OTHER INTENTIONAL MISCONDUCT BY SUCH PERSON ADVERSELY
AFFECTING THE BUSINESS OR AFFAIRS OF THE COMPANY (OR ANY PARENT OR SUBSIDIARY)
IN A MATERIAL MANNER.
THE FOREGOING DEFINITION SHALL NOT IN ANY WAY PRECLUDE OR
RESTRICT THE RIGHT OF THE COMPANY (OR ANY PARENT OR SUBSIDIARY) TO DISCHARGE OR
DISMISS THE EXECUTIVE IN THE SERVICE OF THE COMPANY (OR ANY PARENT OR
SUBSIDIARY) FOR ANY OTHER ACTS OR OMISSIONS IN ACCORDANCE WITH THE TERMS HEREOF,
BUT SUCH OTHER ACTS OR OMISSIONS SHALL NOT BE DEEMED, FOR PURPOSES OF THIS
AGREEMENT, TO CONSTITUTE GROUNDS FOR TERMINATION FOR CAUSE.
1.4.4
TERMINATION BY THE EXECUTIVE.
EXECUTIVE MAY TERMINATE HER EMPLOYMENT
AT ANY TIME, FOR GOOD REASON OR WITHOUT GOOD REASON, UPON A NOTICE OF
TERMINATION.
EXECUTIVE MAY TERMINATE EXECUTIVE'S EMPLOYMENT FOR GOOD REASON;
PROVIDED, HOWEVER, THAT SUCH A TERMINATION WILL NOT CONSTITUTE A TERMINATION FOR
GOOD REASON IF THE COMPANY REMEDIES THE CIRCUMSTANCES UNDERLYING THE GOOD REASON
DETERMINATION WITHIN FIFTEEN (15) BUSINESS DAYS FOLLOWING RECEIPT OF NOTICE FROM
EXECUTIVE.
A TERMINATION FOR "GOOD REASON" SHALL MEAN (I) EXECUTIVE'S VOLUNTARY
RESIGNATION FOLLOWING (A) A CHANGE IN HER POSITION WITH THE COMPANY WHICH
MATERIALLY REDUCES HER DUTIES AND RESPONSIBILITIES OR THE LEVEL OF MANAGEMENT TO
WHICH SHE REPORTS, OTHER THAN CHANGES IN RESPONSIBILITIES RESULTING FROM THE
EXECUTIVE'S MISCONDUCT WHICH SHALL NOT CONSTITUTE GOOD REASON, (B) A REDUCTION
IN HER LEVEL OF COMPENSATION (INCLUDING
2
BASE SALARY, FRINGE BENEFITS AND YEARLY BONUS UNDER ANY CORPORATE-PERFORMANCE
BASED BONUS OR INCENTIVE PROGRAMS) BY MORE THAN TEN PERCENT (10%), OTHER THAN A
REDUCTION WHICH, BY RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY, IS
APPLICABLE TO ALL EXECUTIVE OFFICERS OF THE COMPANY GENERALLY FOR A PERIOD OF NO
MORE THAN THREE (3) MONTHS, (C) A RELOCATION OF SUCH INDIVIDUAL'S PLACE OF
EMPLOYMENT FROM THE SAN ANTONIO CORPORATE OFFICE. PROVIDED AND ONLY IF SUCH
CHANGE, REDUCTION OR RELOCATION IS EFFECTED BY THE COMPANY WITHOUT THE
EXECUTIVE'S WRITTEN CONSENT, , OR (D) A BREACH BY THE COMPANY OF ANY OF THE
MATERIAL TERMS OF THIS AGREEMENT INCLUDING NON-RENEWAL HEREOF, IN EACH CASE
WHICH BREACH IS SUBJECT TO CURE, IS NOT CURED WITHIN FIFTEEN (15) DAYS FOLLOWING
NOTIFICATION FROM THE EXECUTIVE.
1.4.5
NOTICE.
THE TERM "NOTICE OF TERMINATION" SHALL MEAN AT LEAST 30 DAYS'
WRITTEN NOTICE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER, DURING WHICH
PERIOD EXECUTIVE'S EMPLOYMENT AND PERFORMANCE OF SERVICES WILL CONTINUE;
PROVIDED, HOWEVER, THAT THE COMPANY MAY, UPON NOTICE TO EXECUTIVE AND WITHOUT
REDUCING EXECUTIVE'S COMPENSATION DURING SUCH PERIOD (INCLUDING THE VESTING OF
ANY EQUITY), EXCUSE EXECUTIVE FROM ANY OR ALL OF HER DUTIES DURING SUCH PERIOD.
THE EFFECTIVE DATE OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
BE THE DATE ON WHICH SUCH 30-DAY PERIOD EXPIRES.
1.4.6
TERMINATION PAYMENTS.
IN THE EVENT OF TERMINATION OF THE EMPLOYMENT OF
EXECUTIVE, ALL COMPENSATION AND BENEFITS SET FORTH IN SECTION 1.5 OF THIS
AGREEMENT SHALL TERMINATE EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 1.4.
(I)
TERMINATION FOR CAUSE.
IF THE BOARD TERMINATES EXECUTIVE'S
EMPLOYMENT FOR CAUSE, THE COMPANY SHALL PAY OR