A CONSTRUCTIVE TERMINATION WITHOUT CAUSE,
THE COMPANY SHALL, AS SOON AS PRACTICABLE FOLLOWING THE EXECUTIVE'S EXECUTION
AND DELIVERY TO THE COMPANY OF THE GENERAL RELEASE OF CLAIMS SET FORTH IN
SECTION 6(G) AND, FOLLOWING THE EXPIRATION OF ANY APPLICABLE REVOCATION PERIOD,
CAUSE THE EXECUTIVE TO BE PAID A LUMP-SUM CASH SEVERANCE PAYMENT EQUAL TO THE
AMOUNT OF BASE SALARY TO PAID TO THE EXECUTIVE THROUGH TO THE REMAINDER OF THE
INITIAL TERM OR, IF AT THE TIME OF TERMINATION THE EMPLOYMENT TERM HAS BEEN
EXTENDED PURSUANT TO SECTION 2(B), THROUGH TO THE REMAINDER OF THE SECOND TERM.
(C)
TERMINATION UPON NON-RENEWAL OF THE EMPLOYMENT TERM. UNLESS EXTENDED
PURSUANT TO SECTION 2(B), THE EMPLOYMENT TERM AND THE EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY SHALL END ON JUNE 30, 2008.
(D)
TERMINATION FOR CAUSE; RESIGNATION.
UPON A TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT DURING THE EMPLOYMENT TERM BY THE COMPANY FOR CAUSE, OR
UPON TERMINATION BY THE EXECUTIVE WITH SIXTY DAYS' WRITTEN NOTICE GIVEN TO THE
COMPANY (OTHER THAN A CONSTRUCTIVE TERMINATION WITHOUT CAUSE), THE EXECUTIVE
SHALL BE ENTITLED TO EARNED BUT UNPAID
BASE SALARY AND BENEFITS THROUGH THE DATE OF TERMINATION, AND THE EXECUTIVE
SHALL NOT BE ENTITLED TO ANY OTHER PAYMENTS OR BENEFITS.
(E)
UK BENEFITS.
THE SEVERANCE PAYMENTS DESCRIBED ABOVE SHALL BE IN
LIEU AND INCLUSIVE OF ANY SALARY AND OTHER BENEFITS WHICH WOULD BE PAYABLE TO
THE EXECUTIVE IN RESPECT OF ANY STATUTORY NOTICE PERIOD IN THE UK.
FOR PURPOSES OF THIS AGREEMENT:
(I)
A "CONSTRUCTIVE TERMINATION WITHOUT CAUSE" MEANS A
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT DURING THE EMPLOYMENT TERM BY THE
EXECUTIVE FOLLOWING THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS WITHOUT THE
EXECUTIVE'S PRIOR CONSENT: (A) ANY MATERIAL ADVERSE DIMINUTION IN THE
EXECUTIVE'S RESPONSIBILITIES OR AUTHORITIES; OR (B) ASSIGNMENT TO THE EXECUTIVE
OF DUTIES THAT ARE INCONSISTENT, IN A MATERIAL RESPECT, WITH THE SCOPE OF DUTIES
AND RESPONSIBILITIES GENERALLY RELEVANT OR ASSOCIATED WITH HIS POSITION. THE
EXECUTIVE SHALL GIVE THE COMPANY 10 DAYS' NOTICE OF THE EXECUTIVE'S INTENTION TO
TERMINATE THE EXECUTIVE'S EMPLOYMENT AND CLAIM THAT A CONSTRUCTIVE TERMINATION
WITHOUT CAUSE (AS DEFINED IN (A) OR (B) ABOVE) HAS OCCURRED, AND SUCH NOTICE
SHALL DESCRIBE THE FACTS AND CIRCUMSTANCES IN SUPPORT OF SUCH CLAIM IN
REASONABLE DETAIL.
THE COMPANY SHALL HAVE 10 DAYS THEREAFTER TO CURE SUCH FACTS
AND CIRCUMSTANCES IF POSSIBLE.
(II)
A "TERMINATION WITHOUT CAUSE" MEANS A TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT DURING THE EMPLOYMENT TERM BY THE COMPANY OTHER THAN FOR
CAUSE.
(III)
"CAUSE" MEANS (X) THE EXECUTIVE IS CONVICTED OF, OR
PLEADS GUILTY OR NOLO CONTENDERE TO, A FELONY OR TO ANY CRIME INVOLVING FRAUD,
EMBEZZLEMENT OR BREACH OF TRUST; (Y) THE WILLFUL OR CONTINUED FAILURE OF THE
EXECUTIVE TO PERFORM THE EXECUTIVE'S DUTIES HEREUNDER (OTHER THAN AS A RESULT OF
PHYSICAL OR MENTAL ILLNESS); OR (Z) IN CARRYING OUT THE EXECUTIVE'S DUTIES
HEREUNDER, THE EXECUTIVE HAS ENGAGED IN CONDUCT THAT CONSTITUTES GROSS NEGLECT
OR WILLFUL MISCONDUCT, UNLESS THE EXECUTIVE BELIEVED IN GOOD FAITH THAT SUCH
CONDUCT WAS IN, OR NOT OPPOSED