SEVERANCE PAY.
(D)
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL BE ENTITLED TO PAID
VACATION OF TWENTY-FIVE DAYS PER YEAR.
THE ABILITY TO CARRY FORWARD VACATION
TIME SHALL BE SUBJECT TO THE COMPANY'S VACATION POLICY APPLICABLE GENERALLY TO
EXECUTIVE OFFICERS OF THE COMPANY AS IN EFFECT FROM TIME TO TIME. THE EMPLOYEE
IS NOT ENTITLED TO HOLIDAY ALLOWANCES.
(E)
THE COMPANY SHALL PROMPTLY REIMBURSE THE EMPLOYEE FOR ALL REASONABLE
BUSINESS EXPENSES UPON THE PRESENTATION OF STATEMENTS OF SUCH EXPENSES IN
ACCORDANCE WITH THE COMPANY'S POLICIES AND PROCEDURES NOW IN FORCE OR AS SUCH
POLICIES AND PROCEDURES MAY BE MODIFIED WITH RESPECT TO ALL SENIOR EXECUTIVE
OFFICERS OF THE COMPANY.
3.
Employment Period.
The Employment Period commenced on or about March 2, 1999 and shall continue
indefinitely, provided that the Employment Period may be terminated during the
Employment Period upon the earliest to occur of the following events upon
written notice in accordance with Section 4 below (the "Date of Termination"):
(A)
DEATH.
THE EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(B)
URGENT CAUSE.
THE COMPANY MAY TERMINATE THE EMPLOYEE'S EMPLOYMENT
HEREUNDER FOR URGENT CAUSE, THAT IS WITHOUT PRIOR APPROVAL OF A DUTCH COURT OR
GOVERNMENT BODY AS IS AUTHORIZED BY DUTCH LABOR LAW. BY WAY OF ILLUSTRATION, AND
WITHOUT LIMITATION, FOR PURPOSES OF THIS AMENDED AGREEMENT, THE TERM "URGENT
CAUSE" SHALL MEAN: (I) A WILLFUL AND MATERIAL VIOLATION BY THE EMPLOYEE OF
EITHER SECTION 1(C) OR 7 OF THIS AMENDED AGREEMENT (UNLESS SUCH VIOLATION IS
CURED BY THE EMPLOYEE WITHIN THIRTY (30) DAYS OF RECEIPT OF A WRITTEN NOTICE
FROM THE COMPANY WHICH SPECIFICALLY IDENTIFIES THE FACTS AND CIRCUMSTANCES OF
SUCH VIOLATION); (II) THE WILLFUL FAILURE BY THE EMPLOYEE TO SUBSTANTIALLY
PERFORM THE DUTIES REASONABLY ASSIGNED TO HIM WITHIN THE SCOPE OF THE EMPLOYEE'S
DUTIES AND AUTHORITY AS STATED IN SECTION 1(A) HEREUNDER (OTHER THAN AS A RESULT
OF PHYSICAL OR MENTAL ILLNESS OR INJURY), AFTER DELIVERY TO THE EMPLOYEE OF A
WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE THAT SPECIFICALLY IDENTIFIES THE
MANNER IN WHICH THE EMPLOYEE HAS NOT SUBSTANTIALLY PERFORMED THE EMPLOYEE'S
DUTIES AND PROVIDES THE EMPLOYEE THIRTY (30) DAYS TO BEGIN TO SUBSTANTIALLY
PERFORM, PROVIDED THAT THE COMPANY SHALL NOT HAVE THE RIGHT TO TERMINATE THE
EMPLOYEE'S EMPLOYMENT HEREUNDER FOR URGENT CAUSE IF THE EMPLOYEE BEGINS TO
SUBSTANTIALLY PERFORM WITHIN SUCH THIRTY-DAY PERIOD; (III) THE EMPLOYEE'S
WILLFUL MISCONDUCT, WILLFUL WASTE OF CORPORATE ASSETS OR GROSS NEGLIGENCE WHICH
IN ANY SUCH EVENT SUBSTANTIALLY AND MATERIALLY INJURES THE COMPANY OR ITS
AFFILIATES; OR (IV) THE INDICTMENT OF THE EMPLOYEE FOR A FELONY OR OTHER SERIOUS
CRIME INVOLVING MORAL TURPITUDE. IN ORDER FOR A TERMINATION TO BE CONSIDERED TO
BE FOR URGENT CAUSE, THE NOTICE OF TERMINATION (AS DEFINED BELOW) MUST BE
DELIVERED WITHIN SIX (6) MONTHS OF THE DATE ON WHICH THE COMPANY FIRST KNOWS OF
THE EVENT CONSTITUTING URGENT CAUSE.
3
(C)
GOOD REASON. THE EMPLOYEE MAY TERMINATE HIS EMPLOYMENT HEREUNDER FOR GOOD
REASON. FOR PURPOSES OF THIS AMENDED AGREEMENT, THE TERM "GOOD REASON" SHALL
MEAN: (I) A