EXECUTIVE FROM COMPLYING WITH ANY APPLICABLE LAW OR WITH THE DIRECTIVE OF ANY
COURT OR ADMINISTRATIVE BODY OR AGENCY HAVING THE LEGAL AUTHORITY TO .COMPEL
TESTIMONY FROM OR THE PRODUCTION OF DOCUMENTS BY THE EXECUTIVE. THE PROVISIONS
OF THIS PARAGRAPH 6(A) SHALL NOT APPLY TO ANY INFORMATION WHICH IS OR BECOMES
PUBLICLY KNOWN OTHER THAN AS A RESULT OF THE EXECUTIVE'S BREACH OF THIS
AGREEMENT.
(B)
THE EXECUTIVE SHALL UPON THE TERMINATION OF HIS EMPLOYMENT
HEREUNDER IMMEDIATELY DELIVER UP TO THE COMPANY ALL FEE SCHEDULES, LISTS OF
CLIENTS, CORRESPONDENCE AND OTHER DOCUMENTS, PAPERS AND PROPERTY BELONGING TO
THE COMPANY OR ANY GROUP COMPANY OR
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RELATED TO ANY OF THE MATTERS REFERRED TO IN PARAGRAPH (A) ABOVE WHICH MAY HAVE
BEEN PREPARED BY HIM OR HAVE COME INTO HIS POSSESSION IN THE COURSE OF HIS
EMPLOYMENT HEREUNDER AND SHALL NOT RETAIN ANY COPIES THEREOF.
7.
TERMINATION. THE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE UPON:
(A)
THE EXECUTIVE'S DEATH; OR
(B)
THE EXECUTIVE BEING UNABLE TO PERFORM HIS DUTIES AND
RESPONSIBILITIES HEREUNDER DUE TO HIS DISABILITY (AS DEFINED BELOW). FOR
PURPOSES OF THIS AGREEMENT, THE TERM "DISABILITY" SHALL MEAN THAT THE EXECUTIVE
HAS BEEN UNABLE TO PERFORM THE DUTIES AND RESPONSIBILITIES REQUIRED OF HIM
HEREUNDER DUE TO A PHYSICAL AND/OR MENTAL DISABILITY FOR A PERIOD OF SIX (6)
CONSECUTIVE MONTHS OR FOR MORE THAN ONE HUNDRED EIGHTY (180) WORKING DAYS,
WHETHER OR NOT CONSECUTIVE, DURING ANY TWELVE (12) MONTH PERIOD; PROVIDED THAT
ANY SUCH PERIODS MAY BE EXTENDED AT THE SOLE DISCRETION OF THE BOARD. DURING
SUCH PERIOD OF DISABILITY, THE EXECUTIVE SHALL CONTINUE TO RECEIVE THE BASE
SALARY (LESS ANY COMPANY-PAID BENEFITS THAT HE RECEIVES, SUCH AS SHORT TERM
DISABILITY OR WORKERS COMPENSATION, DURING SUCH PERIOD); OR
(C)
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY FOR
"CAUSE". FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN: (I) CONVICTION OF
AN OFFENSE (OTHER THAN A ROAD TRAFFIC OFFENSE OR OTHER NON-MATERIAL OFFENSE NOT
SUBJECT TO A CUSTODIAL SENTENCE; OR (II) WILLFUL GROSS NEGLIGENCE OR WILLFUL
GROSS MISCONDUCT BY THE EXECUTIVE IN CONNECTION WITH HIS EMPLOYMENT WITH THE
COMPANY OR A GROUP COMPANY WHICH CAUSES OR IS LIKELY TO CAUSE MATERIAL LOSS OR
DAMAGE TO THE COMPANY OR SUCH GROUP COMPANY; OR
(D)
THE RESIGNATION OF THE EXECUTIVE FOR "GOOD REASON". FOR PURPOSES
OF THIS AGREEMENT "GOOD REASON" SHALL MEAN: (I) A DECREASE IN THE EXECUTIVE'S
BASE SALARY (EXCEPT AS
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AUTHORIZED UNDER PARAGRAPH 4 (A)) OR ANY MATERIAL DECREASE IN BONUS OPPORTUNITY;
(II) A MATERIAL DIMINUTION IN THE AUTHORITY, DUTIES OR RESPONSIBILITIES OF THE
EXECUTIVE'S POSITION WITH THE RESULT THAT THE EXECUTIVE MAKES A DETERMINATION IN
GOOD FAITH THAT HE CANNOT CONTINUE TO CARRY OUT HIS JOB IN SUBSTANTIALLY THE
SAME MANNER AS IT WAS INTENDED TO BE CARRIED OUT IMMEDIATELY BEFORE SUCH
DIMINUTION; (III) A RELOCATION OF THE COMPANY'S EXECUTIVE OFFICES FROM BERMUDA
WITHOUT THE EXECUTIVE'S CONSENT AS LONG AS THE EXECUTIVE IS CEO OF THE COMPANY;
AND (IV) A MATERIAL BREACH BY THE COMPANY OF THE TERMS OF