(I)
HER BASE SALARY FOR THE REMAINDER OF THE EMPLOYMENT TERM OR (II) HER BASE SALARY
FOR A 12 MONTH PERIOD, AND (B) ALL OTHER BENEFITS UNDER SECTIONS 6(A)(C) AND
6(A)(D) ABOVE.
FOR PURPOSES OF DETERMINING SEVERANCE FOR THE REMAINDER OF THE
EMPLOYMENT TERM UNDER THIS SECTION 6(B), THE PARTIES AGREE THAT THE EMPLOYMENT
TERM SHALL BE DEEMED TO BE TWO (2) YEARS FROM THE DATE OF THIS AGREEMENT.
THE
EMPLOYMENT TERM SHALL BE EXTENDED FOR ADDITIONAL ONE YEAR PERIODS UNLESS COMPANY
PROVIDES EXECUTIVE WITH AT LEAST 90 DAYS PRIOR WRITTEN NOTICE OF NONEXTENSION
BEFORE THE END OF THE THEN CURRENT EMPLOYMENT TERM.
IN THAT EVENT, EMPLOYEE
SHALL BE ENTITLED TO A LUMP SUM PAYMENT EQUAL TO 12 MONTHS OF HER BASE SALARY AT
THE END OF THE THEN CURRENT EMPLOYMENT TERM.
(C)
CONSTRUCTIVE TERMINATION.
FOR PURPOSES OF THIS AGREEMENT, A
"CONSTRUCTIVE TERMINATION" SHALL BE DEEMED TO OCCUR IF THE EMPLOYEE ELECTS TO
VOLUNTARILY TERMINATE EMPLOYMENT WITHIN THE NINETY (90) DAY PERIOD IMMEDIATELY
FOLLOWING ANY OF THE FOLLOWING EVENTS: (I) EMPLOYEE IS REQUIRED TO RELOCATE HER
PLACE OF EMPLOYMENT, OTHER THAN A RELOCATION WITHIN THIRTY (30) MILES OF THE
COMPANY'S STAMFORD OFFICES, (II) THERE IS AN INTENTIONAL AND MATERIAL REDUCTION
IN
EMPLOYEE'S BASE SALARY OTHER THAN ANY SUCH REDUCTION CONSISTENT WITH A
GENERAL REDUCTION OF PAY ACROSS THE EXECUTIVE STAFF AS A GROUP, AS AN ECONOMIC
OR STRATEGIC MEASURE DUE TO POOR FINANCIAL PERFORMANCE BY THE COMPANY,
(III)
THERE OCCURS ANY OTHER MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY, (IV)
EMPLOYEE'S DUTIES AND/OR
RESPONSIBILITIES ARE MATERIALLY DIMINISHED,
OR (V)
EMPLOYEE NO LONGER REPORTS DIRECTLY TO THE COMPANY'S COO AND/OR THE CEO.
NOTWITHSTANDING THE FOREGOING, AN EVENT SHALL NOT CONSTITUTE A "CONSTRUCTIVE
TERMINATION" UNLESS EMPLOYEE'S RESIGNATION OCCURS AFTER A WRITTEN DEMAND FOR
SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE COMPANY BY EMPLOYEE WHICH
SPECIFICALLY IDENTIFIES THE CONDITION WHICH EMPLOYEE BELIEVES CONSTITUTES
GROUNDS FOR "CONSTRUCTIVE TERMINATION," AND THE COMPANY HAS FAILED TO CURE SUCH
CONDITION TO THE REASONABLE SATISFACTION OF EMPLOYEE WITHIN THIRTY-ONE (31) DAYS
FOLLOWING THE DELIVERY OF SUCH NOTICE.
(d)
Delayed Payment for Section 409A Compliance.
Notwithstanding
anything in Section 5 to the contrary, if and to the extent that (i) any
payments or benefits otherwise payable to Employee under this Section involves a
"deferral of compensation" under Section 409A of the Internal Revenue Code of
1986, as amended (the "Code") (as determined both after consideration of any
reasonably applicable exemptions and as set forth in applicable treasury
regulations or binding administrative notices or rulings issued by the Internal
Revenue Service), and (ii) Employee is a "specified employee" within the meaning
of Code Section 409A(a)(2)(B)(i), then the Company shall suspend such payments
or benefits until the end of the six-month period following termination of
Employee's employment (the "409A Suspension Period"). As soon as reasonably
practical after the end of the 409A Suspension Period, the Company will make a
lump sum payment to Employee, in cash, in an amount equal to any payments and
benefits that the Company does not