EXECUTIVE, HIS BENEFICIARIES OR ESTATE, AS APPROPRIATE, SHALL BE
ENTITLED TO RECEIVE, NO LATER THAN SEVENTY-FIVE (75) DAYS FOLLOWING SUCH
TERMINATION, (A) THE BASE SALARY PROVIDED FOR HEREIN UP TO AND INCLUDING THE
EFFECTIVE DATE OF TERMINATION, PRORATED ON A DAILY BASIS, (B) PAYMENT FOR ANY
ACCRUED BUT UNUSED VACATION DAYS AS OF THE EFFECTIVE DATE OF TERMINATION AND
(C) ANY REIMBURSEMENTS TO WHICH HE MAY BE ENTITLED UNDER SECTION 5 ABOVE (SUCH
PAYMENTS, COLLECTIVELY, THE "ACCRUED OBLIGATIONS").
(B)
IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY (I) THE COMPANY WITHOUT CAUSE OR
(II) THE EXECUTIVE FOR GOOD REASON, THEN IN FULL SATISFACTION OF THE COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT, THE EXECUTIVE, HIS BENEFICIARIES OR ESTATE, AS
APPROPRIATE, SHALL BE ENTITLED TO RECEIVE (A) THE ACCRUED OBLIGATIONS, PAYABLE
NO LATER THAN SEVENTY-FIVE (75) DAYS FOLLOWING SUCH TERMINATION, (B) CONTINUED
PAYMENT OF THE BASE SALARY FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING SUCH
TERMINATION, LESS APPLICABLE WITHHOLDING AND OTHER DEDUCTIONS, PAYABLE
BI-MONTHLY IN ARREARS ON THE DAY APPOINTED BY THE BOARD AND (C) MEDICAL BENEFIT
CONTINUATION UNDER THE COMPANY'S MEDICAL PLAN FOR THE EXECUTIVE AND HIS
DEPENDENTS AT THE COMPANY'S EXPENSE FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING
SUCH TERMINATION.
THE PAYMENTS AND BENEFITS UPON TERMINATION UNDER CLAUSES
(B) AND (C) SHALL BE SUBJECT TO AND CONDITIONED UPON THE EXECUTIVE'S EXECUTION,
WITHIN SIXTY (60) DAYS FOLLOWING SUCH TERMINATION, OF A GENERAL RELEASE OF
CLAIMS AGAINST THE COMPANY IN THE FORM PROVIDED BY THE COMPANY.
8
9.
NON-COMPETITION AND NON-SOLICITATION.
(A)
DURING THE
TERM, THE EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY OTHER
BUSINESS OR BE CONCERNED OR INTERESTED IN ANY OTHER BUSINESS OF A SIMILAR NATURE
TO OR WHICH WOULD OR MIGHT COMPETE WITH THE BUSINESS FOR THE TIME BEING CARRIED
ON BY THE COMPANY OR ANY GROUP COMPANY SAVE THAT HE MAY (BUT WITHOUT PREJUDICE
TO SECTION 3 ABOVE) BE INTERESTED AS A HOLDER OR BENEFICIAL OWNER OF NOT MORE
THAN 5% OF ANY CLASS OF STOCK, SHARES OR DEBENTURES IN ANY COMPANY (OTHER THAN
THE COMPANY, IN WHICH CASE, SUCH LIMIT SHALL NOT APPLY) WHOSE STOCK, SHARES OR
DEBENTURES ARE LISTED OR DEALT IN ON AN APPOINTED STOCK EXCHANGE (AS DEFINED IN
THE COMPANIES ACT).
(B)
SINCE THE
EXECUTIVE HAS OBTAINED IN THE COURSE OF HIS EMPLOYMENT PRIOR TO THE DATE HEREOF
AND IS LIKELY TO OBTAIN IN THE COURSE OF HIS EMPLOYMENT HEREUNDER KNOWLEDGE OF
THE TRADE SECRETS AND ALSO OTHER CONFIDENTIAL INFORMATION IN REGARD TO THE
BUSINESS OF THE COMPANY AND OF ANY GROUP COMPANY WITH WHICH HE BECOMES
ASSOCIATED, THE EXECUTIVE HEREBY AGREES WITH THE COMPANY THAT IN ADDITION TO THE
RESTRICTIONS CONTAINED IN SECTION 9(A) ABOVE, HE WILL NOT IN BERMUDA, THE UNITED
STATES, THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC COMMUNITY, DURING THE PERIOD
OF TWELVE (12) MONTHS FOLLOWING THE TERMINATION OF HIS EMPLOYMENT HEREUNDER
(HOWSOEVER CAUSED), EITHER ON HIS OWN ACCOUNT OR FOR ANY OTHER PERSON, FIRM OR
COMPANY:
(I)
DIRECTLY OR INDIRECTLY BE ENGAGED IN OR
CONCERNED WITH