Amended Employment Agreement/Marc N. Bell



 






Exhibit 10.4




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 27, 2006, by and between
Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the
“Company”), and Marc N. Bell (the “Executive”).



WITNESSETH




     A. WHEREAS, the Executive has served as Vice President and General Counsel of the Company
pursuant to an Employment Agreement dated as of April 15, 1994 (the “Prior Employment Agreement”);



     B. WHEREAS, the Company and the Executive desire to amend and restate the Prior Employment
Agreement, effective as of January 1, 2006 (as so amended and restated, this “Agreement”), to
provide for the continued employment of the Executive by the Company for the period and upon the
terms and conditions set forth herein; and



     C. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
the Company and the Executive hereby agree as follows:



          1. Employment and Term.



               (a) Effective January 1, 2006, the Company agrees to employ the Executive, and the Executive
accepts employment by the Company, as its Vice President and General Counsel upon the terms and
conditions set forth herein.



               (b) Subject to Sections 1(c) and (d) and the provisions for termination hereinafter provided
in Section 6, the term of the Executive’s employment hereunder shall be



 









 







from January 1, 2006 (the “Effective Date”) through and including the day immediately
preceding the second anniversary of the Effective Date (the “Initial Period”).



               (c) On the first anniversary of the Effective Date and on each subsequent anniversary of such
date (each a “Renewal Date”), the term of this Agreement shall automatically be extended by one
additional calendar year (the “Extension Period”) unless either party shall have provided notice to
the other within the sixty-day period prior to a Renewal Date that such party does not desire to
extend the term of this Agreement, in which case no further extension of the term of this Agreement
shall occur pursuant hereto but all previous extensions of the term shall continue to be given full
force and effect.



               (d) For purposes of this Agreement, subject to the provisions for termination hereinafter
provided in Section 6, the term “Employment Period” means the Initial Period, if the term of this
Agreement has not been extended pursuant to Section 1(c); otherwise, the period beginning on the
Effective Date and ending with the last day of the most recently arising Extension Period.
Notwithstanding the foregoing, the Employment Period shall terminate on the applicable date set
forth in Section 6 and shall not include any Severance Period (as hereinafter defined).



          2. Duties.



               (a) Throughout the Employment Period, the Executive shall be the Vice President and General
Counsel of the Company, reporting directly to the Executive Chairman, the Chief Executive Officer
or the Executive Vice President of the Company, and shall have all duties and authorities as
customarily exercised by an individual serving in such positions in a company the nature and size
of the Company. The Executive shall at all times comply with all written Company policies
applicable to him.



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               (b) Throughout the Employment Period, the Executive shall devote substantially all his working
hours to performing his services to the Company hereunder, and shall use his reasonable best
efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use
his reasonable best efforts to promote the interests of the Company and its subsidiaries and
affiliates.



               (c) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from
(i) serving on the boards of directors of a reasonable number of other business entities (other
than public companies), trade associations and/or charitable organizations, (ii) engaging in
charitable activities and community affairs, (iii) managing his personal and/or family investments
and affairs, and (iv) engaging in any other activities (including serving on the boards of
directors of public companies) approved by the Board or the Chief Executive Officer; provided,
however, that such activities do not interfere with the proper performance of his duties and
responsibilities specified in Section 2(b).



          3. Compensation.



               As compensation for his services to be performed hereunder and for his acceptance of the
responsibilities described herein, the Company agrees to pay the Executive, and the Executive
agrees to accept, the following compensation and other benefits:



               (a) Base Salary. During the Employment Period, the Company shall pay the Executive a salary
(the “Base Salary”) at the rate of $375,000 per annum, payable in equal installments at such
payment intervals as are the usual custom of the Company, but not less often than monthly. In
addition to the foregoing, the Board shall periodically review such Base Salary and may increase
(but not decrease) it from time to time, in its sole discretion. After any increase, “Base Salary”
as used in this Agreement shall mean the increased amount.



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               (b) Annual Incentive Compensation. Subject to the approval of the Company’s Senior Executive
Annual Bonus Plan (together with any amendments thereto, the “Plan”) by the Company’s shareholders
at the Company’s 2006 annual shareholders’ meeting, during the Employment Period, the Executive
shall be entitled to participate in the Plan, including any successor thereto, commencing with the
calendar year ending December 31, 2006, and be eligible to receive an annual bonus (“Bonus Amount”)
based on a target bonus opportunity of 25% of Base Salary. Bonus payments shall be subject to
compliance with performance goals determined by the Compensation Committee of the Board in
accordance with the Plan.



               (c) Long-Term Incentive Plans. During the Employment Period, the Executive shall be entitled
to participate in the long-term incentive plans of the Company, including, but not limited to, the
Company’s Amended and Restated 1999 Long-Term Incentive Plan (together with any amendments thereto,
the “LTIP”).



               (d) Benefit Plans. During the Employment Period and as otherwise provided herein in Section
6, the Executive shall be entitled to participate in the employee welfare and health benefit plans
(including, but not limited to, life insurance, health and medical, dental and disability plans)
and other employee benefit plans, including but not limited to qualified pension plans and the SERP
(as defined in Section 9 hereof), established by the Company from time to time for the general and
overall benefit of the senior executives of the Company; provided that nothing herein contained
shall be construed as requiring the Company to establish or continue any particular benefit plan in
discharge of its obligations hereunder.



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          4. Vacation and Other Benefits.



               During the Employment Period, the Executive shall be entitled to not less than four (4) weeks
of paid vacation each year of his employment hereunder, as well as to payment or reimbursement of
all reasonable expenses incurred by the Executive in the performance of his responsibilities and
the promotion of the Company’s businesses. The Executive shall submit to the Company periodic
statements of all expenses so incurred. Subject to such audits as the Company may deem necessary,
the Company shall reimburse the Executive the full amount of any such expenses advanced by him
promptly in the ordinary course.



          5. Executive Covenants.



               Provided that the Company is not in material default to the Executive on any of its
obligations under this Agreement, the Executive agrees as follows:



               (a) Except with the consent of or as directed by the Board or otherwise in the ordinary course
of the business of the Company or any subsidiary, affiliate or investee in which the Company holds,
directly or indirectly, more than a 20% equity interest (a “Significant Investee”), the Executive
shall keep confidential and not divulge to any other person, during the Employment Period or
thereafter, any business secrets and other confidential information regarding the Company, its
subsidiaries, its affiliates and/or its Significant Investees, except for information which is or
becomes publicly available or known within the relevant trade or industry other than as a result of
disclosure by the Executive in violation of this Section 5(a). Anything herein to the contrary
notwithstanding, the provisions of this Section 5(a) shall not apply (i) when disclosure is
required by law or by any court, arbitrator, mediator or administrative or legislative body
(including any committee thereof) with apparent jurisdiction to order the Executive to disclose or
make accessible any information, (ii) when disclosure is



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necessary to resolve an issue raised in good faith in any litigation, arbitration or mediation
involving this Agreement or any other agreement between the Executive and the Company or any of its
subsidiaries, affiliates or Significant Investees, including, but not limited to, the enforcement
of such agreements or (iii) when disclosure is required in connection with the Executive’s
cooperation pursuant to Section 5(f).



               (b) All papers, books and records of every kind and description relating to the business and
affairs of the Company, its subsidiaries, affiliates or Significant Investees, whether or not
prepared by the Executive are the exclusive property of the Company, and the Executive shall
surrender them to the Company, at any time upon request by the President of the Company, during or
after the Employment Period. Anything to the contrary notwithstanding, the Executive shall be
entitled to retain (i) papers and other materials of a personal nature, including, but not limited
to, photographs, correspondence, personal diaries, calendars and Rolodexes, personal files and
phone books, (ii) information showing his compensation or relating to reimbursement of expenses,
(iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of
plans, programs and agreements relating to his employment, or if applicable, his termination of
employment, with the Company or any of its subsidiaries or affiliates.



               (c) During the Employment Period and during any Severance Period in which the Executive is
eligible to receive severance pursuant to Section 6, the Executive shall not, without the prior
written consent of the Board, participate as a director, officer, employee, agent, representative,
stockholder, or partner, or have any direct or indirect financial interest as a creditor, in any
business which directly or indirectly competes with a business in which the Company, a subsidiary,
affiliate or Significant Investee (collectively, the “Restricted Group”) is



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engaged both for some period during the Employment Period and on the day the Executive’s
employment is terminated hereunder (“Competitive Business”); provided, however, that this Section
5(c) shall not restrict the Executive from holding up to 5% of the publicly traded securities of
any entity which so competes with the Company. Anything to the contrary notwithstanding, this
Section 5(c) shall not prohibit the Executive from (i) serving on the board of directors of any
entity on which he was serving prior to his termination date, (ii) providing services to a
subsidiary, division or affiliate of a Competitive Business if such subsidiary, division or
affiliate is not itself engaged in a Competitive Business and the Executive does not provide
services to or with respect to the Competitive Business, (iii) engaging in any activity with the
prior written approval of the Chief Executive Officer of the Company, (iv) practicing law in a law
firm that represents a Competitive Business provided that the Executive does not personally
represent such Competitive Business, or (v) investment banking activities (including without
limitation with an investment entity for its own account or a fund operated by it) provided such
activities do not involve any investment opportunity that the Company, a subsidiary or an affiliate
is considering or advising on at the time of termination of the Employment Period either for its
own account, any fund managed by it or for any customer or potential customer of the Company or
such entity.



               (d) During the Employment Period and during any Severance Period in which the Executive is
eligible to receive severance pursuant to Section 6, the Executive shall not, without the prior
written consent of the Board, either for his own account or for any person, firm or company (i)
solicit any customer of the Company, its subsidiaries or affiliates (other than with respect to
products and services not provided by any member of the Restricted Group on the date the
Executive’s employment is terminated), or (ii) solicit or endeavor to cause any employee



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of any member of the Restricted Group to leave such employment or induce or attempt to induce
any such employee to breach any written employment agreement with the Company, its subsidiaries or
affiliates, provided the Executive knows (or reasonably should have known) about the provisions of
such agreement.



               (e) Without limiting any other provision of this Agreement, the Executive hereby agrees to act
in a manner consistent with, and to use his reasonable best efforts to cause the Company, its
subsidiaries and its affiliates, as appropriate, to comply with, any obligations known to the
Executive and imposed on the Company, its subsidiaries or affiliates, by law, rule, regulation,
ordinance, order, decree, instrument, agreement, understanding or other restriction of any kind.



               (f) The Executive hereby agrees to provide reasonable cooperation to the Company, its
subsidiaries and affiliates during the Employment Period and, subject to his other personal and
business commitments, any Severance Period in any litigation between the Company, its subsidiaries
or affiliates, and third parties.



               (g) The parties agree that the Company shall, in addition to other remedies provided by law,
have the right and remedy to have the provisions of this Section 5 specifically enforced by any
court having equity jurisdiction, it being acknowledged and agreed that any breach or threatened
breach by the Executive of the provisions of this Section 5 will cause irreparable injury to the
Company and that money damages will not provide an adequate remedy to the Company. Nothing
contained herein shall be construed as prohibiting the Company from pursuing any other remedies
available to it for such breach or threatened breach, including the recovery of damages from the
Executive.



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          6. Termination of Employment Period and Severance.



               (a) Termination by the Company without Cause. Except as provided in Section 6(d), if for any
reason the Company wishes to terminate the Employment Period and the Executive’s employment
hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the
Company shall give notice (the “Termination Notice”) to the Executive stating such intention, (ii)
the Employment Period shall terminate on the date set forth in the Termination Notice (the
“Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a
period of twenty-four months (such period, the “Severance Period”). During the Severance Period,
the Executive shall continue to receive the Base Salary under Section 3(a), shall be entitled to an
annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the
Executive for the performance period immediately prior to the year in which the Termination Notice
is given but not greater than 25% of Base Salary) and the Executive and his eligible dependents
shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the
Company’s long-term disability and life insurance plans) of this Agreement as if the Employment
Period continued throughout the Severance Period; provided that if such plans or programs do not
permit the Executive and/or his eligible dependents continued participation, the Company shall pay
the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him
in the same economic position as if he and/or his eligible dependents had continued in such plans
and/or programs. In addition, the Executive shall be entitled to (x) payment of any earned but
unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date
and any unreimbursed business expenses, with such payment made in accordance with Company practices
in effect on the date of his termination of employment, and (y) any other rights, benefits or
entitlements in accordance with this Agreement or any applicable plan, policy,



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program, arrangement of, or other agreement with, the Company or any of its subsidiaries or
affiliates.



               (b) Death. If the Executive dies during the Employment Period, the Employment Period shall
automatically terminate and the Severance Period described in Section 6(a) hereof shall immediately
commence. The Executive’s designated beneficiary(ies) (or his estate in the absence of any
surviving designated beneficiary) shall be entitled to the rights, benefits and other entitlements
as set forth in Section 6(a) as if the Executive’s employment had been terminated by the Company
without Cause, including, without limitation, the payments and benefit continuation during the
Severance Period as set forth in Section 6(a), provided that if any benefit plan or program does
not permit the Executive’s eligible dependents to continue to participate in such plan or program,
the Company shall pay the Executive’s eligible dependents, quarterly, an amount (not to exceed
$35,000 per year) which after-tax will keep them in the same economic position as if they had
continued in such plans and/or programs. If the Executive dies during any Severance Period during
which he is entitled to benefits pursuant to Section 6, his designated beneficiary(ies) (or his
estate in the absence of any surviving designated beneficiary) shall continue to receive the
compensation that the Executive would have otherwise received during the remainder of the Severance
Period and his designated beneficiary(ies) shall be entitled to continue to participate in the
Company’s medical plans during the remainder of the Severance Period.



               (c) Disability. If the Executive is deemed to have a Disability (as hereinafter defined)
during the Employment Period, the Company shall be entitled to terminate the Executive’s employment
upon 30 days notice to the Executive. In the event of such termination, the Executive shall be
released from his duties under Section 2, and the



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Employment Period shall end and the Severance Period described in Section 6(a) hereof shall
immediately commence upon the expiration of such 30-day notice period. The Executive’s rights,
benefits and other entitlements during such Severance Period shall be as set forth in Section 6(a)
as if his employment had been terminated by the Company without Cause, and the Executive shall be
entitled to all such compensation and benefits during the Severance Period without any offset or
reduction except by such amounts, if any, as are paid to the Executive in lieu of compensation for
services under any applicable disability or other similar insurance policies of the Company (or by
the Company under any self insurance plan). For purposes of this Employment Agreement,
“Disability” shall mean mental or physical impairment or incapacity rendering the Executive
substantially unable to perform his duties under this Agreement for more than 180 days out of any
360-day period during the Employment Period. A determination of Disability shall be made by the
Board in its reasonable discretion after obtaining the advice of a medical doctor mutually selected
by the Company and the Executive. If the parties cannot agree upon a medical doctor, each party
shall select a medical doctor and the two doctors shall select a third who shall be the approved
medical doctor for this purpose.



               (d) Termination by the Company for Cause. The Company, by notice to the Executive, shall have
the right to terminate the Employment Period and the Executive’s employment hereunder in the event
of any of the following (any of which shall constitute “Cause” for purposes of this Agreement):



                    (i) the Executive having been convicted of or entered a plea of nolo contendere with respect
to a criminal offense constituting a felony;



                    (ii) the Executive having committed in the performance of his duties under this Agreement one
or more acts or omissions constituting fraud, dishonesty, or



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willful injury to the Company which results in a material adverse effect on the business,
financial condition or results of operations of the Company;



                    (iii) the Executive having committed one or more acts constituting gross neglect or willful
misconduct which results in a material adverse effect on the business, financial condition or
results of operations of the Company;



                    (iv) the Executive having exposed the Company to criminal liability substantially and
knowingly caused by the Executive which results in a material adverse effect on the business,
financial condition or results of operations of the Company; or



                    (v) the Executive having failed, after written warning from the Board specifying in reasonable
detail the breach(es) complained of, to substantially perform his duties under this Agreement
(excluding, however, any failure to meet any performance targets or to raise capital or any failure
as a result of an approved absence or any mental or physical impairment that could reasonably be
expected to result in a Disability).



     For purposes of the foregoing, no act or failure to act on the part of the Executive shall be
considered “willful” or “knowingly” unless it is done, or omitted to be done, by the Executive
without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act or failure to act that is expressly authorized by the Board pursuant to a
resolution duly adopted by the Board, or pursuant to the written advice of counsel for the Company,
shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best
interests of the Company. Notwithstanding the foregoing, termination by the Company for Cause
under clauses (ii) through (v) shall not be effective until and unless each of the following
provisions shall have been complied with: (a) notice of intention to terminate for Cause (a
“Preliminary Cause Notice”), the giving of which shall have been authorized by a vote



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of a majority of the members of the Board then in office, which shall include a written
statement of the particular acts or circumstances which are the basis for the termination for Cause
and shall set forth a reasonable period (not less than thirty days) to cure (the “Cure Period”),
shall have been given to the Executive by the Board within ninety days after the Company first
learns of the act, failure or event constituting Cause; (b) the Executive shall not have cured the
acts or circumstances complained of within the Cure Period; (c) the Board shall have called an in
person meeting of the Board, at which termination of the Executive is an agenda item, and shall
have provided the Executive with not less than twenty days’ notice thereof (which meeting shall be
held after the end of the Cure Period); (d) the Executive shall have been afforded the opportunity,
accompanied by counsel, to provide written materials to the members of the Board in advance of such
meeting and, if he so desires, to personally address the members of the Board at such meeting; and
(e) the Board shall have provided within three business days after such meeting, a written notice
of termination for cause, stating that, based upon the evidence it has received and reviewed, and
specifying in reasonable detail the acts and circumstances complained of, it has voted by a vote of
at least a majority of all of the members of the Board then in office to terminate the Executive
for Cause (such a notice, a “Cause Termination Notice”), which such notice shall be effective on
the day of receipt thereof by the Executive.



     Any termination of employment under this Section 6(d) shall not be followed by a Severance
Period and shall be without damages or liability to the Company for compensation and other benefits
which otherwise would have accrued to the Executive hereunder after the date of termination, but
any unpaid compensation, benefits and reimbursements accrued through the date of such termination,
including Base Salary and any unpaid bonus amount, shall be paid to the Executive at the times
normally paid by the Company and the Executive shall be entitled to



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any other rights, benefits or entitlements in accordance with this Agreement or any applicable
plan, policy, program, arrangement of, or other agreement with, the Company or any of its
subsidiaries or affiliates.



               (e) Voluntary Termination by the Executive. In the event of the voluntary termination of
employment by the Executive, the terms of the last paragraph of Section 6(d) shall apply; provided,
however, if (A) such voluntary termination occurs as a result of (and, except for a material
diminution of Executive’s duties and responsibilities that does not involve the failure to elect or
re-elect the Executive as Vice President and General Counsel of the Company or the removal of the
Executive from any such position, the Executive has given the Company notice of such event within
120 days of the Executive learning of such event): (i) a material diminution of the Executive’s
duties and responsibilities provided in Section 2, including, without limitation, the failure to
elect or re-elect the Executive as Vice President and General Counsel of the Company or the removal
of the Executive from any such position, (ii) a reduction of the Executive’s Base Salary or target
bonus opportunity as a percentage of Base Salary or any other material breach of any material
provision of this Agreement by the Company, (iii) relocation of the Executive’s office from the
Miami metropolitan area, (iv) the change in the Executive’s reporting relationship from direct
reporting to the Executive Chairman, the Chief Executive Officer or the Executive Vice President of
the Company or (v) the failure of a successor to all or substantially all of the Company’s business
and/or assets to promptly assume and continue the Company’s obligations under this Agreement,
whether contractually or as a matter of law, within 15 days of such transaction and (B) the
Executive gives the Company sixty days’ prior notice of his intent to voluntarily terminate his
employment for any (or all) of the reasons set forth in Section 6(e)(A)(i), (ii), (iii), (iv) or
(v) (which if the 120-day notice period set



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forth in clause (A) is applicable, such notice can be given at any time within such 120-day
notice period) and the Company shall not have cured such breach within such 60-day period, then the
Severance Period shall begin at the end of such 60-day period and the provisions of Section 6(a)
shall apply.



               (f) Retirement. Any termination of the Executive’s employment pursuant to Sections 6(a),
6(b), 6(c) or 6(e) (to the extent the provisions of Section 6(a) shall apply) shall be deemed a
“Retirement” for purposes of Section 8 of this Agreement.



               (g) Timing of Payments. Notwithstanding the other provisions of this Agreement, any payment
or other benefit required to be made to or provided to or with respect to the Executive under this
Agreement upon his termination of employment shall be made or provided promptly after the six month
anniversary of the Executive’s date of termination of employment to the extent necessary to avoid
imposition upon the Executive of any additional tax imposed under Section 409A of the Code. All
payments due and owing for the six month period shall be paid on the first day following the six
month anniversary of the Executive’s date of termination, with interest at the prime lending rate
as published in The Wall Street Journal and in effect as of the date the payment or benefit should
otherwise have been provided. In addition, if any payment or benefit permitted or required under
this Agreement or otherwise is reasonably determined by either party to be subject for any reason
to a material risk of additional tax pursuant to Section 409A of the Code, then the parties shall
promptly negotiate in good faith appropriate provisions to avoid such risk without increasing the
cost of this Agreement to the Company or, to the extent practicable, materially changing the
economic value of this Agreement to the Executive.



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          7. No Mitigation of Damages; No Offset.



               In the event the employment of the Executive under this Agreement is terminated for any
reason, the Executive shall not be required to seek other employment so as to minimize any
obligation of the Company to compensate him for any damages he may suffer by reason of such
termination. In addition, the Company or any of its subsidiaries or affiliates shall not have a
right of offset against any payments, benefits or entitlements due to the Executive under this
Agreement or otherwise on account of any remuneration the Executive receives from subsequent
employment or on account of any claims the Company or any of its subsidiaries or affiliates may
have against the Executive.



          8. SERP.



               If a termination of the Executive’s employment is deemed a Retirement for purposes of this
Agreement, such termination shall constitute one of the following events, as appropriate, under the
Vector Group Ltd. Supplemental Retirement Plan (as in effect on the date hereof or as amended or
restated if more favorable to the Executive) (the “SERP”): in the event of a termination under
Section 6(b) hereof, the death of the Executive under Section 4.3 of the SERP; under Section 6(c)
hereof, the Disability of the Executive under Section 4.2 of the SERP; and under Sections 6(a) or
6(e) (to the extent Section 6(a) shall apply) hereof, the termination of the Executive without
cause under Section 4.4 of the SERP. In the event the Executive’s employment is terminated under
Section 6(d), the Executive shall not be entitled to any benefit under the SERP if the facts and
circumstances upon which such termination is based would constitute “cause” under Section 4.4 of
the SERP. If such facts and circumstances would not constitute “cause” under Section 4.4 of the
SERP, such termination of the Executive’s employment under Section 6(d) will be treated as a
termination of the Executive without cause under Section 4.4 of the SERP.



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          9. Indemnification.



               (a) The Company agrees that if the Executive is made a party to, is threatened to be made a
party to, receives any legal process in, or receives any discovery request or request for
information in connection with, any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a
director, officer, employee, consultant or agent of the Company or was serving at the request of,
or on behalf of, the Company as a director, officer, member, employee, consultant or agent of
another corporation, limited liability corporation, partnership, joint venture, trust or other
entity, including service with respect to employee benefit plans, whether or not the basis of such
Proceeding is the Executive’s alleged action in an official capacity while serving as a director,
officer, member, employee, consultant or agent of the Company or other entity, the Executive shall
be indemnified and held harmless by the Company to the fullest extent permitted or authorized by
the Company’s certificate of incorporation and/or bylaws, or, if greater, by applicable law,
against any and all costs, expenses, liabilities and losses (including, without limitation,
attorneys’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement and any reasonable costs and fees incurred in enforcing his rights
to indemnification or contribution) incurred or suffered by the Executive in connection therewith,
and such indemnification shall continue as to the Executive even though he has ceased to be a
director, officer, member, employee, consultant or agent of the Company or other entity; provided
that a Proceeding shall not include any action, suit or proceeding related to the trading of
Company-issued securities by the Executive (including actions, suits or proceedings related to
insider trading allegations or related to Section 16 of the Securities Exchange Act of 1934, as
amended). The Company shall advance to the Executive his legal fees and other expenses to be paid
by him in connection with a Proceeding within 20 business days



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after receipt by the Company of a written request for such reimbursement and appropriate
documentation associated with such expenses. Such request shall include an undertaking by the
Executive to repay such amounts if, and to the extent, required to do so by applicable law if it
shall ultimately be determined by a final court adjudication from which there is no right of appeal
that the Executive is not entitled to be indemnified against such costs and expenses; provided
that, to the extent permitted by law, the amount of such obligation to repay shall be limited to
the after-tax amount of any such advance except to the extent the Executive is able to offset such
taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for
repayment.



               (b) The Company agrees to maintain for the Executive a directors’ and officers’ liability
insurance policy not less favorable than any policy that the Company or any subsidiary or affiliate
thereof maintains for its directors and executive officers in general for a period of at least 6
years following the termination of the Executive’s employment.



               (c) This Section 9 establishes contract rights which shall be binding upon, and shall inure to
the benefit of the heirs, executors, personal and legal representatives, successors and assigns of
the Executive. The obligations set forth in this Section 9 shall survive any termination of this
Agreement (whether such termination is by the Company, the Executive, upon the expiration of this
Agreement, or otherwise). Nothing in this Section 9 shall be construed as reducing or waiving any
right to indemnification, advancement of expenses or coverage under directors’ and officers’
liability insurance policies, the Executive has or would otherwise have under the Company’s
certificate of incorporation, by laws, other agreement or under applicable law.



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          10. No Conflicting Agreements.



               As of the date of this Agreement, the Executive hereby represents and warrants to the Company
that his entering into this Agreement, and the obligations and duties undertaken by him hereunder,
will not conflict with, constitute a breach of, or otherwise violate the terms of any other
employment or other written agreement to which he is a party. The Company represents and warrants
that it is a corporation duly organized and existing under the laws of the State of Delaware and
that execution and delivery of this Agreement has been duly authorized by all necessary corporate
action, including approval by the Company’s Compensation Committee.



          11. Assignment.



               (a) By the Executive. This Agreement and any obligations hereunder shall not be assigned,
pledged, alienated, sold, attached, encumbered or transferred in any way by the Executive and any
attempt to do so shall be void. Notwithstanding the foregoing, the Executive may transfer his
rights and entitlements to compensation and benefits under this Agreement or otherwise pursuant to
will, operation of law or in accordance with any applicable plan, policy, program, arrangement of,
or other agreement with, the Company or any of its subsidiaries or affiliates.



               (b) By the Company. Provided the substance of the Executive’s duties set forth in Section 2
shall not change, and provided that the Executive’s compensation as set forth in Section 3 shall
not be adversely affected, the Company may assign or transfer its rights and obligations under this
Agreement, provided that the assignee or transferee is the successor to all or substantially all of
the assets of the Company and such assignee or transferee



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assumes the liabilities, obligations and duties of the Company, as contained in this
Agreement, either contractually or as a matter of law.



               (c) This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors, heirs (in the case of the Executive) and assigns.



          12. Arbitration.



               (a) Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in the Miami, Florida before a panel of three arbitrators
in accordance with the Commercial Arbitration Rules of the American Arbitration Association then
pertaining in Miami, Florida. In any such arbitration, one arbitrator shall be selected by each of
the parties, and the third arbitrator shall be selected by the first two arbitrators. The
arbitration award shall be final and binding upon the parties and judgment thereon may be entered
in any court having jurisdiction thereof. The arbitrators shall be deemed to possess the powers to
issue mandatory orders and restraining orders in connection with such arbitration; provided,
however, that nothing in this Section 12 shall be construed so as to deny the Company the right and
power to seek and obtain injunctive relief in a court of equity for any breach or threatened breach
of the Executive of any of his covenants contained in Section 5 hereof.



               (b) The Company shall bear the costs of the American Arbitration Association and the
arbitrators, but each party shall bear its or his own legal expenses. The obligations of the
Company under this Section 12 shall survive the termination of this Agreement (whether such
termination is by the Company, the Executive, upon the expiration of this Agreement, or otherwise).



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          13. Notices.



               All notices, requests, demands and other communications hereunder must be in writing and shall
be deemed to have been duly given if delivered by hand or overnight delivery service or mailed
within the continental United States by first class, certified mail, return receipt requested, to
the applicable party and addressed as follows:



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	(a)
	 	if to the Company:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Vector Group Ltd.	 	 
	 

	 	 	 	100 S.E. Second Street, 32nd Floor	 	 
	 

	 	 	 	Miami, Florida 33131	 	 
	 

	 	 	 	Attn: President	 	 
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	if to the Executive:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Most recent home address as indicated in the Company’s records.	 	 






     Addresses may be changed by notice in writing signed by the addressee in accordance with this
Section 13.



          14. Miscellaneous.



               (a) If any provision of this Agreement shall, for any reason, be adjudicated by any court of
competent jurisdiction to be invalid or unenforceable, such judgment shall not effect, impair or
invalidate the remainder of this Agreement but shall be confined in its operation to the
jurisdiction in which made and to the provisions of this Agreement directly involved in the
controversy in which such judgment shall have been rendered.



               (b) No course of dealing and no delay on the part of any party hereto in exercising any right,
power or remedy under or relating to this Agreement shall operate as a waiver thereof or otherwise
prejudice such party’s rights, power and remedies. No single or partial exercise of any rights,
powers or remedies under or relating to this Agreement shall preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.



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               (c) This Agreement may be executed by the parties hereto in counterparts, each of which shall
be deemed to be an original, but all such counterparts shall together constitute one and the same
instrument, and all signatures need not appear on any one counterpart.



               (d) All payments required to be made to the Executive by the Company hereunder shall be
subject to any applicable withholding under any applicable Federal, state, or local tax laws. Any
such withholding shall be based upon the most recent form W-4 filed by the Executive with the
Company, and the Executive may from time to time revise such filing.



               (e) This Agreement embodies the entire understanding, and supersedes all other oral or written
agreements or understandings, between the parties regarding the subject matter hereof, but
excluding, to the extent not expressly modified by the provisions of this Agreement, the SERP and
any outstanding equity award agreements. No change, alteration or modification hereof may be made
except in writing signed by both parties hereto. Any waiver to be effective must be in writing,
specifically referencing the provision of this Agreement being waived and signed by the party
against whom enforcement is being sought. Except as otherwise expressly provided herein, there are
no other restrictions or limitations on the Executive’s activities following termination of
employment. In the event of any inconsistency between this Agreement and any plan, policy, program
or arrangement of, or any other agreement with, the Company or any of its subsidiaries or
affiliates, the provision most favorable to the Executive shall govern. The headings in this
Agreement are for convenience of reference only and shall not be considered part of this Agreement
or limit or otherwise affect the meaning hereof. This Agreement and the rights and obligations of
the parties hereunder shall be construed in



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accordance with and governed by the laws of the state of Florida (disregarding any choice of
law rules which might look to the laws of any other jurisdiction).



               (f) Except as otherwise expressly set forth in this Agreement, upon the termination or
expiration of the Employment Period, the respective rights and obligations of the parties shall
survive such termination or expiration to the extent necessary to carry out the intentions of the
parties as embodied under this Agreement. This Agreement shall continue in effect until there are
no further rights or obligations of the parties outstanding hereunder and shall not be terminated
by either party without the express prior written consent of the both parties.



               (g) Nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in, or entitlements under, any benefit, bonus, incentive or other plan or program of
the Company or any of its subsidiaries or affiliates and for which the Executive may qualify, nor
shall anything herein limit or reduce such rights as the Executive may have under any other
agreement with the Company or its subsidiaries or affiliates, provided that in no event shall the
Executive be entitled to duplication of benefits or payments on a benefit-by-benefit or
payment-by-payment basis.



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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
day and year first written above.



	 	 	 	 	 	 	 
	 	 	VECTOR GROUP LTD.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Marc N. Bell

	 	By:
	 	/s/ Howard M. Lorber	 	 
	 

	 	 	 	 	 	 
	MARC N. BELL

	 	 	 	Howard M. Lorber

President and Chief Executive Officer	 	 







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