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, AFTER USE OF ALL SICK, VACATION
AND PERSONAL TIME) AND BENEFITS.
(C)
FOR THE PURPOSE OF THIS AGREEMENT, A TRIGGERING EVENT SHALL MEAN A
MERGER, A BUSINESS COMBINATION, A SALE OF THE COMPANY OR SUBSTANTIALLY ALL
(I.E., 90% OR MORE) OF THE ASSETS OF THE COMPANY, OR A TRANSACTION WHICH IS
SUBSTANTIALLY SIMILAR TO ANY OF THE FOREGOING IF THE COMPANY DIES NOT SURVIVE
THE CONSUMMATION OF SUCH TRANSACTION.
(D)
FOR THE PURPOSE OF THIS SECTION 2.3, THE INDEPENDENT MEMBERS AND
THE NON-INDEPENDENT MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS SHALL BE DEEMED
TO BE FIXED AND DETERMINED ON THE DATE WHICH IS SIXTY (60) CALENDAR DAYS PRIOR
TO THE DATE OF A TRIGGERING EVENT.
(E)
FOR PURPOSE OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN ANY OF THE
FOLLOWING EVENTS WHICH THE COMPANY FAILS TO CURE WITHIN TEN (10) DAYS FOLLOWING
RECEIPT OF WRITTEN NOTICE FROM EXECUTIVE DETAILING THE BASIS OF THE ALLEGED
BREACH:
(I)
THE COMPANY REQUIRES THE EXECUTIVE TO RELOCATE HER PRINCIPAL
RESIDENCE TO A LOCATION OUTSIDE OF A 400 MILE RADIUS OF ITS HEADQUARTERS IN OAK
BROOK, ILLINOIS, AND
(II)
A MATERIAL FAILURE BY THE COMPANY TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT.
(F)
FOR PURPOSES OF THIS AGREEMENT, "CHANGE OF CONTROL" DURING THE
TERM OF THIS AGREEMENT SHALL MEAN:
(I)
(X) IF A TRIGGERING EVENT HAS OCCURRED AND MORE THAN 50% OF THE
INDEPENDENT MEMBERS OF IREC'S BOARD OF DIRECTORS, AS OF THE DATE SPECIFIED IN
SECTION 2.3(D) ABOVE, HAS CHANGED WITHIN TWELVE MONTHS FOLLOWING SAID TRIGGERING
EVENT, AND (Y) IF AFTER THE OCCURRENCE OF SAID TRIGGERING EVENT MORE THAN 50% OF
THE NON-INDEPENDENT MEMBERS OF IREC'S BOARD OF DIRECTORS, AS OF THE DATE
SPECIFIED IN SECTION 2.3 (D) ABOVE, FAIL TO CONSTITUTE A MAJORITY OF THE
NON-INDEPENDENT MEMBERS OF IREC'S BOARD; PROVIDED, HOWEVER, THAT ANY INDIVIDUAL
BECOMING A MEMBER OF IREC'S BOARD, WHO AT THE TIME OF HIS OR HER ELECTION TO THE
BOARD, IS AN EMPLOYEE OF ANY OF THE INLAND REAL ESTATE GROUP OF COMPANIES
("TIREGC") SHALL BE TREATED AS IF HE OR SHE WERE A MEMBER OF IREC'S BOARD AS OF
THE DATE SPECIFIED IN SECTION 2.3 (D) ABOVE.
THE DEFINITION OF THE INLAND REAL
ESTATE GROUP OF COMPANIES IS SET FORTH ON EXHIBIT C ATTACHED HERETO AND MADE A
PART HEREOF.
A PERSON IS CONSIDERED TO BE "INDEPENDENT" UNDER IREC'S GOVERNING
DOCUMENTS IF HE OR SHE IS DEEMED TO BE "INDEPENDENT" IN ACCORDANCE WITH CRITERIA
ESTABLISHED BY THE NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE RULES AND
LISTING STANDARDS, AND ANY OTHER APPLICABLE LAWS, RULES AND REGULATIONS
REGARDING INDEPENDENCE IN EFFECT FROM TIME TO TIME.
ARTICLE III
COMPENSATION AND BENEFITS
3.1
COMPENSATION.
(A)
BASE SALARY.
DURING