IS OCCURRING FOR
CAUSE, AND (II) IN THE EVENT OF TERMINATION BY THE EXECUTIVE, WHETHER THE
TERMINATION IS OCCURRING FOR GOOD REASON, AND SHALL SET FORTH IN REASONABLE
DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED. FURTHER, A NOTICE
OF TERMINATION FOR CAUSE IS REQUIRED TO INCLUDE A COPY OF A RESOLUTION DULY
ADOPTED BY THE AFFIRMATIVE VOTE OF NOT LESS THAN
2
THREE-QUARTERS (3/4) OF THE ENTIRE MEMBERSHIP OF THE COMPANY'S BOARD OF
DIRECTORS AT A MEETING OF THE COMPANY'S BOARD OF DIRECTORS (AFTER REASONABLE
NOTICE TO THE EXECUTIVE AND AN OPPORTUNITY FOR THE EXECUTIVE, TOGETHER WITH THE
EXECUTIVE'S COUNSEL, TO BE HEARD BEFORE THE COMPANY'S BOARD OF DIRECTORS)
FINDING THAT, IN THE GOOD FAITH OPINION OF THE COMPANY'S BOARD OF DIRECTORS, THE
EXECUTIVE WAS GUILTY OF CONDUCT SET FORTH IN CLAUSE (I) OR (II) OF THE
DEFINITION OF CAUSE HEREIN, AND SPECIFYING THE PARTICULARS THEREOF IN REASONABLE
DETAIL.
(B)
DATE OF TERMINATION.
WITH RESPECT TO ANY PURPORTED TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT AFTER A CHANGE IN CONTROL AND DURING THE TERM OF THIS
AGREEMENT, THE PHRASE "DATE OF TERMINATION" SHALL MEAN THE DATE SPECIFIED IN THE
NOTICE OF TERMINATION (WHICH, IN THE CASE OF A TERMINATION BY THE COMPANY OR A
SUBSIDIARY OF THE COMPANY, SHALL NOT BE LESS THAN THIRTY (30) DAYS (EXCEPT IN
THE CASE OF A TERMINATION FOR CAUSE) AND, IN THE CASE OF A TERMINATION BY THE
EXECUTIVE, SHALL NOT BE LESS THAN FIFTEEN (15) DAYS NOR MORE THAN SIXTY (60)
DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE OF TERMINATION IS GIVEN).
SECTION 7.
BINDING AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES. IF THE EXECUTIVE SHALL DIE WHILE ANY AMOUNT WOULD STILL
BE PAYABLE TO THE EXECUTIVE HEREUNDER (OTHER THAN AMOUNTS WHICH, BY THEIR TERMS,
TERMINATE UPON THE DEATH OF THE EXECUTIVE) IF THE EXECUTIVE HAD CONTINUED TO
LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL
REPRESENTATIVES OR ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
SECTION 8.
NOTICES.
FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN WRITING AND SHALL
BE DEEMED TO HAVE BEEN DULY GIVEN WHEN (I) SENT BY TELEFAX, (II) HAND DELIVERED,
(III) SENT BY COURIER, OR (IV) MAILED BY REGISTERED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, ADDRESSED, IF TO THE EXECUTIVE, TO THE ADDRESS
INSERTED BELOW THE EXECUTIVE'S SIGNATURE ON THE FINAL PAGE HEREOF AND, IF TO THE
COMPANY, TO THE ADDRESS SET FORTH BELOW, OR TO SUCH OTHER ADDRESS AS EITHER
PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT
THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON ACTUAL RECEIPT:
To the Company:
Orient-Express Hotels Ltd.
c/o Orient-Express Services Ltd.
20 Upper Ground
London SE1