Exhibit 10.4


EMPLOYMENT
AGREEMENT


          EMPLOYMENT
AGREEMENT dated as of October 20, 2009, by and between NRDC Acquisition
Corp., a Delaware corporation (the “Company”), and John Roche, residing at the
address set forth on the signature page hereof (the “Executive”). 


          WHEREAS,
the Executive agrees to purchase common stock in the amount of up to $2 million
dollars, but in no event less than $500,000, at market prices, prior to the
record date (for the Special Meeting for the stockholders’ and warrantholders
of the Company relating to the Framework Agreement (as defined below)), in
connection with the commencement of his employment with the Company; and


          WHEREAS,
the Company wishes to offer employment to the Executive, and the Executive
wishes to accept such offer on the terms set forth below.


          Accordingly,
in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


          1.          Term.
The Company hereby employs the Executive, and the Executive hereby accepts such
employment, for an initial term commencing as of the date on which the
transactions contemplated by the Framework Agreement are consummated (the
“Commencement Date”) and continuing for a three-year (3) period, unless sooner
terminated in accordance with the provisions of Section 4 or Section 5; with
such employment to continue for successive one-year (1) periods in accordance
with the terms of this Agreement (subject to termination as aforesaid) unless
the Company notifies the Executive of non-renewal in writing six (6) months
prior to the expiration of the initial term and each annual renewal, as
applicable (the period during which the Executive is employed hereunder being
hereinafter referred to as the “Term”). As referenced herein, the “Framework
Agreement” shall mean that certain agreement by and between the Company and
NRDC Capital Management, LLC, dated as of August 7, 2009. For the avoidance of
doubt, the Agreement, other than Sections 7.9 and 7.15 which shall be operative
as of the 





date of execution of this
Agreement, shall not become effective and the Term shall not commence unless
and until the transactions contemplated by the Framework Agreement are
consummated, and the Executive begins actually performing services for the
Company within five (5) business days thereafter.


          2.         Duties.
During the Term, the Executive shall be employed by the Company as Chief
Financial Officer, and, as such, the Executive shall faithfully perform for the
Company the duties of said office and shall perform such other duties of an
executive, managerial or administrative nature as shall be specified and
designated from time to time by the Chief Executive Officer of the Company. The
Executive shall devote substantially all of his business time and effort to the
performance of his duties hereunder; provided, however, that Executive may
engage in other activities for Executive’s own account while employed
hereunder, including, without limitation, charitable, community and other
business activities, provided that such other activities do not materially
interfere with the performance of Executive’s duties hereunder.


          3.         Compensation.


                      3.1          Salary.



                      (a)
          Subject to Section
3.1(b), the Company shall pay the Executive during the Term a salary at the
rate of $500,000 per annum, in accordance with the customary payroll practices
of the Company applicable to senior executives. At least annually, the Board of
Directors of the Company (the “Board”) shall review the Executive’s Annual
Salary and may provide for increases therein as it may in its discretion deem appropriate
(such annual salary, as increased, the “Annual Salary”). In addition, the
Executive shall receive a payment, within five (5) business days of the
Commencement Date, equal to a pro rata portion of the amount of his Annual
Salary that would have been payable for the period beginning on September 17,
2009 and ending on the Commencement Date had he been employed by the Company
during such period.


                      (b)          Notwithstanding
the foregoing, in the event the value of the “trust account” (as defined in the
Framework Agreement) following the consummation of the transactions
contemplated by the Framework Agreement is less than $410 million, without
deduction for any expenses incurred by the 


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Company in connection
with the transactions contemplated by the Framework Agreement but after
deducting the following amounts, (i) any amounts paid to stockholders with whom
the Company entered into forward or other contracts to purchase such
stockholders’ shares, as issued in the Company’s initial public offering on
October 23, 2007 (including shares purchased in the secondary market), and (ii)
any amounts paid to the Company’s stockholders who vote against the
transactions contemplated by the Framework Agreement and demand that the
Company convert their shares into cash, the Executive’s Annual Salary will be
reduced pro-rata according to the amount by which the $410 million threshold is
not met; provided, however, that the Executive’s Annual Salary will in no event
be reduced below $350,000. To the extent the Company later raises additional
gross capital up to the $400 million initial target, the Executive’s Annual
Salary will be increased pro-rata up to a maximum of $500,000. The parties
acknowledge that as of August 31, 2009, there was $410,128,745 (or $409,402,665
net of $726,080 of accrued but unpaid expenses) in the trust account.


                      3.2          Bonus.
During the Term, in addition to the Annual Salary, for each fiscal year of the
Company ending during the Term, the Executive shall receive an annual bonus of
between 0% and 200% of Annual Salary, as determined in the sole discretion of
the Board and based on both the Executive’s performance and the performance of
the Company (the “Annual Bonus”). Each Annual Bonus shall be paid in the fiscal
year following the year for which such bonus is awarded, and in any event shall
be paid within 30 days after the financial statements for such prior fiscal
year are finalized.


                      3.3          Benefits
- In General. Except with respect to benefits of a type otherwise provided
for under Section 3.4, the Executive shall be permitted during the Term to
participate in any group life, hospitalization or disability insurance plans,
health programs, equity incentive plans, retirement plans, fringe benefit
programs and similar benefits that may be available to other senior executives
of the Company generally, in each case to the extent that the Executive is
eligible under the terms of such plans or programs. 


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                      3.4          Specific
Benefits. Without limiting the generality of Section 3.3, the Executive
shall be entitled to vacation of twenty (20) business days per year (to be
taken at reasonable times in accordance with the Company’s policies) and an
automobile allowance of $1,500 per month.


                      3.5          Equity
Incentive Compensation. As of the Commencement Date, the Executive shall be
granted an award consisting of 50,000 shares of restricted stock and 50,000
stock options under the Company’s Equity Incentive Plan. In accordance with the
terms of the Company’s Equity Incentive Plan, the exercise price of such stock
options shall be at fair market value of the shares of the Company’s common
stock on the date on which the options are granted. The stock options and
restricted stock shall each vest in equal installments on the first three
anniversaries of the grant date thereof. 


                      3.6          Expenses.
The Company shall pay or reimburse the Executive for all ordinary and
reasonable out-of-pocket expenses actually incurred (and, in the case of
reimbursement, paid) by the Executive during the Term in the performance of the
Executive’s services under this Agreement; provided that the Executive submits
proof of such expenses, with the properly completed forms as prescribed from
time to time by the Company in accordance with the Company’s policies, plans
and/or programs.


          4.         Termination
upon Death or Disability. If the Executive dies during the Term, the Term
shall terminate as of the date of death, and the obligations of the Company to
or with respect to the Executive shall terminate in their entirety upon such
date except as otherwise provided under this Section 4. If there is a
determination by the Company that the Executive has become physically or
mentally incapable of performing his duties under the Agreement and such
disability has disabled the Executive for a cumulative period of one hundred
eighty (180) days within a twelve (12) month period (a “Disability”), the Company
shall have the right, to the extent permitted by law, to terminate the
employment of the Executive upon notice in writing to the Executive. Upon
termination of employment due to death or Disability, (i) the Executive (or the
Executive’s estate or beneficiaries in the case of the death of the Executive)
shall be entitled to receive, in a lump sum payment (subject to Section 7.17 of
this Agreement) within thirty (30) days following Executive’s termination of
employment, (A) Annual Salary, Annual Bonus and other benefits earned and
accrued under this Agreement prior to the date of termination (and 


4





reimbursement under this
Agreement for expenses incurred prior to the date of termination), (B) (x) the
Executive’s Annual Salary and (y) an amount equal to the average of the Annual
Bonuses awarded to the Executive for the last two years immediately preceding
the year in which Executive’s employment is terminated, provided, however, that
if no Annual Bonus is awarded to Executive for the year (or two years)
preceding the year in which Executive’s employment is terminated, Executive
will be entitled to a minimum bonus equal to 50% of the Executive’s Annual
Salary (i.e., initially $250,000), and (C) the Executive’s car allowance for
one (1) year; (ii) all outstanding unvested equity-based incentives and awards
held by the Executive shall thereupon vest and become free of restrictions and
be exercisable in accordance with their terms; and (iii) the Executive (or, in
the case of his death, his estate and beneficiaries) shall have no further
rights to any other compensation or benefits hereunder on or after the
termination of employment, or any other rights hereunder. 


          5.         Certain
Terminations of Employment.


                      5.1         Termination
by the Company for Cause; Termination by the Executive without Good Reason.


                      (a)         For purposes of
this Agreement, “Cause” shall mean the Executive’s:


	
  

 	
  

 
	
  

 	
 (i)          deliberate
 misrepresentation in connection with, or willful failure to cooperate with, a
 bona fide internal investigation or an investigation by regulatory or law
 enforcement authorities, after being instructed by the Company to cooperate,
 or the willful destruction or failure to preserve documents or other materials
 known to be relevant to such investigation or the willful inducement of
 others to fail to cooperate or to produce documents or other materials; 

 
	
  

 	
  

 
	
  

 	
 (ii)          failure
 to perform his material duties hereunder (other than any such failure resulting
 from Executive’s incapacity due to physical or mental illness) which failure
 continues for a period of thirty (30) business days after written demand for
 corrective action is delivered by the Company specifically identifying the
 manner in which the Company believes the Executive has not performed his
 duties; 

 
	
  

 	
  

 
	
  

 	
 (iii)        conduct
 by the Executive constituting a material act of willful misconduct in
 connection with the performance of his duties, including, without limitation,
 misappropriation of funds or property of the Company other than the
 occasional, customary and de minimis use of the Company’s property for
 personal purposes; 

 
	
  

 	
  

 
	
  

 	
 (iv)         public
 disparagement of the Company, its officers, trustees, employees or partners; 

 


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 (v)          soliciting
 any existing employee of the Company above the level of an administrative
 assistant to work at another company; or

 
	
  

 	
  

 
	
  

 	
 (vi)         the
 commission by the Executive of a felony or misdemeanor involving moral
 turpitude, deceit, dishonesty or fraud.

 


provided that the Company
shall not be permitted to terminate the Executive for Cause except on written
notice given to the Executive at any time following the occurrence of any of
the events described in clause (i), (ii), (iii) or (vi) above and on written
notice given to the Executive at any time not more than 30 days following the
occurrence of any of the events described in clause (iv) or (v) above (or, if
later, the Company’s knowledge thereof).


                     (b)
          The Company may
terminate the Executive’s employment hereunder for Cause, and the Executive may
terminate his employment on at least thirty (30) days’ written notice. If the
Company terminates the Executive for Cause, or the Executive terminates his
employment and the termination by the Executive is not covered by Section 4,
5.2 or 5.3, (i) the Executive shall receive Annual Salary, Annual Bonus for the
preceding fiscal year (if unpaid), and other benefits (but, in all events, and
without increasing the Executive’s rights under any other provision hereof,
excluding any bonuses not yet paid) earned and accrued under this Agreement
prior to the termination of employment (and reimbursement under this Agreement
for expenses incurred prior to the termination of employment), and (ii) the
Executive shall have no further rights to any other compensation or benefits
hereunder on or after the termination of employment, or any other rights
hereunder.


                      5.2
Termination by the Company without Cause; Termination by the Executive for
Good Reason; Expiration/Non-Renewal of the Agreement by the Company.


                      (a)           For
purposes of this Agreement, “Good Reason” shall mean the following, unless
consented to by the Executive:


	
  

 	
  

 
	
  

 	
 (i)           any
 material breach of the employment agreement by the Company which shall
 include, but not be limited to, a material, adverse alteration in the nature
 of Executive’s duties, responsibilities or authority; 

 
	
  

 	
  

 
	
  

 	
 (ii)          a
 material reduction in Executive’s Annual Salary (other than as provided in
 Section 3.1(b)) as in effect at the time in question, or a failure to pay
 such amounts when due which is not cured within thirty (30) days after
 written notice; 

 


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 (iii)        if
 the Company relocates Executive’s office to any place other than Westchester
 County, New York or Manhattan (New York, New York); or 

 
	
  

 	
  

 
	
  

 	
 (iv)         a
 change in Executive’s direct reporting to anyone other than the Chief
 Executive Officer of the Company. 

 



Notwithstanding the
foregoing, (i) Good Reason shall not be deemed to exist unless notice of
termination on account thereof is given no later than thirty (30) days after
the time at which the event or condition purportedly giving rise to Good Reason
first occurs or arises; and (ii) if there exists (without regard to this clause
(ii)) an event or condition that constitutes Good Reason, the Company shall
have thirty (30) days from the date notice of such a termination is given to
cure such event or condition and, if the Company does so, such event or
condition shall not constitute Good Reason hereunder. 


                      (b)          The
Company may terminate the Executive’s employment at any time for any reason or
no reason. The Executive may terminate the Executive’s employment with the
Company at any time for any reason or no reason, and for Good Reason under this
Section 5.2. If the Company terminates the Executive’s employment and the
termination is not covered by Section 4, 5.1 or 5.3, or the Executive
terminates his employment for Good Reason and the termination by the Executive
is not covered by Section 5.3, or upon expiration of the Term if the Company
has notified the Executive of non-renewal of this Agreement under Section 1,
above, (i) the Executive shall be entitled to receive, in a lump sum payment
(subject to Section 7.17 of this Agreement) within thirty (30) days following
Executive’s termination of employment, (A) Annual Salary, Annual Bonus and
other benefits earned and accrued under this Agreement prior to the date of termination
(and reimbursement under this Agreement for expenses incurred prior to the date
of termination), (B) (x) two times Annual Salary and (y) two times the average
of the Annual Bonuses awarded to the Executive for the last two years
immediately preceding the year in which Executive’s employment is terminated
(to the extent applicable), provided, however, that if no Annual Bonus is
awarded to Executive for the year (or two years) preceding the year in which
Executive’s employment is terminated, Executive will be entitled to a minimum
bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $250,000 x
2), and (C) the Executive’s car allowance for one 


7





(1) year; (ii) all
outstanding unvested equity-based incentives and awards shall thereupon vest
and become free of restrictions and be exercisable in accordance with their
terms; and (iii) the Executive shall have no further rights to any other
compensation or benefits hereunder on or after the termination of employment,
or any other rights hereunder. 


                      5.3
Change in Control. 


                      (a)
          Within the twelve
(12) month period following a Change in Control (as defined under Section
5.3(b)), in addition to (but without duplicating) his rights under Section 5.2,
above, the Executive may voluntarily terminate his employment with the Company,
for any or no reason, in which event he will receive the payments set forth in
Section 5.2(b). 


                      (b)           For
purposes of this Agreement, “Change in Control” means the occurrence of any of
the following events:


	
  

 	
  

 
	
  

 	
 (i)
           any “person” or
 “group” of persons, as such terms are used in Sections 13 and 14 of the
 Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than
 any employee benefit plan sponsored by the Company, becomes the “beneficial
 owner”, as such term is used in Section 13 of the Exchange Act (irrespective
 of any vesting or waiting periods) of (A) common shares in an amount equal to
 thirty percent (30%) or more of the sum total of the common shares issued and
 outstanding immediately prior to such acquisition as if they were a single
 class and disregarding any equity raise in connection with the financing of
 such transaction; provided, however, that in determining whether a Change in
 Control has occurred, outstanding shares or voting securities which are
 acquired in an acquisition by (x) the Company or any of its subsidiaries or
 (y) an employee benefit plan (or a trust forming a part thereof) maintained
 by the Company or any of its subsidiaries shall not constitute an acquisition
 which can cause a Change in Control; 

 
	
  

 	
  

 
	
  

 	
 (ii)
           the approval of
 the dissolution or liquidation of the Company; 

 
	
  

 	
  

 
	
  

 	
 (iii)          the approval of
 the sale or other disposition of all or substantially all of its assets in
 one (1) or more transactions; or 

 
	
  

 	
  

 
	
  

 	
 (iv)          a turnover,
 during any two (2) year period, of the majority of the members of the Board,
 without the consent of the majority of the members of the Board as to the appointment
 of the new Board members.

 


For the avoidance of
doubt, in the event the Company merges with or into another entity, such merger
(or similar corporate transaction) shall not be deemed to constitute a Change
in Control of the Company under this Agreement if the Executive continues, or
has the opportunity to continue, in his employment 


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with the merged companies
as Chief Financial Officer (or an equivalent title thereto) with the same terms
and conditions as provided herein, unless the Executive agrees otherwise.


          6.          Covenants
of the Executive.


                      6.1          Covenant
Against Competition; Other Covenants. The Executive acknowledges that (i)
the principal business of the Company (which expressly includes for purposes of
this Section 6 (and any related enforcement provisions hereof), its successors
and assigns) is to invest in, acquire (either directly or through debt
acquisitions), own, lease, reposition and manage a diverse portfolio of
necessity-based retail properties, including, but not limited to, well located
community and neighborhood shopping centers, anchored by national or regional
supermarkets and drugstores (such businesses, and any and all other businesses
in which, at the time of Executive’s termination, the Company is actively and
regularly engaged or actively pursuing, herein being collectively referred to
as the “Business”); (ii) the Company is one of the limited number of persons
who have developed such a business; (iii) the Company’s Business is national in
scope; (iv) the Executive’s work for the Company has given and will continue to
give him access to the confidential affairs and proprietary information of the
Company; (v) the covenants and agreements of the Executive contained in this
Section 6 are essential to the business and goodwill of the Company; and (vi)
the Company would not have entered into this Agreement but for the covenants
and agreements set forth in this Section 6. Accordingly, the Executive
covenants and agrees that:


                      (a)          By
and in consideration of the salary and benefits to be provided by the Company
hereunder, including the severance arrangements set forth herein, and further
in consideration of the Executive’s exposure to the proprietary information of
the Company, the Executive covenants and agrees that, during the period
commencing on the date hereof and ending six (6) months following the date upon
which the Executive shall cease to be an employee of the Company and its
affiliates, he shall not directly or indirectly, whether as an owner, partner,
shareholder, principal, agent, employee, consultant or in any other
relationship or capacity, (i) engage in any element of the Business (other than
for the Company or its affiliates) or otherwise compete with the Company or its
affiliates, (ii) render any services related to the Business to any person,
corporation, partnership or other entity (other than the Company or its


9






affiliates) engaged in any element of the Business, or (iii) render services
related to the Business to any person, corporation, partnership or other entity
(other than the Company or its affiliates) as a partner,
shareholder, principal, agent, employee, consultant or in any other
relationship or capacity; provided, however, that, notwithstanding the
foregoing, the Executive may invest in securities of any entity, solely for
investment purposes and without participating in the business thereof, if (A)
such securities are traded on any national securities exchange or the National
Association of Securities Dealers, Inc. Automated Quotation System, (B) the
Executive is not a controlling person of, or a member of a group which
controls, such entity and (C) the Executive does not, directly or indirectly,
own 1% or more of any class of securities of such entity.


                      (b)          During
and after the Term, the Executive shall keep secret and retain in strictest
confidence, and shall not use for his benefit or the benefit of others, except
in connection with the business and affairs of the Company and its affiliates,
all non-public confidential matters relating to the Company’s Business and the
business of any of its affiliates and to the Company and any of its affiliates,
learned by the Executive heretofore or hereafter directly or indirectly from
the Company or any of its affiliates (the “Confidential Company Information”),
and shall not disclose such Confidential Company Information to anyone outside
of the Company except with the Company’s express written consent and except for
Confidential Company Information which is at the time of receipt or thereafter
becomes publicly known through no wrongful act of the Executive or is received
from a third party not under an obligation to keep such information
confidential and without breach of this Agreement. Notwithstanding the
foregoing, Executive may disclose Confidential Company Information to his
attorneys (for the purpose of seeking legal advice), to his accountants (for
the purposes of seeking professional advice), to his immediate family members
whom Executive agrees will not divulge such information to any other party, and
in response to a subpoena; court, regulatory, or arbitral order; or other valid
legal process.


                      (c)          During
the period commencing on the date hereof and ending one (1) year following the
date upon which the Executive shall cease to be an employee of the Company and
its affiliates, the Executive shall not, without the Company’s prior written
consent, directly or indirectly, (i) 


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solicit or encourage to
leave the employment or other service of the Company, or any of its affiliates,
any employee, agent or independent contractor thereof or (ii) hire (on behalf
of the Executive or any other person or entity) any employee who has left the employment
of the Company or any of its affiliates within the one-year period which
follows the termination of such employee’s employment with the Company and its
affiliates. During the period commencing on the date hereof and ending one (1)
year following the date upon which the Executive shall cease to be an employee
of the Company and its affiliates, the Executive shall not, whether for his own
account or for the account of any other person, firm, corporation or other
business organization, solicit for a competing business or intentionally
interfere with the Company’s or any of its affiliates’ relationship with, or
endeavor to entice away from the Company or any of its affiliates for a
competing business, any person who during the Term is or was a customer,
client, agent, or independent contractor of the Company or any of its
affiliates. 


                      (d)          All
memoranda, notes, lists, records, property and any other tangible product and
documents (and all copies thereof), whether visually perceptible,
machine-readable or otherwise, made, produced or compiled by the Executive or
made available to the Executive containing Confidential Company Information (i)
shall at all times be the property of the Company (and, as applicable, any
affiliates) and shall be delivered to the Company at any time upon its request,
and (ii) upon the Executive’s termination of employment, shall be immediately
returned to the Company. This section shall not apply to materials that
Executive possessed prior to his business relationship with the Company, to
Executive’s personal effects and documents, and to materials prepared by
Executive for the purposes of seeking legal or other professional advice. 


                      (e)          While
the Executive’s non-compete obligations under Section 6.1(a) are in effect,
neither the Company nor the Executive shall publish any statement or make any
statement under circumstances reasonably likely to become public that (i) with
respect to statements by the Executive, is critical of the Company or any of
its affiliates, or in any way otherwise maligning the Business or reputation of
the Company or any of its affiliates or (ii) with respect to statements by the
Company, is 


11





critical of the Executive
or in any way otherwise maligning the reputation of the Executive, in either of
the foregoing instances unless otherwise required by applicable law or
regulation or by judicial order.


                      6.2          Rights
and Remedies upon Breach. 


                      (a)
          The Executive
acknowledges and agrees that any breach by him of any of the provisions of
Section 6.1 or any subparts thereof (individually or collectively the
“Restrictive Covenants”) would result in irreparable injury and damage for
which money damages would not provide an adequate remedy. Therefore, if the
Executive breaches, or threatens to commit a breach of, any of the provisions
of Section 6.1 or any subpart thereof, the Company and its affiliates, in
addition to, and not in lieu of, any other rights and remedies available to the
Company and its affiliates under law or in equity (including, without
limitation, the recovery of damages), shall have the right and remedy to have
the Restrictive Covenants specifically enforced (without posting bond and without
the need to prove damages) by any court having equity jurisdiction, including,
without limitation, the right to an entry against the Executive of restraining
orders and injunctions (preliminary, mandatory, temporary and permanent)
against violations, threatened or actual, and whether or not then continuing,
of such covenants. 


                      (b)          The
Executive agrees that the provisions of Section 6.1 of this Agreement and each
subsection thereof are reasonably necessary for the protection of the Company’s
legitimate business interests and if enforced, will not prevent Executive from
obtaining gainful employment should his employment with Company end. The
Executive agrees that in any action seeking specific performance or other
equitable relief, he will not assert or contend that any of the provisions of
this Section 6 are unreasonable or otherwise unenforceable as drafted. The
existence of any claim or cause of action by the Executive, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement of the Restrictive Covenants.


          7.         Other
Provisions.


                      7.1          Severability.
The Executive acknowledges and agrees that (i) he has had an opportunity
to seek advice of counsel in connection with this Agreement and (ii) the
Restrictive 


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Covenants are reasonable
in geographical and temporal scope and in all other respects as drafted. If it
is determined that any of the provisions of this Agreement, including, without
limitation, any of the Restrictive Covenants, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not
thereby be affected and shall be given full effect, without regard to the
invalid portions.


                      7.2          Duration
and Scope of Covenants. If any court or other decision-maker of competent
jurisdiction determines that any of the Executive’s covenants contained in this
Agreement, including, without limitation, any of the Restrictive Covenants, or
any part thereof, is unenforceable because of the duration or geographical
scope of such provision, then the duration or scope of such provision, as the
case may be, shall be reduced so that such provision becomes enforceable and,
in its reduced form, such provision shall then be enforceable and shall be
enforced.


                      7.3          Enforceability;
Jurisdiction; Arbitration. 


                      (a)          The
Company and the Executive intend to and hereby confer jurisdiction to enforce
the Restrictive Covenants set forth in Section 6 upon the courts of any
jurisdiction within the geographical scope of the Restrictive Covenants. If the
courts of any one or more of such jurisdictions hold the Restrictive Covenants
wholly unenforceable by reason of breadth of scope or otherwise it is the
intention of the Company and the Executive that such determination not bar or
in any way affect the Company’s right, or the right of any of its affiliates,
to the relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction’s being, for this purpose,
severable, diverse and independent covenants, subject, where appropriate, to
the doctrine of res judicata. The parties hereby agree to waive any right to a
trial by jury for any and all disputes hereunder (whether or not relating to
the Restricted Covenants).


                      (b)          Any
controversy or claim arising out of or relating to this Agreement or the breach
of this Agreement (other than a controversy or claim arising under Section 6,
to the extent necessary for the Company (or its affiliates, where applicable)
to avail itself of the rights and remedies 


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referred to in Section
6.2) that is not resolved by the Executive and the Company (or its affiliates,
where applicable) shall be submitted to arbitration in New York, New York in
accordance with New York law and the employment arbitration rules and
procedures of the American Arbitration Association, before an arbitrator
experienced in employment disputes who is licensed to practice law in the State
of New York. The determination of the arbitrator(s) shall be conclusive and
binding on the Company (or its affiliates, where applicable) and the Executive
and judgment may be entered on the arbitrator(s)’ award in any court having
jurisdiction.


                      7.4          Notices.
Any notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail,
postage prepaid. Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission or, if
mailed, five days after the date of deposit in the United States mails as
follows:


	
  
 	
  
 	
  
 
	
  
 	
 (i)
 	
 If to the Company, to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 NRDC Acquisition Corp.
 
	
  
 	
  
 	
 3 Manhattanville Road
 
	
  
 	
  
 	
 Purchase, New York 10577
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 with a copy to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Clifford Chance US LLP
 
	
  
 	
  
 	
 31 West 52nd Street 
 
	
  
 	
  
 	
 New York, New York 10019-6131
 
	
  
 	
  
 	
 Attention: Jay Bernstein
 
	
  
 	
  
 	
  
 
	
  
 	
 (ii)
 	
 If to the Executive, to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 John Roche
 
	
  
 	
  
 	
 [Address]
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 with a copy to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Paul, Hastings, Janofsky & Walker LLP
 
	
  
 	
  
 	
 75 East 55th Street
 
	
  
 	
  
 	
 New York, New York 10022
 
	
  
 	
  
 	
 Attention: Allan Bloom
 
	
  
 	
  
 	
                  Mark Schonberger
 


14





Any such person may by
notice given in accordance with this Section 7.5 to the other parties hereto
designate another address or person for receipt by such person of notices
hereunder.


                      7.5          Entire
Agreement. This Agreement, together with that certain letter agreement by
and between the Executive and the Company, dated September 16, 2009, contains
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, with respect
thereto.


                      7.6          Waivers
and Amendments. This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by the parties or, in the case of a waiver, by the party
waiving compliance. No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege nor any
single or partial exercise of any such right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other such right,
power or privilege.


                      7.7          GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS
OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK.


                      7.8          Assignment.
This Agreement, and the Executive’s rights and obligations hereunder, may not
be assigned by the Executive; any purported assignment by the Executive in
violation hereof shall be null and void. In the event of any sale, transfer or
other disposition of all or substantially all of the Company’s assets or
business, whether by merger, consolidation or otherwise, the Company may assign
this Agreement and its rights hereunder, provided that the successor or
purchaser agrees, as a condition of such transaction, to assume all of the
Company’s obligations hereunder.


                      7.9          Legal
Fees. The Company will pay directly or reimburse the Executive for
reasonable legal fees and expenses incurred by the Executive (x) in connection
with the review and 


15





negotiation of this
Agreement and (y) for review of the Company’s proxy statement in connection
with the transactions contemplated by the Framework Agreement.


                      7.10          Withholding.
The Company shall be entitled to withhold from any payments or deemed payments
any amount of tax withholding it determines to be required by law.


                      7.11          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors (including as a result of the
transactions contemplated by the Framework Agreement), permitted assigns,
heirs, executors and legal representatives.


                      7.12          Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of two copies hereof each signed by one of the parties
hereto.


                      7.13          Survival.
Anything contained in this Agreement to the contrary notwithstanding, the
provisions of Sections 6, 7.3, 7.10 and 7.15, and the other provisions of this
Section 7 (to the extent necessary to effectuate the survival of Sections 6,
7.3, 7.10 and 7.15), shall survive termination of this Agreement and any
termination of the Executive’s employment hereunder.


                      7.14          Existing
Agreements. Except for the agreements with the Executive’s prior employer,
as referenced in that certain letter agreement by and between the Executive and
the Company, dated September 16, 2009, the Executive represents to the Company
that he is not subject or a party to any employment or consulting agreement,
non-competition covenant or other agreement, covenant or understanding which
might prohibit him from executing this Agreement or limit his ability to
fulfill his responsibilities hereunder. 


                      7.15          Indemnification.
The Company shall cause the Executive (together with other officers and
directors) to be indemnified for any actions taken or omissions made within the
scope of his employment to the fullest extent provided under the Company’s
bylaws, operating agreements, and directors and officers liability insurance
(which the Company agrees to maintain throughout the Term), with coverage in
such amounts as are generally provided by similarly situated employers in the
Business. 


16





The Company shall
continue to indemnify the Executive as provided above and maintain such
liability insurance coverage for the Executive, after the Term has ended for
any claims that may be made against him with respect to actions taken or
omissions made within the scope of Executive’s employment or service as an officer
or trustee of the Company.


                      7.16          Headings.
The headings in this Agreement are for reference only and shall not affect the
interpretation of this Agreement.


                      7.17          Section
409A Compliance. Any payments under this Agreement that are deemed to be
deferred compensation subject to the requirements of Section 409A of the Code,
are intended to comply with the requirements of Section 409A. To this end and
notwithstanding any other provision of this Agreement to the contrary, if at
the time of Executive’s termination of employment with the Company, (i) the
Company’s securities are publicly traded on an established securities market;
(ii) Executive is a “specified employee” (as defined in Section 409A); and (iii)
the deferral of the commencement of any payments or benefits otherwise payable
pursuant to this Agreement as a result of such termination of employment is
necessary in order to prevent any accelerated or additional tax under Section
409A, then the Company will defer the commencement of such payments (without
any reduction in amount ultimately paid or provided to Executive) that are not
paid within the short-term deferral rule under Section 409A (and any
regulations thereunder) or within the “involuntary separation” exemption of
Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the
date that is six (6) months following Executive’s termination of employment
with the Company (or the earliest date as is permitted under Section 409A). Any
amounts the payment of which are so deferred shall be paid in a lump sum
payment within ten (10) days after the end of such deferral period. If
Executive dies during the deferral period prior to the payment of any deferred
amount, then the unpaid deferred amount shall be paid to the personal
representative of Executive’s estate within sixty (60) days after the date of
Executive’s death. 


17





          IN
WITNESS WHEREOF, the parties hereto have signed their names as of the day and
year first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NRDC ACQUISITION CORP.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard A. Baker

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
 Richard A. Baker

 	
  

 
	
  

 	
 Title:

 	
 Chief Executive Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 /s/ John Roche

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 John Roche

 	
  

 


18