PROCEEDINGS IN THE ENGLISH COURTS, SUBJECT TO AND IN
ACCORDANCE WITH THE PROVISIONS OF THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999, BUT THE PARTIES RESERVE THE RIGHT TO RESCIND OR VARY THE CONTRACT MADE BY
THIS AGREEMENT WITHOUT THE CONSENT OF ANY RELATED ENTITY.
(VII)
SECTIONS 4(C) AND (D) AND THIS SECTION 4(E) AND,
SOLELY FOR THE PURPOSES OF CONSTRUING SECTIONS 4(C) AND (D) AND THIS
SECTION 4(E), ANY OTHER SECTION OF
12
THIS AGREEMENT TO THE EXTENT THAT THE SAME APPLIES TO SECTIONS 4(C) AND (D) AND
THIS SECTION 4(E), SHALL, IN RELATION TO ANY ACTUAL, THREATENED OR ANTICIPATED
BREACH OF ANY OF THE PROVISIONS OF SECTIONS 4(C) OR (D) BY OR ON BEHALF OF THE
EXECUTIVE ANYWHERE IN ENGLAND, WALES, SCOTLAND OR NORTHERN IRELAND, BE GOVERNED
BY AND CONSTRUED SOLELY IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES, AND TO
THAT EXTENT THE FIRST SENTENCE OF SECTION 10(D) SHALL NOT APPLY.
5.
TERMINATION OF EMPLOYMENT.
(A)
THE TERM AND THE EXECUTIVE'S EMPLOYMENT BY
THE COMPANY AND ITS RELATED ENTITIES (I) MAY BE TERMINATED (A) BY THE COMPANY AT
ANY TIME WITH CAUSE IN ACCORDANCE WITH SECTION 5(E)(I), WITHOUT CAUSE OR DUE TO
EXECUTIVE'S DISABILITY, OR (B) BY THE EXECUTIVE FOR GOOD REASON IN ACCORDANCE
WITH SECTION 5(E)(III) AND (II) SHALL AUTOMATICALLY TERMINATE UPON EXECUTIVE'S
DEATH.
UPON ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT, EXECUTIVE AGREES TO
AUTOMATICALLY RESIGN, AND IS DEEMED TO HAVE AUTOMATICALLY RESIGNED FROM, ALL
POSITIONS WITH THE COMPANY AND ITS RELATED ENTITIES, INCLUDING AS A MEMBER OF
THE BOARD OR THE BOARD OF ANY SUBSIDIARY.
IN THE EVENT EITHER PARTY PROVIDES A
NOTICE OF NON-RENEWAL, THE COMPANY MAY PLACE EXECUTIVE ON GARDEN LEAVE DURING
ALL OR A PORTION OF THE 90-DAY NOTICE PERIOD, WHICH MAY ENTAIL, WITHOUT
LIMITATION, RELIEVING EXECUTIVE OF HIS POSITIONS AND/OR DUTIES WITH THE COMPANY
AND ITS RELATED ENTITIES OR PREVENTING EXECUTIVE FROM PERFORMING HIS SERVICES AT
A COMPANY LOCATION AND ANY SUCH ACTIONS SHALL NOT BE A BREACH OF THIS AGREEMENT,
BE CONSIDERED TO BE A TERMINATION OF THE EXECUTIVE WITHOUT CAUSE OR CONSTITUTE
AN EVENT OF "GOOD REASON".
THE COMPANY SHALL CONTINUE TO COMPLY WITH ITS
OBLIGATIONS UNDER SECTION 3 DURING ANY PERIOD OF GARDEN LEAVE.
(B)
IN THE EVENT THE TERM AND THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY EXECUTIVE FOR GOOD REASON OR BY THE COMPANY FOR ANY
REASON OTHER THAN CAUSE, EXECUTIVE'S DISABILITY OR DUE TO A NOTICE OF
NON-RENEWAL IN COMPLIANCE WITH SECTION 2, EXECUTIVE SHALL BE ENTITLED TO
RECEIVE
(I) THE AMOUNT OF EXECUTIVE'S BASE SALARY AND EXPENSES ACCRUED WITH
RESPECT TO THE PERIOD PRIOR TO THE DATE OF TERMINATION OF EXECUTIVE'S
EMPLOYMENT, TO THE EXTENT NOT PREVIOUSLY PAID; (II) BONUS FOR THE PRIOR YEAR, IF
ANY, THAT THE COMPANY HAS DECLARED THAT EXECUTIVE HAS EARNED BUT WHICH HAS NOT
YET BEEN PAID; (III) A LUMP SUM CASH PAYMENT IN AN AMOUNT EQUAL TO THE REMAINING
GUARANTEE, IF ANY, PAYABLE UNDER THE AGREEMENT; AND (IV) CONTINUED MEDICAL
COVERAGE AT ACTIVE EMPLOYEE RATES FOR THE LONGER