Exchange Act, as in
effect on the date hereof.
(G)
TERMINATION BY EXECUTIVE.
IN THE EVENT THAT THE EXECUTIVE DESIRES
TO RESIGN VOLUNTARILY AS SENIOR VICE PRESIDENT - MERCHANDISING, THE EXECUTIVE
COVENANTS TO PROVIDE THE COMPANY WITH NOT LESS THAN NINETY (90) DAYS WRITTEN
NOTICE OF ANY SUCH VOLUNTARY RESIGNATION; AND FURTHER THE EXECUTIVE COVENANTS TO
COOPERATE IN GOOD FAITH IN ORDER TO FACILITATE A SMOOTH TRANSFER OF AUTHORITY
DURING THE PERIOD FROM NOTICE OF RESIGNATION TO THE DATE OF TERMINATION.
IN THE
EVENT THAT THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE EXECUTIVE PURSUANT TO
THIS SECTION 11(G), THEN THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE AN AMOUNT
PAYABLE IN A LUMP SUM WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE DATE OF
TERMINATION, EQUAL TO THE SUM OF ANY ACCRUED AND UNPAID BASE SALARY AS
CONTEMPLATED BY SECTION 3(A), AND ANY ACCRUED VACATION AND UNPAID EXPENSES AS
CONTEMPLATED BY SECTION 5 AND ANY ACCRUED BONUS PAYMENTS.
(H)
GOOD REASON.
THE EXECUTIVE MAY, UPON THIRTY (30) DAYS WRITTEN
NOTICE, TERMINATE HER EMPLOYMENT WITH THE COMPANY FOR "GOOD REASON".
"GOOD
REASON" SHALL MEAN ANY MATERIAL BREACH BY THE COMPANY OF ITS OBLIGATIONS
HEREUNDER WHICH ARE NOT CURED WITHIN TEN (10) DAYS FOLLOWING RECEIPT OF WRITTEN
NOTICE FROM THE EXECUTIVE DETAILING SUCH BREACH.
THE PARTIES AGREE THAT A
MATERIAL BREACH SHALL MEAN (X) ANY MATERIAL REDUCTION IN THE EXECUTIVE'S DUTIES,
AUTHORITY, REPORTING RELATIONSHIPS OR RESPONSIBILITIES (WHETHER OR NOT
ACCOMPANIED BY A TITLE CHANGE) NOT CONSENTED TO BY THE EXECUTIVE, AND (Y) THE
RELOCATION OF THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY A DISTANCE OF MORE
THAN 35 MILES FROM ITS CURRENT LOCATION NOT CONSENTED
10
TO BY THE EXECUTIVE.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE EXECUTIVE SHALL NOT BE ENTITLED TO TERMINATE HER
EMPLOYMENT FOR "GOOD REASON" AT ANY TIME DURING THE EXTENSION PERIOD OR THE
TRANSITION PERIOD, FOR ANY REASON.
IN THE EVENT THAT THE EXECUTIVE TERMINATES
THIS AGREEMENT FOR GOOD REASON, THE COMPANY SHALL BE OBLIGATED TO PAY TO THE
EXECUTIVE BASE SALARY EARNED, BUT NOT YET PAID TO THE EXECUTIVE, PRIOR TO THE
DATE OF SUCH TERMINATION IN ACCORDANCE WITH SECTION 3(A), REIMBURSE THE
EXECUTIVE FOR ANY ACCRUED VACATION AND UNPAID EXPENSES INCURRED BY THE EXECUTIVE
THROUGH THE DATE OF TERMINATION IN ACCORDANCE WITH SECTION 5 AND PAY ANY ACCRUED
BONUS PAYMENTS.
IN ADDITION, SUBJECT TO THE PROVISIONS OF SECTION 11(I) HEREOF,
AND THE EXECUTIVE'S COMPLIANCE (AND CONTINUED COMPLIANCE) WITH THE PROVISIONS OF
SECTIONS 7, 8 AND 9 HEREOF, THE COMPANY SHALL PAY AND PROVIDE TO THE EXECUTIVE
THE SEVERANCE PAYMENTS.
(I)
RELEASE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, THE EXECUTIVE (OR HER ESTATE) SHALL NOT BE ENTITLED TO RECEIVE
THE PAYMENTS AND BENEFITS SET FORTH IN THIS SECTION 11 (OTHER THAN BASE SALARY
THROUGH THE EFFECTIVE DATE OF TERMINATION IN ACCORDANCE WITH SECTION 3(A) HEREOF
AND REIMBURSEMENT OF EXPENSES IN ACCORDANCE WITH SECTION 5) PRIOR TO (I) THE
EXECUTION AND DELIVERY BY THE EXECUTIVE TO THE COMPANY OF A
VALID AND FULLY