Effective as of the Effective Date, (i) Executive shall continue to be employed by the Company and shall assume the position of President and Chief Executive Officer, reporting to the Board, and (ii) shall begin serving as a member of the Board.    During the term of this Agreement, the Company shall propose Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout such term. Upon the termination of her employment, regardless of the reason for such termination, Executive shall be deemed to have immediately (and with contemporaneous effect) resigned from any directorships, offices or other positions that she may hold in the Company or any Affiliate, unless otherwise agreed by the parties.