PERIOD, THE EMPLOYEE SHALL BE ENTITLED TO PAID
VACATION OF TWENTY FIVE DAYS PER YEAR.
THE ABILITY TO CARRY FORWARD VACATION
TIME SHALL BE SUBJECT TO THE COMPANY'S VACATION POLICY APPLICABLE GENERALLY TO
EXECUTIVE OFFICERS OF THE COMPANY AS IN EFFECT FROM TIME TO TIME.
THE EMPLOYEE
IS NOT ENTITLED TO HOLIDAY ALLOWANCES.
(E)
THE COMPANY SHALL PROMPTLY REIMBURSE THE EMPLOYEE FOR ALL REASONABLE
BUSINESS EXPENSES UPON THE PRESENTATION OF STATEMENTS OF SUCH EXPENSES IN
ACCORDANCE WITH THE COMPANY'S POLICIES AND PROCEDURES NOW IN FORCE OR AS SUCH
POLICIES AND PROCEDURES MAY BE MODIFIED WITH RESPECT TO ALL SENIOR EXECUTIVE
OFFICERS OF THE COMPANY.
3.
Employment Period.
The Employment Period commenced on 12 October 1998 and shall continue
indefinitely, provided that the Employment Period may be terminated during the
Employment Period upon the earliest to occur of the following events upon
written notice in accordance with Section 4 below (the "Termination Date"):
(A)
DEATH.
THE EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(B)
URGENT CAUSE.
THE COMPANY MAY TERMINATE THE EMPLOYEE'S EMPLOYMENT
HEREUNDER FOR URGENT CAUSE, THAT IS WITHOUT PRIOR APPROVAL OF A DUTCH COURT OR
GOVERNMENT BODY AS IS AUTHORIZED BY DUTCH LABOR LAW.
BY WAY OF ILLUSTRATION,
AND WITHOUT LIMITATION, FOR PURPOSES OF THIS AMENDED AGREEMENT, THE TERM "URGENT
CAUSE" SHALL MEAN: (I) A WILLFUL AND MATERIAL VIOLATION BY THE EMPLOYEE OF
EITHER SECTION 1(C) OR 7 OF THIS AMENDED AGREEMENT (UNLESS SUCH VIOLATION IS
CURED BY THE EMPLOYEE WITHIN THIRTY (30) DAYS OF RECEIPT OF A WRITTEN NOTICE
FROM THE BOARD OF THE COMPANY WHICH SPECIFICALLY IDENTIFIES THE FACTS AND
CIRCUMSTANCES OF SUCH VIOLATION); (II) THE WILLFUL FAILURE BY THE EMPLOYEE TO
SUBSTANTIALLY PERFORM THE DUTIES REASONABLY ASSIGNED TO HIM WITHIN THE SCOPE OF
THE EMPLOYEE'S DUTIES AND AUTHORITY AS STATED IN SECTION 1(A) HEREUNDER (OTHER
THAN AS A RESULT OF PHYSICAL OR MENTAL ILLNESS OR INJURY), AFTER DELIVERY TO THE
EMPLOYEE OF A WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE THAT SPECIFICALLY
IDENTIFIES THE MANNER IN WHICH THE EMPLOYEE HAS NOT SUBSTANTIALLY PERFORMED THE
EMPLOYEE'S DUTIES AND PROVIDES THE EMPLOYEE THIRTY (30) DAYS TO BEGIN TO
SUBSTANTIALLY PERFORM, PROVIDED THAT THE COMPANY SHALL NOT HAVE THE RIGHT TO
TERMINATE THE EMPLOYEE'S EMPLOYMENT HEREUNDER FOR URGENT CAUSE IF THE EMPLOYEE
BEGINS TO SUBSTANTIALLY PERFORM WITHIN SUCH THIRTY-DAY PERIOD; (III) THE
EMPLOYEE'S WILLFUL MISCONDUCT, WILLFUL WASTE OF CORPORATE ASSETS OR GROSS
NEGLIGENCE WHICH IN ANY SUCH EVENT SUBSTANTIALLY AND MATERIALLY INJURES THE
COMPANY AND ITS AFFILIATES; OR (IV) THE INDICTMENT OF THE EMPLOYEE FOR A FELONY
OR OTHER SERIOUS CRIME INVOLVING MORAL TURPITUDE.
IN ORDER FOR A TERMINATION TO
BE CONSIDERED TO BE FOR URGENT CAUSE, THE NOTICE OF TERMINATION (AS DEFINED
BELOW) MUST BE DELIVERED WITHIN SIX (6) MONTHS OF THE DATE ON WHICH THE COMPANY
FIRST KNOWS OF THE EVENT CONSTITUTING URGENT CAUSE.
(C)
GOOD REASON.
THE EMPLOYEE MAY TERMINATE HIS EMPLOYMENT HEREUNDER FOR GOOD
REASON.
FOR PURPOSES OF THIS AMENDED AGREEMENT, THE TERM "GOOD REASON" SHALL
MEAN: (I) A REDUCTION BY THE COMPANY IN THE EMPLOYEE'S