OF EXECUTIVE'S BASE SALARY, GUARANTEED BONUS OR
ANNUAL BONUS OPPORTUNITY; (E) THE TRANSFER OR RELOCATION OF EXECUTIVE'S
PRINCIPAL PLACE OF EMPLOYMENT TO A LOCATION FURTHER IN MILES AND/OR TRAVEL TIME
FROM NEW YORK, NEW YORK THAN IS PLEASANTVILLE, NEW YORK; (F) ANY FAILURE TO
RE-ELECT EXECUTIVE TO THE BOARD IF THE COMPANY IS NOT PUBLIC, OR TO NOMINATE
EXECUTIVE FOR ELECTION TO THE BOARD IF THE COMPANY IS PUBLIC, OR THE REMOVAL OF
EXECUTIVE FROM THE BOARD OTHER THAN FOR CAUSE IN ACCORDANCE WITH THE COMPANY'S
BY-LAWS OR IN CONNECTION WITH A TERMINATION FOR "CAUSE" UNDER THE TERMS OF THIS
AGREEMENT; OR (G) THE FAILURE OF THE COMPANY TO OBTAIN THE ASSUMPTION OF THIS
AGREEMENT BY ANY PERSON, FIRM, CORPORATION OR OTHER BUSINESS ENTITY WHICH AT ANY
TIME, WHETHER BY PURCHASE, MERGER OR OTHERWISE, DIRECTLY OR INDIRECTLY ACQUIRES
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE COMPANY AND THE
FAILURE TO DELIVER A COPY OF THE DOCUMENT EFFECTING SUCH ASSUMPTION TO THE
EXECUTIVE UPON EXECUTIVE'S WRITTEN REQUEST.
(C)
BY THE COMPANY OTHER THAN FOR CAUSE OR BY EXECUTIVE FOR GOOD REASON. THE
COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER OTHER THAN FOR CAUSE (AND
OTHER
6
THAN DUE TO DISABILITY) AT ANY TIME UPON THIRTY (30) DAYS' ADVANCE WRITTEN
NOTICE TO EXECUTIVE AND EXECUTIVE MAY TERMINATE HER EMPLOYMENT HEREUNDER AT ANY
TIME UPON THIRTY (30) DAYS' ADVANCE WRITTEN NOTICE TO THE COMPANY. IN THE EVENT
OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER BY THE COMPANY OTHER THAN
FOR CAUSE OR BY EXECUTIVE FOR GOOD REASON, EXECUTIVE SHALL BE ENTITLED TO HER
ACCRUED RIGHTS (PAYABLE ON THEIR NORMAL PAYMENT DATES; PROVIDED THAT ACCRUED BUT
UNUSED VACATION TIME SHALL BE PAID WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF
TERMINATION OF EXECUTIVE'S EMPLOYMENT) PLUS THE FOLLOWING BENEFITS
(COLLECTIVELY, THE "SEPARATION BENEFITS"):
(I) A SEVERANCE PAYMENT EQUAL TO TWO
TIMES THE SUM OF (A) EXECUTIVE'S THEN CURRENT BASE SALARY AND (B) THE GUARANTEED
BONUS, WHICH AMOUNT SHALL BE PAID, SUBJECT TO THE PROVISIONS OF SECTION 16
HEREOF, IN A LUMP-SUM ON THE 53RD DAY FOLLOWING THE DATE OF TERMINATION; (II) A
PRO-RATA BONUS, PAYABLE AT SUCH TIME AS ANNUAL BONUSES ARE ORDINARILY PAID TO
OTHER SENIOR EXECUTIVES OF THE COMPANY IN RESPECT OF THE FISCAL YEAR IN WHICH
EXECUTIVE'S TERMINATION OCCURS, BUT IN NO EVENT LATER THAN THE END OF THE
CALENDAR YEAR IN WHICH SUCH FISCAL YEAR ENDS; (III) CONTINUATION OF ANY FULLY
INSURED HEALTH, DENTAL AND VISION INSURANCE BENEFITS AND ANY LIFE INSURANCE
BENEFITS FOR EXECUTIVE AND HER DEPENDENTS, FOR TWELVE (12) MONTHS FOLLOWING
TERMINATION OF EMPLOYMENT (AT A COST NO LESS FAVORABLE THAN THAT APPLICABLE TO
OTHER PARTICIPANTS IN THE COMPANY'S BENEFIT PLANS DURING SUCH TIME);
(IV) SUBJECT TO THE PROVISIONS OF SECTION 16 HEREOF, MONTHLY PAYMENTS TO
EXECUTIVE OF THE DIFFERENCE BETWEEN EXECUTIVE'S SHARE OF THE MONTHLY COBRA
PREMIUMS FOR ANY FULLY OR PARTIALLY SELF-FUNDED HEALTH, DENTAL AND VISION PLAN
COVERAGE PROVIDED BY THE COMPANY AND THE ACTIVE EMPLOYEE MONTHLY CONTRIBUTION
THEREFOR, FOR TWELVE (12) MONTHS