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period is extended by the Committee until a date not
later than the expiration date of the Option) * * *
B. Petitioner’s Relationship With CTI After January 12, 2001
1. Board of Directors’ Resolution
In or about the end of 2000, petitioner advised Dr. Bianco
that she was going to terminate her employment with CTI because
she was having a personality conflict with a key member of the
staff. Dr. Bianco asked petitioner to remain affiliated with CTI
for approximately 1 year longer to establish a transition plan
for CTI. Petitioner agreed to do so, agreeing with CTI to enter
into a consulting agreement under which she would work for CTI in
a nonemployee capacity.
In connection therewith, CTI’s Board of Directors’
Compensation Committee adopted a resolution that stated that
petitioner ceased to be employed by CTI as of January 12, 2001,
that CTI continued to need petitioner’s services, and that
petitioner and CTI would enter into a consulting agreement to
obtain petitioner’s services.2 The resolution resolved:
cti shall enter into a consulting agreement with Ms.
Moore which incorporates at a minimum the following
terms and conditions:
For a period of one-year Ms. Moore may be
called upon to perform Corporate
Communications and Human Resource Development
duties and responsibilities as determined by
the CEO. It is expected Ms. Moore will
2 The resolution does not state the date of its making.
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