JPMorgan - KASE

compensation (representing salary, bonus and car allowances and other items). For the year
ended December 31, 2001, we granted our executive officers in the aggregate options to
purchase 665,900 common shares at exercise prices equal to market prices prevailing at the time
of grant.
Service Contracts
We entered into agreements with each of Messrs. Azancot, Gay, Peart and Thomas which provide
for payments to each of these individuals in the event: (a) their employment with us is
terminated without just cause within six months after the occurrence of a change of control of
the company; or (b) after a change of control of the company, they do not continue to be
employed by us at a level of responsibility or of compensation at least commensurate with their
level of responsibility and compensation immediately prior to the change of control and they
elect, within six months after the occurrence of the change of control, to treat their employment
as having been terminated as a result thereof; or (c) they are required by us to relocate their base
of operations to a city other than in the United Kingdom (in the case of Messrs. Azancot, Gay and
Peart) or other than Almaty, Kazakhstan (in the case of Mr. Thomas), except for required travel,
and they elect, within six months after the occurrence of the change of control, to treat their
employment as being terminated as a result thereof; or (d) they elect in writing within
six months after the occurrence of a change of control, to treat their employment as being
terminated, such termination to take effect at the end of the six-month period following such
change of control. If any of the foregoing events were to occur, the amount to be paid to the
executive officer would be equal to twelve times the sum of: (i) the executive officer’s monthly
salary at the time of the termination of employment; (ii) our monthly contributions paid on
behalf of the executive officer to any of our group benefits plans (including our savings plan);
and (iii) in the case of Mr. Thomas, an amount equal to the most recent annual bonus paid by us
to Mr. Thomas prior to his termination, so long as a bonus had been paid to him within
twelve months prior to his termination. The agreements also provide that upon termination of
employment, all unexercised and unvested stock options then held by the executive officer shall
forthwith vest and become exercisable for a period of 60 days after termination, after which
period such options will terminate.
For the purposes of these agreements, a “change of control of the company” is defined to mean:
(i) the sale, lease or transfer of all or substantially all of our assets; (ii) any change in the
registered holdings or beneficial ownership of our common shares which result in any person or
group of persons, acting jointly or in concert, or any affiliate of such persons or group of persons,
owning, holding or controlling, directly or indirectly, more than 30% of the outstanding common
shares; (iii) our “incumbent directors” no longer constituting a majority of our board; or (iv) any
determination by a majority of non-management “incumbent directors” that a change of control
has or is about to occur. The “incumbent directors” are defined as, at any time, our directors at
the time of the execution of the agreements with the executive officers who continue to be
directors at that time plus any other director at that time whose election to our board was
approved by a majority of the incumbent directors at the time of such election.
Our board approved annual compensation to Mr. Isautier of $400,000 effective April 1, 2000 and
$500,000 effective January 1, 2002. His annual compensation was increased to $530,000, effective
October 1, 2002. Our board also approved a severance provision providing for the payment of an
amount equal to three years’ salary and benefits to Mr. Isautier in the event of termination by
the board of his employment with us (without cause) or of his resignation upon a change of
control.
Pension Contributions
We pay to our UK-based employees, in addition to their salary, a cash amount equal to 10% of
their salary as a pension contribution. This amount is paid directly to the UK-based employees on
a monthly basis.
Incentive Stock Option Plan
We have an incentive stock option plan, which is in accordance with the Toronto Stock Exchange,
or the TSX, revised policy on listed company share incentive arrangements. This plan was
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