SHALL BE ENTITLED TO PARTICIPATE IN ALL OF THE EMPLOYEE BENEFIT PLANS, PROGRAMS,
POLICIES AND ARRANGEMENTS
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(INCLUDING FRINGE BENEFIT AND EXECUTIVE PERQUISITE PROGRAMS AND POLICIES) MADE
AVAILABLE BY THE COMPANY AFFILIATE GROUP TO, OR FOR THE BENEFIT OF, ITS
EXECUTIVE OFFICERS IN ACCORDANCE WITH THE TERMS THEREOF AS THEY MAY BE IN EFFECT
FROM TIME TO TIME, IN SO FAR AS SUCH BENEFITS ARE CAPABLE OF BEING PROVIDED IN
THE UNITED KINGDOM.
(B)
REIMBURSEMENT OF EXPENSES.
DURING THE
EMPLOYMENT TERM, THE COMPANY SHALL CAUSE THE EXECUTIVE TO BE REIMBURSED FOR ALL
REASONABLE BUSINESS EXPENSES INCURRED BY THE EXECUTIVE IN CARRYING OUT THE
EXECUTIVE'S DUTIES, SERVICES AND RESPONSIBILITIES UNDER THIS AGREEMENT, AND
REASONABLE EXPENSES INCURRED IN CONNECTION WITH MAINTAINING ADMISSION TO
PRACTICE IN THE STATE OF NEW YORK, SO LONG AS THE EXECUTIVE COMPLIES WITH THE
GENERAL PROCEDURES OF THE COMPANY AFFILIATED GROUP FOR SUBMISSION OF EXPENSE
REPORTS, RECEIPTS OR SIMILAR DOCUMENTATION OF SUCH EXPENSES APPLICABLE TO SENIOR
MANAGEMENT GENERALLY.
6.
VACATIONS.
FOR EACH WHOLE AND PARTIAL
CALENDAR YEAR DURING THE EMPLOYMENT TERM, THE EXECUTIVE SHALL BE ENTITLED IN
ADDITION TO PUBLIC AND STATUTORY HOLIDAYS TO 25 DAYS OF PAID VACATION (PRORATED
FOR ANY PARTIAL CALENDAR YEAR, EXCEPT THAT FOR CALENDAR YEAR 2004, THE VACATION
ENTITLEMENT SHALL BE 15 DAYS), TO BE CREDITED AND TAKEN IN ACCORDANCE WITH THE
COMPANY'S POLICY AS IN EFFECT FROM TIME TO TIME FOR ITS SIMILARLY SITUATED
EXECUTIVES.
7.
TERMINATION; SEVERANCE.
(A)
TERMINATION OF EMPLOYMENT.
THE COMPANY MAY
TERMINATE THE EMPLOYMENT OF THE EXECUTIVE IN A TERMINATION WITHOUT CAUSE UPON 30
DAYS' WRITTEN NOTICE TO THE EXECUTIVE.
THE COMPANY MAY (AT ITS DISCRETION) AT
ANY TIME FOLLOWING THE
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GIVING OF SUCH NOTICE (BUT NOT EXCEEDING THE LENGTH OF THE NOTICE GIVEN) CEASE
TO PROVIDE WORK FOR THE EXECUTIVE IN WHICH EVENT DURING SUCH NOTICE PERIOD THE
OTHER PROVISIONS OF THIS AGREEMENT SHALL CONTINUE TO HAVE FULL FORCE AND EFFECT
BUT THE EXECUTIVE SHALL NOT BE ENTITLED TO ACCESS TO ANY PREMISES OF THE COMPANY
OR ANY MEMBER OF THE COMPANY AFFILIATED GROUP.
IN ADDITION, THE EMPLOYMENT OF
THE EXECUTIVE SHALL AUTOMATICALLY TERMINATE AS OF THE DATE ON WHICH THE
EXECUTIVE DIES OR IS DISABLED.
FOR THE PURPOSES OF THIS AGREEMENT, THE
EXECUTIVE SHALL BE "DISABLED" AS OF ANY DATE IF, AS OF SUCH DATE, THE EXECUTIVE
HAS BEEN UNABLE, DUE TO PHYSICAL OR MENTAL INCAPACITY, TO SUBSTANTIALLY PERFORM
THE EXECUTIVE'S DUTIES, SERVICES AND RESPONSIBILITIES HEREUNDER EITHER FOR A
PERIOD OF AT LEAST 180 CONSECUTIVE DAYS OR FOR AT LEAST 270 DAYS IN ANY
CONSECUTIVE 365-DAY PERIOD, WHICHEVER MAY BE APPLICABLE.
UPON TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT DURING THE EMPLOYMENT TERM BECAUSE THE EXECUTIVE DIES
OR IS DISABLED, THE COMPANY SHALL CAUSE THE EXECUTIVE (OR THE EXECUTIVE'S
ESTATE, IF APPLICABLE) TO BE PROVIDED WITH DEATH OR DISABILITY BENEFITS (AS
APPLICABLE) PURSUANT TO THE PLANS, PROGRAMS, POLICIES AND ARRANGEMENTS OF THE
COMPANY AFFILIATED GROUP AS ARE THEN IN EFFECT WITH RESPECT TO EXECUTIVE
OFFICERS.
IN ADDITION, UPON ANY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
DURING