERMINATION.
THIS RELEASES ALL CLAIMS, WHETHER BASED UPON
FEDERAL, STATE, LOCAL OR COMMON LAW, RULES OR REGULATIONS.
SUCH RELEASE SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
(C)
VOLUNTARY TERMINATION.
SHOULD MASKAL IN
HER DISCRETION ELECT TO TERMINATE THIS AGREEMENT, SHE SHALL GIVE THE CORPORATION
AT LEAST SIXTY (60) DAYS PRIOR WRITTEN NOTICE OF HER DECISION TO TERMINATE.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AT THE END OF THE SIXTY (60) DAY
NOTICE PERIOD, ALL RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES TO THE
AGREEMENT SHALL CEASE, EXCEPT FOR ANY AND ALL ACCRUED AND VESTED BENEFITS UNDER
THE CORPORATION'S EXISTING EMPLOYMENT AND BENEFIT POLICIES, INCLUDING BUT NOT
LIMITED TO, UNPAID INCENTIVE COMPENSATION AWARDS EARNED UNDER THE ANNUAL BONUS
PLAN OR ANY OTHER INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE
PERIODS. AT ANY TIME DURING THE SIXTY (60) DAY NOTICE PERIOD, THE CORPORATION
MAY PAY MASKAL FOR THE COMPENSATION OWED FOR SAID NOTICE PERIOD AND IN ANY SUCH
EVENT MASKAL'S EMPLOYMENT TERMINATION SHALL BE EFFECTIVE AS OF THE DATE OF THE
PAYMENT.
(D)
ALTERATION OF DUTIES.
IF THE BOARD OF
DIRECTORS OF THE CORPORATION OR THE CHIEF EXECUTIVE OFFICER, IN EITHER OF THEIR
SOLE DISCRETION, TAKES ACTION WHICH SUBSTANTIALLY CHANGES OR ALTERS MASKAL'S
AUTHORITY OR DUTIES SO AS TO EFFECTIVELY PREVENT HER FROM PERFORMING THE DUTIES
OF THE EXECUTIVE VICE PRESIDENT OF SALES AND MARKETING AS DEFINED IN THIS
AGREEMENT, OR REQUIRES THAT HER OFFICE BE LOCATED AT AND/OR PRINCIPAL DUTIES BE
PERFORMED AT A LOCATION MORE THAN FORTY-FIVE (45) MILES FROM THE PRESENT
CORPORATION OFFICE LOCATED IN PARSIPPANY, NEW JERSEY, THEN MASKAL MAY, AT HER
OPTION AND UPON WRITTEN NOTICE TO THE BOARD OF