TERM "DISABILITY" SHALL MEAN THAT THE EXECUTIVE
HAS BEEN UNABLE TO PERFORM THE DUTIES AND RESPONSIBILITIES REQUIRED OF HIM
HEREUNDER DUE TO A PHYSICAL AND/OR MENTAL DISABILITY FOR A PERIOD OF SIX
(6) CONSECUTIVE MONTHS OR
7
FOR MORE THAN ONE-HUNDRED EIGHTY (180) WORKING DAYS, WHETHER OR NOT CONSECUTIVE,
DURING ANY TWELVE (12) MONTH PERIOD; PROVIDED THAT ANY SUCH PERIODS MAY BE
EXTENDED AT THE SOLE DISCRETION OF THE BOARD.
FROM THE DATE ON WHICH THE
EXECUTIVE'S DISABILITY COMMENCES THROUGH THE DATE ON WHICH THE EXECUTIVE'S
EMPLOYMENT HEREUNDER IS TERMINATED BY REASON OF SUCH DISABILITY, THE EXECUTIVE
SHALL CONTINUE TO RECEIVE THE BASE SALARY (LESS ANY COMPANY-PAID BENEFITS THAT
HE RECEIVES, SUCH AS SHORT TERM DISABILITY OR WORKERS COMPENSATION, DURING SUCH
PERIOD); OR
(C)
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY FOR
"CAUSE".
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN: (I) CONVICTION OF
AN OFFENSE (OTHER THAN A ROAD TRAFFIC OFFENSE OR OTHER NON-MATERIAL OFFENSE 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; OR
(D)
THE RESIGNATION OF THE EXECUTIVE FOR "GOOD REASON".
FOR PURPOSES
OF THIS AGREEMENT "GOOD REASON" SHALL MEAN: (I) A DECREASE IN THE EXECUTIVE'S
BASE SALARY (EXCEPT AS AUTHORIZED UNDER PARAGRAPH 4 (A)) OR ANY MATERIAL
DECREASE IN BONUS OPPORTUNITY; (II) A MATERIAL DIMINUTION IN THE AUTHORITY,
DUTIES OR RESPONSIBILITIES OF THE EXECUTIVE'S POSITION 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; (III) A RELOCATION OF THE COMPANY'S
EXECUTIVE OFFICES FROM BERMUDA WITHOUT THE EXECUTIVE'S CONSENT AS LONG AS THE
EXECUTIVE IS CEO OF THE COMPANY; AND (IV) A MATERIAL BREACH BY THE COMPANY OF
THE TERMS OF THIS AGREEMENT OR OF ANY AWARD UNDER THE LTIP; PROVIDED THAT
EXECUTIVE SHALL HAVE PROVIDED WRITTEN NOTICE TO THE COMPANY (ATTENTION OF AT
LEAST TWO MEMBERS
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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.
(E)
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE; OR
(F)
THE RESIGNATION OF THE EXECUTIVE WITHOUT GOOD REASON.
8.
Termination Payments and Benefits.
(A)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR
CAUSE PURSUANT TO PARAGRAPH 7(C), 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, 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