AND DILIGENT PERFORMANCE OF HER SERVICES
TO THE COMPANY AND ITS AFFILIATES.
ARTICLE II
TERM
2.1
TERM.
THE TERM OF EMPLOYMENT UNDER THIS
AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL LAST THROUGH AND
INCLUDING DECEMBER 31, 2009 (THE "EMPLOYMENT TERM") EXCEPT AS THIS AGREEMENT MAY
BE TERMINATED AS PROVIDED IN SECTION 2.2.
2.2
TERMINATION.
THE EMPLOYMENT TERM AND
EMPLOYMENT OF EXECUTIVE MAY BE TERMINATED AS FOLLOWS:
(A)
BY THE COMPANY IMMEDIATELY FOR CAUSE (AS
HEREINAFTER DEFINED).
(B)
BY THE COMPANY IMMEDIATELY WITHOUT CAUSE.
(C)
AUTOMATICALLY, WITHOUT THE ACTION OF EITHER
PARTY, UPON THE DEATH OF EXECUTIVE.
(D)
BY EITHER PARTY UPON A DETERMINATION OF
TOTAL DISABILITY (AS HEREINAFTER DEFINED) OF EXECUTIVE.
(E)
VOLUNTARILY BY EXECUTIVE.
(F)
BY EXECUTIVE, IMMEDIATELY FOR GOOD REASON
(AS HEREINAFTER DEFINED).
(G)
ON EXPIRATION OF THE EMPLOYMENT TERM IF NOT
EXTENDED BY THE MUTUAL CONSENT OF THE COMPANY AND EXECUTIVE.
2
2.3
DEFINITIONS OF "CAUSE," "TOTAL DISABILITY,"
GOOD REASON" AND "CHANGE OF CONTROL."
(A)
FOR THE PURPOSE OF THIS AGREEMENT, "CAUSE"
SHALL MEAN:
(I) CONDUCT AMOUNTING TO FRAUD, EMBEZZLEMENT, DISLOYALTY OR ILLEGAL
MISCONDUCT IN CONNECTION WITH EXECUTIVE'S DUTIES UNDER THIS AGREEMENT AND AS AN
EMPLOYEE OF THE COMPANY; (II) CONDUCT THAT THE COMPANY REASONABLY BELIEVES HAS
BROUGHT THE COMPANY INTO SUBSTANTIAL PUBLIC DISGRACE OR DISREPUTE; (III) FAILURE
TO PERFORM HER DUTIES HEREUNDER AS REASONABLY DIRECTED BY THE COMPANY AFTER
PROVIDING WRITTEN NOTICE OF THE FAILURE TO EXECUTIVE AND EXECUTIVE HAS FAILED TO
CURE WITHIN TEN (10) DAYS OF RECEIVING NOTICE; (IV) GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT BY THE EXECUTIVE WITH RESPECT TO THE COMPANY, ITS CLIENTS, ITS
EMPLOYEES AND ITS ACTIVITIES; OR (V) MATERIAL BREACH BY THE EXECUTIVE OF THIS
AGREEMENT OR ANY OTHER AGREEMENT TO WHICH EXECUTIVE AND THE COMPANY ARE A PARTY
OR ANY MATERIAL BREACH BY THE EXECUTIVE OF ANY WRITTEN POLICY ADOPTED BY THE
COMPANY CONCERNING CONFLICTS OF INTEREST, STANDARDS OF BUSINESS CONDUCT OR FAIR
EMPLOYMENT PRACTICES AND ANY OTHER SIMILAR MATTER, PROVIDED THAT THE COMPANY HAS
PROVIDED WRITTEN NOTICE OF THE BREACH TO EXECUTIVE AND EXECUTIVE HAS FAILED TO
CURE THE BREACH WITHIN TEN (10) DAYS OF RECEIVING NOTICE.
(B)
FOR PURPOSES OF THIS AGREEMENT, EXECUTIVE
SHALL BE DETERMINED TO HAVE A "TOTAL DISABILITY" UPON THE DETERMINATION OF A
PHYSICIAN, ACCEPTABLE TO THE COMPANY AND EXECUTIVE THAT EXECUTIVE IS UNABLE, BY
REASON OF ACCIDENT OR ILLNESS, TO SUBSTANTIALLY PERFORM HER DUTIES OR IS
EXPECTED TO BE IN THE CONDITION FOR PERIODS TOTALING SIX (6) MONTHS (WHETHER OR
NOT CONSECUTIVE) DURING ANY PERIOD OF TWELVE (12) MONTHS.
NOTHING HEREIN SHALL
LIMIT EXECUTIVE'S RIGHT TO RECEIVE ANY PAYMENTS TO WHICH EXECUTIVE MAY BE
ENTITLED UNDER ANY DISABILITY OR EMPLOYEE BENEFIT PLAN OF THE COMPANY OR UNDER
ANY DISABILITY OR INSURANCE POLICY OR PLAN.
DURING A PERIOD OF TOTAL DISABILITY
PRIOR TO TERMINATION HEREUNDER, EXECUTIVE SHALL CONTINUE TO RECEIVE HER FULL
COMPENSATION (INCLUDING BASE SALARY) AND BENEFITS.
(C)
"GOOD REASON" WILL MEAN ANY OF THE
FOLLOWING EVENTS WHICH HAVE NOT BEEN CURED WITHIN TEN (10) DAYS FOLLOWING THE
COMPANY'S RECEIPT OF