DIRECTOR, TRUSTEE OR
COMMITTEE MEMBER OF ANY CIVIC OR CHARITABLE ORGANIZATION, AND (II) MANAGE HIS
PERSONAL, FINANCIAL AND LEGAL AFFAIRS, SO LONG AS SUCH ACTIVITIES (DESCRIBED IN
CLAUSES (I), AND (II)) DO NOT INTERFERE WITH THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES TO THE COMPANY AS PROVIDED HEREUNDER.
EXCEPT AS DESCRIBED IN
THIS SECTION 1(C), EMPLOYEE SHALL NOT PROVIDE ANY SERVICES TO ANY OTHER ENTITY
DURING THE TERM OF THIS AMENDED AGREEMENT WITHOUT THE WRITTEN CONSENT OF THE
COMPANY.
2.
Compensation.
(A)
AS COMPENSATION FOR THE AGREEMENTS MADE BY THE EMPLOYEE HEREIN AND THE
PERFORMANCE BY THE EMPLOYEE OF HIS OBLIGATIONS HEREUNDER, DURING THE EMPLOYMENT
PERIOD THE COMPANY SHALL PAY THE EMPLOYEE, NOT LESS THAN ONCE A MONTH PURSUANT
TO THE COMPANY'S NORMAL AND CUSTOMARY PAYROLL PROCEDURES, A BASE SALARY AT THE
RATE OF U.S.$ 460,020 PER ANNUM (THE "BASE SALARY") PAYABLE IN U.S. DOLLARS OR
IN DUTCH GUILDERS, AT THE EMPLOYEE'S ELECTION, AT AN EXCHANGE RATE TO BE FIXED
ANNUALLY BY MUTUAL AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY.
THE BASE SALARY
SHALL BE REVIEWED ANNUALLY AND BE INCREASED FURTHER IN THE ABSOLUTE DISCRETION
OF THE COMPANY.
ANY SUCH INCREASED BASE SALARY SHALL THEN BECOME THE BASE
SALARY FOR ALL PURPOSES HEREUNDER.
(B)
AS COMPENSATION FOR THE AGREEMENTS MADE BY THE EMPLOYEE HEREIN AND THE
PERFORMANCE BY THE EMPLOYEE OF HIS OBLIGATIONS HEREUNDER, BEGINNING IN CALENDAR
YEAR 1999 AND FOR THE REMAINDER OF THE EMPLOYMENT PERIOD (THE "BONUS PERIOD"),
THE EMPLOYEE SHALL HAVE AN OPPORTUNITY TO EARN CASH BONUSES IN ACCORDANCE WITH
THE FOLLOWING TERMS. FOR EACH CALENDAR YEAR FOLLOWING THE EFFECTIVE DATE DURING
THE BONUS PERIOD, EMPLOYEE SHALL BE ELIGIBLE TO EARN A CASH BONUS OF UP TO 50%
OF HIS BASE SALARY FOR THAT YEAR, SUBJECT TO THE PERFORMANCE STANDARDS TO BE
APPROVED BY THE COMPANY AND, EXCEPT AS OTHERWISE PROVIDED IN SECTION 5, SUBJECT
TO THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY ON THE LAST DAY OF THE CALENDAR
YEAR (THE "ANNUAL BONUS").
THE ANNUAL BONUS EARNED BY THE EMPLOYEE WITH RESPECT
TO EACH YEAR SHALL BE PAID TO THE EMPLOYEE NOT LATER THAN TEN (10) BUSINESS DAYS
FOLLOWING THE DETERMINATION OF THE AMOUNT OF SUCH ANNUAL BONUS.
(C)
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL BE ENTITLED TO THE
FOLLOWING BENEFITS AND PERQUISITES, TO THE EXTENT PROVIDED BY THE COMPANY TO
SENIOR EXECUTIVES OF THE COMPANY GENERALLY:
(I)
MEDICAL (INCLUDING FOR THE EMPLOYEE'S SPOUSE AND CHILDREN UNDER
THE AGE OF 21), AND DISABILITY COVERAGE EQUIVALENT TO BASE SALARY SUBJECT TO
CUSTOMARY AND REASONABLE LIMITS, CO-PAYMENTS, DEDUCTIBLES, EMPLOYEE
CONTRIBUTIONS AND EXCLUSIONS;
(II)
AT EMPLOYEE'S ELECTION, EITHER A CAR PROVIDED BY THE COMPANY
SUITABLE TO EMPLOYEE'S POSITION OR THE EQUIVALENT COST OF SUCH A CAR TO THE
COMPANY IN CASH; AND
(III)
ANY OTHER BENEFITS AND PERQUISITES GENERALLY PROVIDED TO OTHER
SENIOR EXECUTIVES OF THE COMPANY, FROM TIME TO TIME, PROVIDED THAT THE EMPLOYEE
SHALL
2
NOT BE ENTITLED TO PARTICIPATE IN ANY SUCH PLAN PROVIDING FOR BENEFITS IN THE
NATURE OF SEVERANCE PAY.
(D)
DURING THE EMPLOYMENT