TO THE BASE SALARY, THE EXECUTIVE SHALL BE
ENTITLED TO BENEFITS UNDER ANY PLAN OR ARRANGEMENT AVAILABLE GENERALLY FOR
SENIOR EXECUTIVE OFFICERS OF THE COMPANY, SUBJECT TO AND CONSISTENT WITH THE
TERMS AND CONDITIONS AND OVERALL ADMINISTRATION OF SUCH PLANS AS SET FORTH FROM
TIME TO TIME IN THE APPLICABLE PLAN DOCUMENTS.
SECTION 4.03.
EXPENSES.
THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE EXPENSES INCURRED BY HIM (INCLUDING FIRST CLASS AIRFARE) IN THE
COURSE OF PERFORMING HIS DUTIES UNDER THIS AGREEMENT WHICH ARE CONSISTENT WITH
THE COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME WITH RESPECT TO TRAVEL,
ENTERTAINMENT AND OTHER BUSINESS EXPENSES, ("REIMBURSABLE
3
EXPENSES"), SUBJECT TO THE COMPANY' REQUIREMENTS WITH RESPECT TO REPORTING AND
DOCUMENTATION OF EXPENSES.
IN ADDITION, UPON THE EXECUTIVE'S REASONABLE
REQUEST, ANY PRIVATE AIRCRAFT OWNED OR LEASED BY THE COMPANY OR ITS SUBSIDIARIES
FROM TIME TO TIME (IF ANY) SHALL BE MADE AVAILABLE TO HIM DURING THE EMPLOYMENT
PERIOD AT THE COMPANY'S EXPENSE FOR TRAVEL BETWEEN BERMUDA AND THE EXECUTIVE'S
PRIVATE RESIDENCE.
ARTICLE 5
TERM AND TERMINATION
SECTION 5.01.
TERM.
THE EMPLOYMENT PERIOD SHALL CONTINUE FOR AN INDEFINITE
PERIOD UNTIL TERMINATED (A) BY EITHER PARTY BY PROVIDING AT LEAST SIX MONTHS'
PRIOR WRITTEN NOTICE TO THE OTHER PARTY, PROVIDED THAT SUCH NOTICE MAY NOT BE
GIVEN PRIOR TO OCTOBER 24, 2007, SUCH NOTICE TO BE EFFECTIVE SIX MONTHS
THEREAFTER, (B) UPON THE EXECUTIVE'S DEATH OR PERMANENT DISABILITY, OR (C) BY
THE COMPANY FOR CAUSE.
SECTION 5.01.
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY FOR
PERMANENT DISABILITY OR CAUSE SHALL BE COMMUNICATED BY WRITTEN NOTICE OF
TERMINATION TO THE OTHER PARTY HERETO.
FOR PURPOSES OF THIS AGREEMENT, A
"NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF EMPLOYMENT UNDER THE PROVISION INDICATED.
SECTION 5.02.
DATE OF TERMINATION.
"DATE OF TERMINATION" SHALL MEAN (A) IF THE
EMPLOYMENT PERIOD IS TERMINATED AS A RESULT OF A PERMANENT DISABILITY, FIVE
(5) DAYS AFTER A NOTICE OF TERMINATION IS GIVEN, (B) IF THE EMPLOYMENT PERIOD IS
TERMINATED PURSUANT TO SECTION 5.01(A), THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION, AND (C) IF THE EMPLOYMENT PERIOD IS TERMINATED FOR ANY OTHER REASON
(INCLUDING FOR CAUSE), THE DATE DESIGNATED BY THE COMPANY IN THE NOTICE OF
TERMINATION.
ARTICLE 6
CONFIDENTIAL INFORMATION
SECTION 6.01.
NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.
THE
EXECUTIVE WILL NOT DISCLOSE OR USE AT ANY TIME DURING OR AFTER THE EMPLOYMENT
PERIOD ANY CONFIDENTIAL INFORMATION OF WHICH THE EXECUTIVE IS OR BECOMES AWARE,
WHETHER OR NOT SUCH INFORMATION IS DEVELOPED BY HIM, EXCEPT TO THE EXTENT THAT
SUCH DISCLOSURE OR USE IS DIRECTLY RELATED TO AND REQUIRED BY THE EXECUTIVE'S
PERFORMANCE OF DUTIES ASSIGNED TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT.
UNDER ALL CIRCUMSTANCES AND AT ALL TIMES, THE EXECUTIVE WILL TAKE ALL
APPROPRIATE
4
STEPS TO SAFEGUARD CONFIDENTIAL INFORMATION IN HIS POSSESSION AND TO PROTECT