COMPANY SHALL HAVE DEALT AT ANY TIME DURING THE ONE (1) YEAR
PERIOD IMMEDIATELY PRECEDING THE TERMINATION OF EMPLOYEE'S EMPLOYMENT HEREUNDER;
8.4.
INFLUENCE OR ATTEMPT TO INFLUENCE ANY SUPPLIER OR POTENTIAL
SUPPLIER OF THE COMPANY TO TERMINATE OR MODIFY ANY WRITTEN OR ORAL AGREEMENT OR
COURSE OF DEALING WITH THE COMPANY; OR
8.5.
INFLUENCE OR ATTEMPT TO INFLUENCE ANY PERSON TO EITHER (I)
TERMINATE OR MODIFY HIS OR HER EMPLOYMENT, CONSULTING, AGENCY, DISTRIBUTORSHIP
OR OTHER ARRANGEMENT WITH THE COMPANY, OR (II) EMPLOY OR RETAIN, OR ARRANGE TO
HAVE ANY OTHER PERSON OR ENTITY EMPLOY OR RETAIN, ANY PERSON WHO HAS BEEN
EMPLOYED OR RETAINED BY THE COMPANY AS AN EMPLOYEE, CONSULTANT, AGENT OR
DISTRIBUTOR OF THE COMPANY AT ANY TIME DURING THE ONE (1) YEAR PERIOD
IMMEDIATELY PRECEDING THE TERMINATION OF EMPLOYEE'S EMPLOYMENT HEREUNDER.
The term "Prohibited Business" shall mean both (i) the manufacture, marketing
and/or sale of maternity clothing, and (ii) any other specialty apparel retail
niche market in which the Company is conducting or then currently implementing
plans to conduct its vertically integrated operating strategy (it being agreed
that the scope of any such niche market will be made by reference to the
relevant characteristics upon which such specific market is defined (e.g.
identifiable target customer base, price point, fashion point-of-view, styling
and retail distribution locations)).
9.
TERMINATION.
EMPLOYEE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
DURING THE TERM UPON THE OCCURRENCE OF ANY ONE OF THE EVENTS DESCRIBED IN THIS
SECTION 9.
UPON TERMINATION, EMPLOYEE SHALL BE ENTITLED ONLY TO SUCH
COMPENSATION AND BENEFITS AS DESCRIBED IN THE APPLICABLE SUBSECTION OF THIS
SECTION 9.
9.1.
TERMINATION BY DEATH.
IN THE EVENT THAT EMPLOYEE DIES DURING THE
TERM, EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL BE TERMINATED THEREBY AND THE
COMPANY SHALL PAY TO EMPLOYEE'S EXECUTORS, LEGAL REPRESENTATIVES OR
ADMINISTRATORS AN AMOUNT EQUAL TO THE ACCRUED AND UNPAID PORTION OF HER BASE
SALARY, BENEFITS AND CASH BONUS THROUGH THE END OF THE MONTH IN WHICH SHE DIES,
IN ADDITION TO THAT PORTION OF THE SEVERANCE PAY DESCRIBED IN SECTION
9.3(C)(I).
ALL OUTSTANDING OPTIONS SHALL BECOME IMMEDIATELY VESTED AND
EXERCISABLE.
FOR PURPOSES OF THIS AGREEMENT, ACCRUED BUT UNPAID CASH BONUSES
MEANS ANY CASH BONUS PAYABLE WITH RESPECT TO A YEAR ENDING PRIOR TO THE DATE OF
TERMINATION, AS WELL AS A PRO-RATA PORTION OF ANY CASH BONUS THAT WOULD HAVE
BEEN PAID FOR THE YEAR OF TERMINATION, BUT FOR THAT TERMINATION.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, THE AMOUNT OF SUCH CASH BONUSES WILL BE DETERMINED
AND PAID IN THE SAME MANNER AND AS OF THE SAME DATE THAT CASH BONUSES WOULD
OTHERWISE HAVE BEEN DETERMINED AND PAID FOR THE APPLICABLE YEAR, BUT FOR THE
TERMINATION (THE "CUSTOMARY PAYMENT DATE") AND WILL BE PRO-RATED, AS APPLICABLE,
BASED ON THE NUMBER OF FULL AND PARTIAL MONTHS OF THE YEAR TRANSPIRED PRIOR TO
THE DATE OF TERMINATION.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.1,
THE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION HEREUNDER TO EMPLOYEE'S
EXECUTORS, LEGAL REPRESENTATIVES, ADMINISTRATORS, HEIRS OR ASSIGNS OR ANY OTHER