Exhibit 10.3


EMPLOYMENT AGREEMENT


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


          WHEREAS,
the Executive has purchased common stock in the amount of $5 million dollars 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 3.4 (with respect to the living
allowance only),





7.9, 7.15 and 7.16 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 President
and Chief Executive 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 Board of Directors of the Company (the
“Board”). In addition, during the Term, the Company shall nominate the
Executive as a member of the Board, and the Executive agrees to serve as a
member of the Board if duly elected by the shareholders 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 (including, without limitation, the ownership of those
properties listed on Exhibit A), 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 $750,000 per annum, in accordance with the customary payroll
practices of the Company applicable to senior executives. At least annually,
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 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 $500,000. 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 $750,000. 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. 


                       3.4          Specific
Benefits. Without limiting the generality of Section 3.3, the Executive
shall be entitled to vacation of twenty five (25) 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. In addition, for a period of six
months commencing November 1, 2009, Executive shall receive a living allowance
of $20,000 per month, plus a “gross-up” to cover the Executive’s income taxes
(Federal, state and local) incurred by the Executive on the receipt of the
living allowance payments.


                       3.5          Equity
Incentive Compensation. As of the Commencement Date, the Executive shall be
granted an award consisting of 100,000 shares of restricted stock and 100,000
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 7.18 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, 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 $375,000 x 2), 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; 

 
	
  

 	
  

 
	
  

 	
(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, including, without
 limitation, failure to nominate the Executive as a director;

 
	
  

 	
  

 
	
  

 	
(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; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
(iv)        failure
 to provide benefits comparable to those provided the Executive as of the date
 hereof, other than any such failure affecting all comparably situated
 officers; or

 
	
  

 	
  

 
	
  

 	
 (v)         Executive’s
 removal from, or failure to be elected to, the Board during the Term. 

 



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 7.18 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 $375,000 x 2), and (C) the
Executive’s car allowance for one (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(c)), 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)           If
the Executive’s employment is terminated pursuant to Section 5.2 or 5.3(a),
then if any amount payable to or other benefit receivable by the Executive
pursuant to this Agreement is deemed to constitute a “parachute payment”, alone
or when added to any other amount payable or paid to or other benefit
receivable or received by the Executive from the Company which is deemed to
constitute a “parachute payment” (whether or not under an existing plan,
arrangement or other agreement), and would result in the imposition on the
Executive of an excise tax under Section 4999 of the Internal Revenue Code of
1986, as amended (the “Code”), then, in addition to any other benefits to which
the Executive is entitled under this Agreement, the Executive shall be paid at
the time such taxes become payable by the Company an amount in cash equal to
the sum of the excise taxes payable by the Executive by reason of receiving
“parachute payments” plus the amount necessary to put the Executive in the same







after-tax position (taking into account any and all applicable federal,
state and local excise, income or other taxes at the highest applicable rates
on such “parachute payments” and on any payments under this Section 5.3(b)) as
if no excise taxes had been imposed with respect to “parachute payments.”
“Parachute payment” shall mean a “parachute payment” as defined in Section 280G
of the Code. The amount of any payment under this Section 5.3(b) shall be
computed by a certified public accounting firm selected by the Company and
reasonably acceptable to the Executive. 


                      (c)          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 with the merged companies as Chief Executive 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 one (1) year following the date upon
which the Executive shall cease to be an employee of the Company and its
affiliates (the “Restricted Period”), 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
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 Restricted Period, 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 Restricted Period, the Executive shall not, without the Company’s prior
written consent, directly or indirectly, (i) 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. From the date hereof and during the Restricted Period, the
Executive will 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 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 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 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:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Stuart A. Tanz
 
	
  
 	
  
 	
 [Address]
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 with a copy to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Paul, Hastings, Janofsky & Walker LLP
 
	
  
 	
  
 	
 75 East 55th Street
 
	
  
 	
  
 	
 New York, New York 10022
 
	
  
 	
  
 	
 Attention: Allan Bloom
 
	
  
 	
  
 	
                   Mark
 Schonberger
 


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 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 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. 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. 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 a director, officer, or trustee of the Company.





                    7.16         Expenses
Related to Framework Agreement. The Company shall reimburse Executive for
reasonable out-of-pocket direct expenses incurred by the Executive in
connection with his participation in the transactions contemplated under the
Framework Agreement.


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


                    7.18         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. 






          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/ Stuart A. Tanz

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Stuart A. Tanz

 










Exhibit A