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 CURRENT
EMPLOYMENT. AS USED HEREIN, "WAGES FROM CURRENT EMPLOYMENT" ARE ALL INCOME (IN
CASH, CASH EQUIVALENT, OR BENEFIT IN KIND) THAT IS SUBJECT TO WAGE TAX
WITHHOLDING IN THE NETHERLANDS.
(II)
THE EMPLOYEE SHALL RECEIVE AN ALLOWANCE FOR EXTRA-TERRITORIAL
COSTS FROM THE COMPANY, EQUAL TO 30/70 OF THE ADJUSTED WAGES FROM CURRENT
EMPLOYMENT (THE "ALLOWANCE").
(III)
THE EMPLOYEE IS AWARE OF THE FACT THAT, IN VIEW OF THE APPLICABLE
REGULATIONS, AN ADJUSTMENT TO THE REMUNERATION AGREED UNDER THIS SECTION MAY
AFFECT ALL CONSIDERATIONS AND BENEFITS THAT ARE LINKED TO WAGES FROM CURRENT
EMPLOYMENT, SUCH AS PENSION RIGHTS AND SOCIAL SECURITY BENEFITS.
(IV)
THE INTENTION OF THIS SECTION IS TO AUTOMATICALLY APPLY SECTION 9
OF THE 1965 PAYROLL TAX IMPLEMENTATION DECREE TO ALL ELEMENTS OF WAGES FROM
CURRENT EMPLOYMENT THAT CAN BENEFIT FROM THIS SPECIAL PROVISION.
(V)
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT, AS A RESULT OF THE
ADJUSTMENTS DESCRIBED IN CLAUSES (I) AND (II), THE EMPLOYEE'S ADJUSTED BASE
SALARY (THE "ADJUSTED BASE SALARY") SHALL EQUAL 70/100 OF THE PREVIOUSLY AGREED
BASE SALARY. THE EMPLOYEE HEREBY CONSENTS TO THIS ADJUSTMENT AND AGREES THAT IT
SHALL NOT CONSTITUTE A BREACH OF THIS AMENDED AGREEMENT OR GIVE RISE TO ANY
RIGHTS ON THE PART OF THE EMPLOYEE. FOLLOWING ANY ADJUSTMENT HEREUNDER, ALL
REFERENCES IN THIS AMENDED AGREEMENT TO BASE SALARY SHALL BE DEEMED TO REFER TO
THE EMPLOYEE'S TOTAL BASE COMPENSATION, WHICH SHALL EQUAL THE SUM OF THE
ADJUSTED BASE SALARY AND AN ALLOWANCE EQUAL TO 30/70 OF THE ADJUSTED BASE
SALARY. FOR THE AVOIDANCE OF DOUBT, THE TERM "ORIGINALLY AGREED UPON WAGES FROM
CURRENT EMPLOYMENT" SHALL REFER TO THE WAGES FROM CURRENT EMPLOYMENT IN EFFECT
IMMEDIATELY PRIOR TO THE ADJUSTMENTS DESCRIBED IN CLAUSES (I) AND (II).
6.
DURATION OF THE AGREEMENT AND TERMINATION.
(A)
THIS AMENDED AGREEMENT SHALL BE IN FORCE FOR AN INDEFINITE PERIOD
OF TIME. EMPLOYEE AND THE COMPANY EACH MAY TERMINATE THIS AMENDED AGREEMENT BY
PROVIDING AT LEAST ONE MONTH'S PRIOR WRITTEN NOTICE (OR SUCH LONGER NOTICE AS
MAY BE REQUIRED BY LAW) IN A "NOTICE OF TERMINATION" TO THE OTHER. THE COMPANY
SHALL BE ENTITLED TO PROVIDE PAY IN LIEU OF NOTICE WHERE PERMITTED BY APPLICABLE
LAW. NO NOTICE SHALL BE REQUIRED IN THE EVENT OF A TERMINATION FOR URGENT CAUSE
("DRINGENDE REDEN"). FOR PURPOSES OF THIS AMENDED AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION
PROVISION IN THIS AMENDED AGREEMENT RELIED UPON, SHALL SET FORTH IN REASONABLE
DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF
THE EMPLOYEE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED AND SHALL ATTACH ANY
PRIOR NOTICES REQUIRED UNDER THIS SECTION 6.
(B)
IN THE EVENT OF A TERMINATION OF THE EMPLOYEE'S EMPLOYMENT (1) BY
THE COMPANY WITHOUT CAUSE OR (2) BY THE EMPLOYEE FOR GOOD REASON (AS SUCH TERMS
ARE DEFINED BELOW), THE
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