INITIALLY BE ENTITLED TO FOUR (4) WEEKS (OR A PRO RATA PORTION THEREOF, AS THE
CASE MAY BE,) OF PAID VACATION FOR EACH YEAR OF THE TERM IN ACCORDANCE WITH THE
COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME AND TAKEN IN A MANNER WHICH WILL
NOT UNREASONABLY INTERFERE WITH EXECUTIVE'S DUTIES HEREUNDER.
EXECUTIVE SHALL
ALSO BE ENTITLED TO PAID HOLIDAYS AND ANY OTHER TIME OFF IN ACCORDANCE WITH THE
COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME.
(D)
OTHER BENEFITS.
IN ADDITION, EXECUTIVE
SHALL ALSO BE ENTITLED DURING THE TERM TO THE BENEFITS AND PERQUISITES
IDENTIFIED IN EXHIBIT D TO THIS AGREEMENT.
5.
TERMINATION.
EXECUTIVE'S EMPLOYMENT
HEREUNDER MAY BE TERMINATED PRIOR TO THE END OF THE TERM UNDER THE FOLLOWING
CIRCUMSTANCES:
(A)
DEATH; TOTAL DISABILITY.
EXECUTIVE'S
EMPLOYMENT HEREUNDER SHALL TERMINATE UPON EXECUTIVE'S DEATH, AND THE COMPANY MAY
TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER IN THE EVENT OF EXECUTIVE'S "TOTAL
DISABILITY." FOR PURPOSES OF THIS AGREEMENT, "TOTAL DISABILITY" SHALL MEAN
EXECUTIVE'S (A) BECOMING ELIGIBLE TO RECEIVE BENEFITS UNDER ANY LONG-TERM
DISABILITY INSURANCE PROGRAM OR (B) FAILURE TO PERFORM THE DUTIES AND
RESPONSIBILITIES CONTEMPLATED UNDER THIS AGREEMENT FOR A PERIOD OF MORE THAN 180
DAYS DURING ANY CONSECUTIVE 12-MONTH PERIOD DUE TO PHYSICAL OR MENTAL INCAPACITY
OR IMPAIRMENT.
(B)
TERMINATION BY THE COMPANY FOR CAUSE.
THE
COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE UPON WRITTEN
NOTICE (AS DESCRIBED BELOW) TO EXECUTIVE REFERRING TO THIS SECTION 5(B).
FOR
PURPOSES OF THIS AGREEMENT, THE TERM "CAUSE" SHALL MEAN (I) GROSS NEGLECT BY THE
EXECUTIVE OF THE EXECUTIVE'S DUTIES HEREUNDER; (II) CONVICTION (INCLUDING
CONVICTION ON A NOLO CONTENDERE PLEA) OF THE EXECUTIVE OF ANY FELONY;
(III) CONVICTION (INCLUDING CONVICTION ON A NOLO CONTENDERE PLEA) OF THE
EXECUTIVE OF ANY NON-FELONY CRIME OR OFFENSE INVOLVING THE PROPERTY OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR EVIDENCING MORAL TURPITUDE;
(IV) WILLFUL MISCONDUCT BY THE EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF
THE EXECUTIVE'S DUTIES HEREUNDER; (V) BREACH BY THE EXECUTIVE OF ANY MATERIAL
PROVISION OF THIS AGREEMENT; (VI) AN ASSERTION BY THE HONG KONG JOCKEY CLUB OR
ANY AFFILIATED COMPANY THEREOF (THE "HKJC"), THAT EXECUTIVE IS OR MAY BE ACTING
IN VIOLATION OF THE TERMS OF HIS AGREEMENT WITH THE HKJC, PARTICULARLY, BUT
WITHOUT LIMITATION, AN ASSERTION THAT EXECUTIVE IS ACTING IN VIOLATION OF HIS
OBLIGATION TO NOT COMPETE WITH THE BUSINESS INTERESTS OF THE HKJC, OR (VII) ANY
OTHER CONDUCT ON THE PART OF THE EXECUTIVE WHICH WOULD MAKE THE EXECUTIVE'S
CONTINUED EMPLOYMENT BY THE COMPANY MATERIALLY PREJUDICIAL TO THE BEST INTERESTS
OF THE COMPANY, AS DETERMINED BY THE COMPANY ACTING IN GOOD FAITH.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE SHALL NOT BE DEEMED TO HAVE BEEN
TERMINATED FOR CAUSE UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO
EXECUTIVE WRITTEN NOTICE SETTING FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED AS THE BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT
AND, WITH RESPECT TO CLAUSES (I), (IV), (V), (VI) AND (VII) HEREOF, EXECUTIVE
SHALL HAVE FAILED TO CURE SUCH CAUSE WITHIN THIRTY DAYS AFTER
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