AFTER BEING BROUGHT TO THE ATTENTION OF
EXECUTIVE (OTHER THAN ANY SUCH FAILURE RESULTING FROM EXECUTIVE'S INCAPACITY DUE
TO EXECUTIVE BECOMING DISABLED), (IV) CONDUCT CAUSING THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES SUBSTANTIAL PUBLIC DISGRACE OR DISREPUTE, (V) ANY ACT
OR OMISSION AIDING OR ABETTING A COMPETITOR, SUPPLIER OR CUSTOMER OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES OR AFFILIATES TO THE MATERIAL DISADVANTAGE OR
DETRIMENT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, (VI) ANY
OTHER MATERIAL BREACH OF EXECUTIVE'S EMPLOYMENT AGREEMENT OR TERMS OF
EMPLOYMENT,
5
AS APPLICABLE, WHICH IS NOT CURED TO THE BOARD'S REASONABLE SATISFACTION, AFTER
WRITTEN NOTICE TO EXECUTIVE AND OPPORTUNITY TO CURE.
(H)
EXECUTIVE WILL BE "DISABLED" OR DEEMED TO HAVE A "DISABILITY" ONLY
IF THE BOARD DETERMINES IN GOOD FAITH, BASED ON MEDICAL EVIDENCE ACCEPTABLE TO
IT, THAT EXECUTIVE HAS BECOME PHYSICALLY OR MENTALLY DISABLED OR INCAPACITATED
DURING HIS EMPLOYMENT FOR A CONTINUOUS PERIOD OF AT LEAST NINETY (90) DAYS TO
SUCH AN EXTENT THAT HE SHALL BE UNABLE TO PERFORM HIS DUTIES.
(I)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN, SO LONG
AS EXECUTIVE HAS NOT BEEN GUILTY OF (A) ENGAGING IN WILLFUL MISCONDUCT THAT IS
MATERIALLY INJURIOUS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES ,
(B) THE EMBEZZLEMENT OR MISAPPROPRIATION OF FUNDS OR PROPERTY OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR AFFILIATES OR THE CONVICTION OF EXECUTIVE OF A FELONY
OR THE ENTRANCE OF A PLEA OF GUILTY BY EXECUTIVE TO A FELONY OR (C) THE FAILURE
OR REFUSAL BY EXECUTIVE TO DEVOTE HIS FULL BUSINESS TIME AND ATTENTION TO THE
PERFORMANCE OF EXECUTIVE'S DUTIES AND RESPONSIBILITIES PURSUANT TO EXECUTIVE'S
EMPLOYMENT OR SIMILAR AGREEMENT WITH THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES
OR AFFILIATES, EXECUTIVE RESIGNS FROM EMPLOYMENT WITH THE COMPANY AS A RESULT OF
ONE OR MORE OF THE FOLLOWING REASONS: (I) WITHIN 24 MONTHS FROM THE COMMENCEMENT
OF THE EMPLOYMENT PERIOD THE BOARD HAS NOT RESOLVED THAT THE HEADQUARTERS WILL
BE LOCATED IN A "MAJOR" EUROPEAN CITY OR ITS ENVIRONS (AN "ACCEPTABLE
LOCATION"), OR HAS RESOLVED THAT THE HEADQUARTERS WILL NOT BE LOCATED IN AN
ACCEPTABLE LOCATION (THE "AFFIRMATIVE DECISION"), PROVIDED THAT WRITTEN NOTICE
OF EXECUTIVE'S RESIGNATION MUST BE DELIVERED TO THE COMPANY WITHIN TWELVE (12)
MONTHS OF THE EARLIER OF THE EXPIRATION OF SUCH 24-MONTH PERIOD OR THE DATE OF
THE AFFIRMATIVE DECISION IN ORDER FOR EXECUTIVE'S RESIGNATION WITH GOOD REASON
TO BE EFFECTIVE HEREUNDER, (II) THE ASSIGNMENT TO EXECUTIVE BY THE COMPANY OF
DUTIES INCONSISTENT WITH EXECUTIVE'S POSITION, DUTIES OR RESPONSIBILITIES AS IN
EFFECT ON MARCH 3, 2004, INCLUDING, BUT NOT LIMITED TO, ANY MATERIAL REDUCTION
IN SUCH POSITION, DUTIES OR RESPONSIBILITIES OR MATERIAL CHANGE IN HIS TITLE, OR
(III) ANY MATERIAL BREACH BY THE COMPANY (OR ITS SUCCESSORS) OF THIS AGREEMENT,
IN EACH CASE SET FORTH ABOVE WHICH IS NOT CURED TO EXECUTIVE'S REASONABLE
SATISFACTION WITHIN 15 DAYS AFTER WRITTEN NOTICE THEREOF TO THE COMPANY;
PROVIDED THAT WRITTEN NOTICE OF EXECUTIVE'S RESIGNATION MUST BE