COMPANY AND THE GROUP COMPANIES AND THAT HE WILL NOT
ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY OTHER BUSINESS OR OCCUPATION DURING THE
TERM.
THE EXECUTIVE MAY (I) SERVE ON
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CORPORATE, CIVIC OR CHARITABLE BOARDS OR COMMITTEES AND OTHERWISE ENGAGE IN
CHARITABLE AND CIVIC ACTIVITIES AND (II) ENGAGE IN PERSONAL INVESTMENT
ACTIVITIES ON BEHALF OF HIMSELF OR HIS FAMILY; PROVIDED THAT THE EXECUTIVE
CONTINUES TO DEVOTE SUBSTANTIALLY ALL OF HIS TIME AND ATTENTION TO THE AFFAIRS
OF THE COMPANY AND THE GROUP COMPANIES.
(C)
THE COMPANY
RESERVES THE RIGHT TO REQUIRE THE EXECUTIVE NOT TO ATTEND WORK AND/OR NOT TO
UNDERTAKE ALL OR ANY OF HIS DUTIES HEREUNDER DURING A PERIOD OF UP TO TWELVE
(12) MONTHS IMMEDIATELY PRECEDING THE TERMINATION OF HIS EMPLOYMENT; PROVIDED
THAT THE COMPANY SHALL CONTINUE TO PAY THE EXECUTIVE'S BASE SALARY AND
CONTRACTUAL BENEFITS FOR SUCH PERIOD.
THIS SECTION 3(C) SHALL NOT AFFECT THE
GENERAL RIGHT OF THE COMPANY TO SUSPEND THE EXECUTIVE FOR CAUSE (AS DEFINED
BELOW).
4.
COMPENSATION AND RELATED MATTERS.
AS FULL COMPENSATION
FOR THE EXECUTIVE'S PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES HEREUNDER
DURING THE TERM, THE COMPANY SHALL PAY THE EXECUTIVE THE COMPENSATION AND
PROVIDE THE BENEFITS SET FORTH BELOW AND IN SECTION 5 OF THIS AGREEMENT:
(A)
BASE
SALARY.
DURING THE TERM, THE COMPANY SHALL PAY THE EXECUTIVE AN ANNUAL SALARY
(THE "BASE SALARY") OF $300,000 U.S., LESS APPLICABLE WITHHOLDING AND OTHER
DEDUCTIONS, PAYABLE BI-MONTHLY IN ARREARS ON THE DAY APPOINTED BY THE BOARD FOR
THE PAYMENT OF SALARIES OR PRO RATA IF THE EXECUTIVE IS EMPLOYED FOR LESS THAN A
FULL PAY PERIOD.
THE COMPENSATION AND NOMINATING COMMITTEE OF THE BOARD,
SUBJECT TO RATIFICATION OF THE BOARD, MAY, IN ITS SOLE DISCRETION, INCREASE OR
DECREASE THE BASE SALARY AT ANY TIME DURING THE TERM; PROVIDED, HOWEVER, THAT IN
NO EVENT SHALL THE BASE SALARY BE DECREASED AT ANY TIME DURING THE TERM BELOW
THE RATE OF $300,000 U.S. PER ANNUM.
THE BASE SALARY SHALL BE INCLUSIVE OF ANY
DIRECTOR'S FEES OR OTHER FEES
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OR REMUNERATION PAYABLE TO THE EXECUTIVE BY THE COMPANY OR ANY GROUP COMPANY
AND, ACCORDINGLY, EITHER THE EXECUTIVE SHALL PAY OVER OR CAUSE TO BE PAID OVER
TO THE COMPANY ALL SUCH FEES OR REMUNERATION PAID OR PAYABLE TO HIM OR THE BASE
SALARY SHALL BE REDUCED BY THE AMOUNT OF SUCH FEES OR REMUNERATION.
(B)
BONUSES.
THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN THE COMPANY'S ANNUAL BONUS
PLAN, WITH A TARGET BONUS EQUAL TO 100% OF THE BASE SALARY (THE "TARGET
BONUS").
IF THE COMPANY'S ANNUAL BONUS PLAN IS TERMINATED DURING THE TERM, THE
EXECUTIVE SHALL REMAIN ENTITLED TO AN ANNUAL BONUS ON THE SAME TERMS AND
CONDITIONS AS WERE CONTAINED IN SUCH ANNUAL BONUS PLAN, WITH A TARGET BONUS
EQUAL TO THE TARGET BONUS.
NOTWITHSTANDING ANY PROVISION IN SUCH ANNUAL BONUS
PLAN TO THE CONTRARY, THE ANNUAL BONUS, IF ANY, EARNED BY THE EXECUTIVE WITH
RESPECT TO A FISCAL YEAR WILL BE PAID TO THE EXECUTIVE NO LATER THAN
SEVENTY-FIVE