AGREEMENT, "CAUSE"
SHALL MEAN:
(I)
CONVICTION OF A CRIMINAL OFFENCE (OTHER THAN A ROAD TRAFFIC
OFFENCE OR OTHER NON-MATERIAL OFFENCE 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.
(C)
THE RESIGNATION OF THE EXECUTIVE FOR "GOOD REASON". FOR PURPOSES
OF THIS AGREEMENT "GOOD REASON" SHALL MEAN:
(I)
A MATERIAL DECREASE IN THE EXECUTIVE'S BASE SALARY OR BENEFITS
(EXCEPT AS AUTHORIZED UNDER PARAGRAPH 5 (A)) OR ANY MATERIAL DECREASE IN BONUS
OPPORTUNITY; AND/OR
(II)
A MATERIAL DIMINUTION IN THE AUTHORITY, DUTIES OR
RESPONSIBILITIES OF THE EXECUTIVE'S POSITION WITH THE COMPANY OR ANY GROUP
COMPANY 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; AND/OR
8
(III)
A RELOCATION OF THE COMPANY'S EXECUTIVE OFFICES FROM BERMUDA
WITHOUT THE EXECUTIVE'S CONSENT AS LONG AS THE EXECUTIVE IS COO AND DEPUTY
CHAIRMAN OF THE COMPANY; AND/OR
(IV)
A MATERIAL BREACH BY THE COMPANY OF THE TERMS OF THIS AGREEMENT OR
OF ANY AWARD UNDER THE LTIP (OR ANY REPLACEMENT COMPENSATION); PROVIDED THAT THE
EXECUTIVE SHALL HAVE PROVIDED WRITTEN NOTICE TO THE COMPANY (TO THE ATTENTION OF
AT LEAST TWO MEMBERS OF THE BOARD OTHER THAN THE EXECUTIVE), SETTING FORTH THE
ALLEGED GOOD REASON WITHIN 120 DAYS OF THE EVENT, AND THE BREACH SHALL NOT HAVE
BEEN CURED WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE.
(D)
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE; OR
(E)
THE RESIGNATION OF THE EXECUTIVE WITHOUT GOOD REASON.
FOR THE AVOIDANCE OF DOUBT, EXCEPT IN THE CIRCUMSTANCES OUTLINED IN 12 (A) AND
(B) ABOVE THE COMPANY SHALL NOT TERMINATE THE EXECUTIVE'S EMPLOYMENT WHERE HE IS
IN RECEIPT OF BENEFITS UNDER ANY PERMANENT HEALTH INSURANCE SCHEME OR ABSENT DUE
TO SICKNESS AS A RESULT OF WHICH IT IS REASONABLY FORESEEABLE THAT THE EXECUTIVE
MAY RECEIVE SUCH BENEFITS IF, BY DOING SO, THE EXECUTIVE SHALL BE DEPRIVED OF
THE BENEFIT OF ANY PERMANENT HEALTH INSURANCE SCHEME PROVIDED BY THE COMPANY TO
WHICH HE WOULD HAVE OTHERWISE HAVE BEEN ENTITLED.
13.
TERMINATION PAYMENTS AND BENEFITS
(A)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED DURING THE TERM BY:
(I)
REASON OF THE EXECUTIVE'S DEATH AS PROVIDED BY PARAGRAPH 12(A);
(II)
THE COMPANY FOR CAUSE PURSUANT TO PARAGRAPH 12(B),
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 THE FOLLOWING:
9
(A) THE BASE SALARY PROVIDED FOR HEREIN UP TO AND INCLUDING THE EFFECTIVE DATE
OF TERMINATION, PRORATED ON A DAILY BASIS; AND
(B) PAYMENT FOR ANY ACCRUED, BUT UNUSED PAID HOLIDAY AS AT THE EFFECTIVE DATE OF
TERMINATION; AND
(C) ANY REIMBURSEMENTS TO