PAYMENTS:
(I) $17,628.21 AS PAYMENT OF UNUSED VACATION DAYS; AND
(II) $14,804.47 AS REIMBURSEMENT OF ALL OUTSTANDING EXPENSES INCURRED BY THE
EXECUTIVE THROUGH TERMINATION DATE; AND (B) IN ACCORDANCE WITH BERMUDA
IMMIGRATION REGULATIONS, THE EXECUTIVE'S WORK PERMIT WILL BE RETURNED TO BERMUDA
IMMIGRATION AUTHORITIES, TOGETHER WITH A LETTER IN THE FORM OF SCHEDULE II
HERETO.
8.
THE COMPANY SHALL REIMBURSE THE
EXECUTIVE FOR ALL REASONABLE EXPENSES INCURRED BY HIM FOR THE COST OF RELOCATING
ALL OF HIS HOUSEHOLD ITEMS TO THE UNITED STATES, AND THE COST OF TWO ROUND TRIP
AIRLINE TICKETS FOR THE EXECUTIVE AND HIS SPOUSE FOR TRAVEL BETWEEN BERMUDA AND
THE UNITED STATES TO OVERSEE SUCH RELOCATION, IN EACH CASE, SUBJECT TO THE
COMPANY'S REQUIREMENTS WITH RESPECT TO THE EXECUTIVE'S REPORTING AND
DOCUMENTATION OF SUCH EXPENSES.
9.
ON OR AFTER JUNE 1, 2006, THE COMPANY
SHALL REIMBURSE THE EXECUTIVE IN AN AGGREGATE AMOUNT NOT TO EXCEED $10,000 FOR
BOTH THE (A) REASONABLE PROFESSIONAL FEES AND RELATED EXPENSES INCURRED BY HIM
IN PREPARATION OF HIS ANNUAL TAX RETURN FOR CALENDAR YEAR 2005 AND
(B) REASONABLE PROFESSIONAL FEES AND EXPENSES (IF ANY) INCURRED BY HIM IN
CONNECTION WITH A TAX AUDIT TO THE EXTENT DIRECTLY RELATING TO THE EXECUTIVE'S
STATUS AS AN EMPLOYEE OF THE COMPANY AND ITS SUBSIDIARIES FOR THE PERIOD FROM
NOVEMBER 20, 2001 THROUGH THE TERMINATION DATE.
10.
AS CONTEMPLATED BY THE EMPLOYMENT AGREEMENT,
DATED AS OF OCTOBER 23, 2001 (AS AMENDED), BETWEEN THE COMPANY AND THE EXECUTIVE
(THE "EMPLOYMENT AGREEMENT"), AND IN CONSIDERATION OF THE ABOVE, THE SUFFICIENCY
OF WHICH THE EXECUTIVE HEREBY ACKNOWLEDGES, THE EXECUTIVE, ON BEHALF OF THE
EXECUTIVE AND THE EXECUTIVE'S HEIRS, EXECUTORS AND ASSIGNS HEREBY RELEASES AND
FOREVER DISCHARGES THE COMPANY AND ITS MEMBERS, SHAREHOLDERS, PARENTS,
AFFILIATES, SUBSIDIARIES, DIVISIONS, ANY AND ALL CURRENT AND FORMER DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS AND THEIR HEIRS AND ASSIGNS, AND
ANY AND ALL EMPLOYEE PENSION BENEFIT OR WELFARE BENEFIT PLANS OF THE COMPANY,
INCLUDING CURRENT AND FORMER TRUSTEES AND ADMINISTRATORS OF SUCH EMPLOYEE
PENSION BENEFIT AND WELFARE BENEFIT PLANS, FROM ALL CLAIMS, CHARGES, OR DEMANDS,
IN LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN, WHICH MAY HAVE EXISTED OR WHICH
MAY NOW EXIST FROM THE BEGINNING OF TIME TO THE DATE OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THE EXECUTIVE MAY HAVE ARISING FROM OR
RELATING TO THE EXECUTIVE'S EMPLOYMENT OR TERMINATION FROM EMPLOYMENT WITH THE
COMPANY, INCLUDING A RELEASE OF ANY RIGHTS OR CLAIMS THE EXECUTIVE MAY HAVE
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, AND THE CIVIL
RIGHTS ACT OF 1991 (WHICH PROHIBIT DISCRIMINATION IN EMPLOYMENT BASED UPON RACE,
COLOR, SEX, RELIGION AND NATIONAL ORIGIN); THE AMERICANS WITH DISABILITIES ACT
OF 1990, AS AMENDED, AND THE REHABILITATION ACT OF 1973 (WHICH PROHIBIT
DISCRIMINATION BASED UPON DISABILITY); THE FAMILY AND MEDICAL LEAVE ACT OF 1993
(WHICH PROHIBITS DISCRIMINATION BASED ON REQUESTING OR TAKING A FAMILY OR
MEDICAL LEAVE); THE EQUAL PAY ACT, AS AMENDED, 29 U.S.C. §206(D)(1); THE FAIR
LABOR STANDARDS
2
ACT OF 1938, AS