OR CONTROL OF, ACT AS AN
EMPLOYEE, OFFICER, CONSULTANT, AGENT OR REPRESENTATIVE OF, OR PROVIDE ANY
SERVICES TO ANY ENTITY OR ANY TYPE OF BUSINESS OR SERVICE, PROVIDED THAT IT
SHALL NOT BE A VIOLATION OF THE FOREGOING FOR THE EMPLOYEE TO (I) ACT OR SERVE
AS A DIRECTOR, TRUSTEE OR COMMITTEE MEMBER OF ANY CIVIC OR CHARITABLE
ORGANIZATION, AND (II) MANAGE HIS PERSONAL, FINANCIAL AND LEGAL AFFAIRS, SO LONG
AS SUCH ACTIVITIES DO NOT INTERFERE WITH THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES HEREUNDER.
2.
Compensation.
(A)
AS COMPENSATION FOR THE AGREEMENTS MADE BY THE EMPLOYEE HEREIN AND THE
PERFORMANCE BY THE EMPLOYEE OF HIS OBLIGATIONS HEREUNDER, DURING THE EMPLOYMENT
PERIOD THE COMPANY SHALL PAY THE EMPLOYEE, NOT LESS THAN ONCE A MONTH PURSUANT
TO THE COMPANY'S NORMAL AND CUSTOMARY PAYROLL PROCEDURES, A BASE SALARY OF U.S.
$265,000 GROSS PER ANNUM FOLLOWING THE EFFECTIVE DATE (THE "BASE SALARY"). THE
BASE SALARY SHALL BE PAYABLE IN U.S. DOLLARS OR IN EUROS AT THE EMPLOYEE'S
ELECTION. THE US$-EURO EXCHANGE RATE TO BE USED FOR ALL PURPOSES PURSUANT TO
THIS AMENDED AGREEMENT SHALL EQUAL THE AVERAGE US$-EURO EXCHANGE RATE FOR THE
THREE FULL CALENDAR MONTHS PRIOR TO THE EARLIER OF THE SIGNING OF THE 2002
AGREEMENT OR JUNE 27, 2002. FOR THE AVOIDANCE OF DOUBT, THE BASE SALARY IS
INCLUSIVE OF THE "HOLIDAY PAY" PROVIDED FOR UNDER DUTCH LAW. THE BASE SALARY
SHALL BE REVIEWED ANNUALLY AND MAY BE INCREASED FURTHER IN THE ABSOLUTE
DISCRETION OF THE COMPANY. ANY SUCH INCREASED BASE SALARY SHALL THEN BECOME THE
BASE SALARY FOR ALL PURPOSES HEREUNDER.
(B)
AS COMPENSATION FOR THE AGREEMENTS MADE BY THE EMPLOYEE HEREIN AND THE
PERFORMANCE BY THE EMPLOYEE OF HIS OBLIGATIONS HEREUNDER, BEGINNING ON THE
EFFECTIVE DATE AND FOR THE REMAINDER OF THE EMPLOYMENT PERIOD (THE "BONUS
PERIOD"), THE EMPLOYEE SHALL HAVE AN OPPORTUNITY TO EARN AN ANNUAL CASH BONUS IN
ACCORDANCE WITH THE FOLLOWING TERMS. FOR EACH CALENDAR YEAR DURING THE BONUS
PERIOD FOLLOWING THE EFFECTIVE DATE, EMPLOYEE SHALL BE ELIGIBLE TO EARN AN
ON-TARGET CASH BONUS OF 60% OF HIS BASE SALARY (OR, IF SECTION 2(C) APPLIES, OF
HIS TOTAL BASE COMPENSATION AS DEFINED THEREIN) FOR THAT YEAR, SUBJECT TO THE
PERFORMANCE CRITERIA TO BE APPROVED BY THE COMPANY AND, EXCEPT AS OTHERWISE
PROVIDED IN SECTION 4, SUBJECT TO THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY ON
THE LAST DAY OF THE CALENDAR YEAR (THE "ANNUAL BONUS"). THE ANNUAL BONUS SHALL
BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE NEW SKIES SALES
INCENTIVE PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME.
2
(C)
IF AND INSOFAR AS THE EMPLOYEE MAY RECEIVE A TAX-FREE ALLOWANCE FOR
EXTRA-TERRITORIAL COSTS UNDER SECTION 9 OF THE 1965 PAYROLL TAX IMPLEMENTATION
DECREE (AS FURTHER DESCRIBED IN CLAUSE (II) BELOW), THE FOLLOWING SHALL APPLY:
(I)
THE ORIGINALLY AGREED UPON WAGES FROM
CURRENT EMPLOYMENT SHALL BE REDUCED FOR EMPLOYMENT LAW PURPOSES SO THAT 100/70
OF THE ADJUSTED WAGES FROM CURRENT EMPLOYMENT IS EQUAL TO THE ORIGINALLY AGREED
UPON WAGES FROM