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          (b) Time and Attention. Excluding any periods of vacation and sick leave to which theExecutive is entitled, the Executive shall devote substantially all of his attention and timeduring normal working hours to the business and affairs of the Company and its affiliates. Itshall not be considered a violation of the foregoing, however, for the Executive to (i) serve oncorporate, industry, educational, religious, civic, or charitable boards or committees or (ii) makeand attend to passive personal investments in such form as will not require any material time orattention to the operations thereof during normal working time and will not violate the provisionsof section 10 hereof, so long as such activities in clauses (i) and (ii) do not materiallyinterfere with the performance of the Executive’s responsibilities as an employee of the Company inaccordance with this Agreement or violate section 10 of this Agreement.     3. Compensation. Except as otherwise expressly set forth below, the Executive’scompensation shall be determined by, and in the sole discretion of, the Board.          (a) Annual Base Salary. Subject to adjustment pursuant to this subsection 3(a), theExecutive shall receive an annual base salary of $326,000 during the Term of Employment (the annualbase salary in effect from time to time, “Annual Base Salary”). The Annual Base Salary shall bepayable in accordance with the Company’s regular payroll practice for its senior officers, as ineffect from time to time. The Annual Base Salary shall be reviewed from time to time, but not lessfrequently than annually, and, in the sole discretion of the Board, may be adjusted but notdecreased below the amount set forth in the first sentence of this subsection 3(a). To the extentAnnual Base Salary is adjusted, then such adjusted salary shall be the Executive’s Annual BaseSalary for all purposes of this Agreement.          (b) Adjusted Base Salary.: For purposes of calculating the annual bonus award and theannual equity award the Executive’s adjusted base salary will be $286,000. The Adjusted BaseSalary shall be reviewed from time to time, but not less frequently than annually, and, in the solediscretion of the Board, may be adjusted but not decreased below the amount set forth in the firstsentence of this subsection 3(b). To the extent Adjusted Base Salary is adjusted, then suchadjusted salary shall be the Executive’s Adjusted Base Salary for all purposes of this Agreement.          (c) Annual Bonus Plan. The Executive shall have an opportunity to receive an annualbonus during the Term of Employment (the “Annual Bonus”), subject to such terms and conditions asthe Board or a delegatee thereof shall prescribe. The Executive’s target Annual Bonus opportunityshall be equal to 30% of his Adjusted Base Salary, it being understood that the actual Annual Bonusreceived by the Executive will depend on the level of attainment of performance and other factorsused by the Company to determine Annual Bonus amounts and that there is no guarantee that an AnnualBonus will be earned.          (d) Annual Equity Award. The Executive shall have an opportunity to receive an annualequity award (the “Annual Equity Award”) under the Company’s long-term incentive planduring the Term of Employment, subject to such terms and conditions as the Board or a delegatethereof shall prescribe. The Executive’s target Annual Equity Award opportunity shall be equal to30% of his Adjusted Base Salary, it being understood that the actual Annual Equity Award receivedby the Executive will depend on the level of attainment of performance and other factors used bythe Company to determine Annual Equity Awards and there is no guarantee that an Annual Equity Awardwill be granted.          (e) Employee Benefits; Fringe Benefits. In addition to the foregoing, during the Termof Employment,               (i) to the extent not duplicative of the specific benefits provided herein, the Executiveshall be eligible to participate in all incentive compensation, retirement, supplemental
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executiveretirement, and deferred compensation plans, policies and arrangements that are provided generallyto other senior officers of the Company;               (ii) the Executive and, as applicable, the Executive’s covered dependents shall be eligible toparticipate in all of the Company’s health and welfare benefit plans (within the meaning of Section3(1) of the Employee Retirement Income Security Act of 1974, as amended); and               (iii) the Executive shall be entitled to receive the fringe benefits that are providedgenerally to other senior officers of the Company, and shall be entitled to avail himself of paidholidays, as determined from time to time by the Company.          (f) Paid Time Off. The Executive shall be entitled to not less than twenty-eight paidtime off (“PTO”) days per calendar year during the Term of Employment. PTO days not usedwithin the year shall be carried forward to subsequent years, as determined by the Company;provided, however, that the maximum carry forward of PTO shall be two weeks.          (g) Expenses. The Executive shall be reimbursed by the Company for reasonablebusiness expenses actually incurred in rendering to the Company the services provided for hereunderduring the Term of Employment, payable in accordance with customary Company practice, after theExecutive presents written expense statements or such other supporting information as the Companymay require of its senior officers for reimbursement of such expenses.          (h) Executive Medical Reimbursements: The Company will reimburse the Executive foruncovered medical expenses, up to $5,000 per calendar year, subject to receipt by the Company ofappropriate documentation from the Executive. Expenses that do not meet the IRS criteria cannot besubmitted for reimbursement.     4. Termination of Employment.          (a) The Company or the Executive may terminate the Executive’s employment at any time and forany reason in accordance with subsection 4(b) below. The Term of Employment shall be deemed tohave ended on the last day of the Executive’s employment. The Term of Employment shall terminateupon the Executive’s death.          (b) Notice of Termination. Any purported termination of the Executive’s employment(other than by reason of death) shall be communicated by written Notice of Termination from oneparty hereto to the other party hereto in accordance with the notice provisions contained insubsection 16(b) below. For purposes of this Agreement, a “Notice of Termination” shall mean anotice that indicates the Date of Termination (as that term is defined in subsection 4(c) below)and, with respect to a termination due to Disability, Cause or Good Reason, sets forth inreasonable detail the facts and circumstances that are alleged to provide a basis for suchtermination. A Notice of Termination from the Company shall specify whether the termination iswith or without Cause or due to the Executive’s Disability. A Notice of Termination from theExecutive shall specify whether the termination is with or without Good Reason or due to theExecutive’s Disability or retirement.          (c) Date of Termination. For purposes of this Agreement, “Date of Termination” shallmean the date specified in the Notice of Termination (but in no event shall such date be earlierthan the 30th day following the date the Notice of Termination is given, unless expressly agreed toby the parties hereto) or the date of the Executive’s death.          (d) No Waiver. The failure to set forth any fact or circumstance in a Notice ofTermination, which fact or circumstance was not known to the party giving the Notice of Termination
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when the notice was given, shall not constitute a waiver of the right to assert such fact orcircumstance in an attempt to enforce any right under or provision of this Agreement.          (e) Cause. For purposes of this Agreement, “Cause” means: (i) the Executive’s grossnegligence or gross misconduct or (ii) the Executive’s having been convicted of, or entered a pleaof nolo contendere to, a felony involving moral turpitude. No act or failure to act directlyrelated to Company action or inaction that constitutes Good Reason (as that term is defined insubsection 4(g) below) shall constitute Cause under this Agreement if the Executive has provided aNotice of Termination based on such Good Reason event prior to the Company’s giving of the Noticeof Termination for Cause. The Executive’s termination for Cause shall be effective when and if aresolution is duly adopted by an affirmative vote of the entire Board (less the Executive), statingthat, in the good faith opinion of the Board, the Executive is guilty of the conduct described inthe Notice of Termination, and such conduct constitutes Cause under this Agreement; provided,however, that the Executive shall have been given the opportunity (i) to cure any act or omissionthat constitutes Cause if capable of cure and (ii) together with counsel, during the 30-day periodfollowing the receipt by the Executive of the Notice of Termination and prior to the adoption ofthe Board’s resolution, to be heard by the Board.          (f) Disability. For purposes of this Agreement, the Executive shall be deemed to havea Disability if the Executive is entitled to long-term disability benefits under the Company’slong-term disability plan or policy, as the case may be, as in effect on the Date of Termination(as that term is defined in subsection 4(c) above)          (g) Good Reason. For purposes of this Agreement, the term “Good Reason” means theoccurrence (without the Executive’s express written consent) of any of the following acts orfailures to act by the Company:               (i) the assignment to the Executive of duties materially inconsistent with the Executive’sposition of Senior Vice President, Chief Accounting Officer, or a substantial diminution in theExecutive’s authority and duties;               (ii) any reduction in the Executive’s Annual Base Salary, Adjusted Base Salary, target AnnualBonus opportunity or target Annual Equity Award opportunity;               (iii) requiring the Executive to be based more than 50 miles away from the Company’sheadquarters in New York, New York;               (iv) the material breach by the Company of any of its other obligations under this Agreement;or               (v) the failure of the Company to obtain the assumption of this Agreement as contemplated inSubsection 13(b) hereof.               The Executive’s continued employment shall not constitute consent to, or a waiver of rightswith respect to, any act or failure to act constituting Good Reason hereunder; provided, however,that no such event described above shall constitute Good Reason unless the Executive has given aNotice of Termination to the Company specifying the condition or event relied upon for suchtermination within 90 days from the Executive’s actual knowledge of the occurrence of such eventand, ifcapable of cure, the Company has failed to cure the condition or event constituting GoodReason within the 30 day period following receipt of the Executive’s Notice of Termination.
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     5. Obligations of the Company upon Termination.          (a) Termination by the Company for other than Cause or by the Executive for GoodReason. If the Executive’s employment is terminated by the Company for any reason other thanCause or Disability or by the Executive for Good Reason:               (i) The Company shall pay to the Executive, within thirty business days of the Date ofTermination, any earned but unpaid Annual Base Salary;               (ii) The Company shall pay to the Executive, within thirty business days of the Date ofTermination, a prorated Annual Bonus based on (A) the target Annual Bonus opportunity in the yearin which the Date of Termination occurs or the prior year if no target Annual Bonus opportunity hasyet been determined (disregarding any reduction in target Annual Bonus opportunity that was thebasis for a termination by the Executive for Good Reason) and (B) the fraction of the year theExecutive was employed.               (iii) The Company shall pay to the Executive, within thirty business days of the Date ofTermination, a lump-sum payment equal to the sum of 100% of (x) the Executive’s Annual Base Salaryin effect immediately prior to the Date of Termination (disregarding any reduction in Annual BaseSalary that was the basis for a termination by the Executive for Good Reason), and (y) theExecutive’s target Annual Bonus opportunity for the year in which the Date of Termination occurs orthe prior year if no target Annual Bonus opportunity has yet been determined (disregarding anyreduction in target Annual Bonus opportunity that was the basis for a termination by the Executivefor Good Reason);               (iv) For a one (1) year period after the Date of Termination, the Company will arrange toprovide the Executive (and any covered dependents), without cost to the Executive, with life,accident and health insurance benefits substantially similar to those the Executive and any covereddependents were receiving immediately prior to the Notice of Termination, except for any suchbenefits that were waived by the Executive in writing. If the Company arranges to provide theExecutive and covered dependents with life, accident and health insurance benefits, those benefitswill be reduced to the extent comparable benefits are actually received by, or made available to,the Executive by a subsequent employer without cost during the one (1) year period following theExecutive’s Date of Termination. The Executive must report to the Company any such benefits thathe actually receives or are made available. In lieu of the benefits described in this subsection5(a)(iv), the Company, in its sole discretion, may elect to pay to the Executive a lump sum cashpayment equal to the annual premium that would have been paid by the Company to provide suchbenefits to the Executive and any covered dependents. Nothing in this subsection 5(a)(iv) willaffect the Executive’s right to elect COBRA continuation coverage in accordance with applicable lawor extend the COBRA continuation coverage period; and               (v) The Executive’s vested outstanding stock options shall remain exercisable until theearlier of (i) the three month anniversary of the Date of Termination and (ii) the last day of theoption term under the applicable option award agreement.          (b) Termination in Connection with a Change in Control.               (i) If, in anticipation of or within the 24 month period following a Change in Control (asdefined below), the Executive’s employment is terminated by the Company for any reason other thanCause or Disability or by the Executive for Good Reason, the Executive shall receive thepayments and benefits described in subsection 5(a) and, in addition, all of the Executive’soutstanding equity-based awards shall become fully vested on the Date of Termination.
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               (ii) For purposes of this Agreement, the term “Change in Control” shall mean the occurrence ofany of the following events:                    (A) any “person” (within the meaning ascribed to such term in Section 3(a)(9) of theSecurities Exchange Act of 1934, as amended from time to time (the “Exchange Act”) and used inSections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof), otherthan the Company, any trustee or other fiduciary holding securities under an employee benefit planof the Company, or any corporation owned directly or indirectly by the stockholders of the Companyin substantially the same proportion as the ownership of stock of the Company, (a “Person”) that isnot on the Effective Date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),directly or indirectly, of securities of the Company representing more than 20% of the combinedvoting power of the Company’s then outstanding securities becomes after the Effective Date thebeneficial owner, directly or indirectly, of securities of the Company representing more than 20%of the combined voting power of the Company’s then outstanding securities;                    (B) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)cease for any reason to constitute at least a majority of the Board of the Company, provided thatany person becoming a director subsequent to the date hereof whose election, or nomination forelection by the Company’s stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board (other than an election or nomination of anindividual whose initial assumption of office is in connection with an actual or threatenedelection contest relating to the election of the directors of the Company) shall be, for purposesof this definition, considered as though such person were a member of the Incumbent Board;                    (C) consummation of a merger, consolidation, reorganization, share exchange or similartransaction (a “Transaction”) of the Company with any other entity, other than (I) a Transactionthat would result in the voting securities of the Company outstanding immediately prior theretodirectly or indirectly continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity or a parent company) more than 80% of thecombined voting power of the voting securities of the Company or such surviving entity or parentcompany outstanding immediately after such Transaction or (II) a Transaction effected to implementa recapitalization of the Company (or similar transaction) in which no Person acquires more than20% of the combined voting power of the Company’s then outstanding securities;                    (D) the sale, transfer or other disposition (in one transaction or a series of relatedtransactions) of more than 50% of the operating assets of the Company; or                    (E) the approval by the shareholders of a plan or proposal for the liquidation or dissolutionof the Company.          (c) Termination by the Company for Cause or by the Executive without Good Reason. Ifthe Executive’s employment is terminated by the Company for Cause the Company shall pay to theExecutive, within thirty business days of the Date of Termination, any earned but unpaid AnnualBase Salary and all outstanding stock options (whether or not then exercisable), unvested stock andother incentive awards shall be forfeited. If the Executive’s employment is terminated by theExecutive without Good Reason (and not due to death, Disability or Retirement), the Company shallpay to the Executive, within thirty business days of the Date of Termination, any earned but unpaidAnnual Base Salary, all of the Executive’s unvested equity-based awards shall be forfeited as ofthe Date of Termination and the Executive’s vested outstanding stock options shall remainexercisable until the earlier of (i) the threemonth anniversary of the Date of Termination or (ii) the last day of the option term under theapplicable option award agreement.
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          (d) Termination due to death or Disability. If the Executive’s employment isterminated due to death or Disability, (i) the Company shall pay to the Executive (or to theExecutive’s estate or personal representative in the case of the Executive’s death), within thirtybusiness days after the Date of Termination, (A) any earned but unpaid Annual Base Salary and (B) aprorated Annual Bonus based on (I) the target Annual Bonus opportunity in the year in which theDate of Termination occurs or the prior year if no target Annual Bonus opportunity has yet beendetermined and (II) the fraction of the year the Executive was employed, and (ii) all of theExecutive’s outstanding equity-based awards shall vest on the Date of Termination and theExecutive’s outstanding stock options shall remain exercisable until the earlier of (x) the oneyear anniversary of the Date of Termination or (y) the last day of the option term under theapplicable option award agreement.          (e) Retirement. If the Executive retires after attaining age 55 but before attainingage 62, (i) the Company shall pay to the Executive, within thirty business days after the Date ofTermination, any earned but unpaid Annual Base Salary, (ii) the Executive shall receive applicableretiree benefits, if any, provided at such time by the Company to retirees or as the Company shalldetermine, and (iii) the Executive’s stock options that are vested as of the Date of Terminationshall remain exercisable through the earlier of the third anniversary of the Date of Termination orthe last day of the option term, with any outstanding unvested equity-based awards expiring on theDate of Termination. If the Executive retires after attaining age 62, (i) the Company shall pay tothe Executive, within thirty business days after the Date of Termination, any earned but unpaidAnnual Base Salary, (ii) the Executive shall receive applicable retiree benefits, if any, providedat such time by the Company to retirees or as the Company shall determine, (iii) the Executive’soutstanding equity-based awards shall vest on the Date of Termination, and (iv) the Executive’sstock options shall remain exercisable until the last day of the option term under the applicableoption award agreement.     6. Certain Tax Consequences.          (a) If any payments or benefits paid or provided or to be paid or provided to the Executive orfor his benefit pursuant to the terms of this Agreement or otherwise in connection with, or arisingout of, his employment with the Company (a “Payment” or “Payments”) would be subject to any excisetax (the “Excise Tax”) imposed by section 4999 of the Internal Revenue Code of 1986, as amended(the “Code”), then the Executive will be entitled to receive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by the Executive of all taxes (including anyinterest, penalties, additional tax, or similar items imposed with respect thereto and the ExciseTax), including any such taxes imposed upon the Gross-Up Payment, the Executive retains an amountof the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.          (b) An initial determination as to whether a Gross-Up Payment is required pursuant to thisAgreement and the amount of such Gross-Up Payment will be made at the Company’s expense by anaccounting firm selected by the Company. The accounting firm will provide its determination,together with detailed supporting calculations and documentation, to the Company and the Executivewithin 10 days after the Date of Termination, or such other time as requested by the Company or bythe Executive. If the accounting firm determines that no Excise Tax is payable by the Executivewith respect to a Payment or Payments, it will furnish the Executive with an opinion reasonablyacceptable to the Executive to that effect. The Gross-Up Payment, if any, will be paid by theCompany to the Executive within thirty business days of the receipt of the accounting firm’sdetermination. Within 10 days after the accounting firm delivers its determination to theExecutive, the Executive will have the right to dispute the determination. The existence of adispute will not in any way affect the Executive’s right to receive the Gross-Up Payment inaccordance with the determination. If there is no dispute, the determination willbe binding, final, and conclusive upon the Company and the Executive. If there is a dispute,the Company and the Executive will together select a second accounting firm, which will review thedetermination and the Executive’s basis for the dispute and then will render its own determination, which
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will be binding, final, and conclusive on the Company and on the Executive. The Company willbear all costs associated with that determination, unless the determination is not greater than theinitial determination, in which case all such costs will be borne by the Executive.          (c) For purposes of determining the amount of the Gross-Up Payment, the Executive will bedeemed to pay federal income taxes at the highest marginal rate of federal income taxation in thecalendar year in which the Gross-Up Payment is to be made and applicable state and local incometaxes at the highest marginal rate of taxation in the state and locality of the Executive’sresidence on the Date of Termination, net of the maximum reduction in federal income taxes thatwould be obtained from deduction of those state and local taxes.          (d) Notwithstanding anything contained in this Agreement to the contrary, in the event that,according to the accounting firm’s determination, an Excise Tax will be imposed on any Payment orPayments, the Company will pay to the applicable government taxing authorities as Excise Taxwithholding, the amount of the Excise Tax that the Company has actually withheld from the Paymentor Payments in accordance with law.     7. Release. Notwithstanding any provision herein to the contrary, no payments undersection 5 of this Agreement (other than payments due by reason of the Executive’s death) shallbecome payable to the Executive unless and until the Executive executes a complete release ofclaims against the Company and its affiliates and related parties in such form as is reasonablyrequired by the Company, and any waiting periods contained in such release shall have expired.     8. Non-Exclusivity of Rights. Except as otherwise provided in this Agreement, nothingin this Agreement shall prevent or limit the Executive’s continuing or future participation in anyplan, program, policy or practice provided by the Company or any of its affiliated companies forwhich the Executive may qualify (other than severance policies). Vested benefits and other amountsthat the Executive is otherwise entitled to receive under any other plan, program, policy, orpractice of, or any contract or agreement with, the Company or any of its affiliated companies onor after the Date of Termination shall be payable in accordance with the terms of each such plan,program, policy, practice, contract or agreement, as the case may be, except as expressly modifiedby this Agreement.     9. Full Settlement. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement and, except as otherwise provided in subsections5(a)(iv) and 16(e), the amount of any payment or benefit provided for in this Agreement shall notbe reduced by any compensation earned by the Executive as the result of employment by anotheremployer, by retirement benefits, by offset against any amount claimed to be owed by the Executiveto the Company, or otherwise.     10. Confidential Information; and Non-Solicitation.          (a) Confidential Information. The Executive shall hold in a fiduciary capacity forthe benefit of the Company all secret or confidential information, knowledge, trade secrets,methods, know-how or data relating to the Company or its affiliates and their businesses oracquisition prospects that the Executive obtained or obtains during the Executive’s employment bythe Company (“Confidential Information”), provided that “Confidential Information” shall notinclude any secret or confidential information, knowledge, trade secrets, methods, know-how or datathat is or becomes generally known to the public (other than as a result of the Executive’sviolation of this section 10). Except as may berequired and appropriate in connection with carrying out his duties under this Agreement, theExecutive shall not communicate, divulge, or disseminate any material Confidential Information atany time during or after the Executive’s employment with the Company, except with the prior writtenconsent of the
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Company or as otherwise required by law or legal process; provided, however, that ifso required, the Executive will provide the Company with reasonable notice to contest suchdisclosure.          (b) Non-Solicitation. During the Term of Employment and for the one (1) year periodfollowing the Date of Termination for any reason, the Executive will not, directly or indirectly,initiate any action to solicit or recruit anyone who is then an employee of the Company for thepurpose of being employed by him or by any business, individual, partnership, firm, corporation orother entity on whose behalf he is acting as an agent, representative, employee or otherwise.          (c) Non-Interference with Customers or Producers. During the Term of Employment andfor the one (1) year period following the Date of Termination for any reason, the Executive willnot interfere with any business relationship between the Company and any of its customers or agentsor brokers that produce insurance business for the Company.          (d) Remedies; Severability.               (i) The Executive acknowledges that if the Executive shall breach or threaten to breach anyprovision of subsections 10(a) through (c), the damages to the Company may be substantial, althoughdifficult to ascertain, and money damages will not afford the Company an adequate remedy.Therefore, if the provisions of subsections 10(a) through (c) are violated, in whole or in part,the Company shall be entitled to specific performance and injunctive relief, without prejudice toother remedies the Company may have at law or in equity.               (ii) If any term or provision of this section 10, or the application thereof to any person orcircumstances shall, to any extent, be invalid or unenforceable, the remainder of this section 10,or the application of such term or provision to persons or circumstances other than those as towhich it is held invalid or unenforceable, shall not be affected thereby, and each term andprovision of this section 10 shall be valid and enforceable to the fullest extent permitted by law.Moreover, if a court of competent jurisdiction deems any provision of subsections 10(a) through(c) to be too broad in time, scope, or area, it is expressly agreed that such provision shall bereformed to the maximum degree that would not render it unenforceable.     11. Attorneys’ Fees. Each party shall pay its own legal fees, court costs, litigationexpenses and/or arbitration expenses (as applicable) in connection with any dispute, litigation orarbitration regarding the validity or enforceability of, or liability under or otherwise involving,any provision of this Agreement, except that if the Executive prevails on the majority of materialclaims disputed, the Company shall pay all reasonable legal fees, court cost, litigation expensesand/or arbitration expenses.     12. Indemnification. The Executive shall be indemnified by the Company for actionstaken in his position as an officer, director, employee and agent of the Company to the greatestextent permitted by applicable law. The Executive shall also be covered as an insured by aliability insurance policy secured by and maintained by the Company covering acts of officers andmembers of the Board.
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     13. Successors.          (a) Assignment of Agreement. This Agreement is personal to the Executive and, withoutthe prior written consent of the Company, shall not be assignable by the Executive otherwise thanby will or the laws of descent and distribution.          (b) Successors of the Company. No rights or obligations of the Company under thisAgreement may be assigned or transferred except that the Company will require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company to expressly assume and agree toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform it if no such succession had taken place. As used in this Agreement, “Company” shallmean the Company as herein before defined and any successor that executes and delivers theagreement provided for in this section 13 or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.     14. Arbitration. Except for matters covered under section 10, in the event of anydispute or difference between the Company and the Executive with respect to the subject matter ofthis Agreement and the enforcement of rights hereunder, either the Executive or the Company may, bywritten notice to the other, require such dispute or difference to be submitted to arbitration.The arbitrator or arbitrators shall be selected by agreement of the parties or, if they cannotagree on an arbitrator or arbitrators within 30 days after the date arbitration is required byeither party, then the arbitrator or arbitrators shall be selected by the American ArbitrationAssociation (the “AAA”) upon the application of the Executive or the Company. The determinationreached in such arbitration shall be final and binding on both parties without any right of appealor further dispute. Execution of the determination by such arbitrator may be sought in any courtof competent jurisdiction. The arbitrators shall not be bound by judicial formalities and mayabstain from following the strict rules of evidence and shall interpret this Agreement as anhonorable engagement and not merely as a legal obligation. Unless otherwise agreed by the parties,any such arbitration shall take place in New York, New York.     15. Applicability of Section 409A of the Code.          (a) To the extent applicable, it is intended that this Agreement and any payment madehereunder shall comply with the requirements of Section 409A of the Code, and any relatedregulations or other guidance promulgated with respect to such Section by the U.S. Department ofthe Treasury or the Internal Revenue Service (“Code Section 409A”). Any provision thatwould cause this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have noforce or effect until amended to comply with Code Section 409A, which amendment may be retroactiveto the extent permitted by Code Section 409A. Without limiting the generality of the foregoing:(i) for all purposes under this Agreement, reference to Executive’s “termination of employment”(and corollary terms) with the Company shall be construed to refer to Executive’s “separation fromservice” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by theCompany) with the Company; and (ii) to the extent that any reimbursement, fringe benefit or other,similar plan or arrangement in which Executive participates during the Term of Employment orthereafter provides for a “deferral of compensation” within the meaning of Code Section 409A, (x)the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange foranother benefit, (y) the amount eligible for reimbursement or payment under such plan orarrangement in one calendar year may not affect the amount eligible for reimbursement or payment inany other calendar year, and (z) subject to any shorter time periods provided in any expensereimbursement policy of the Company, any reimbursement or payment of an expense under such plan orarrangement must be made on or before the last day of the calendar year following the calendar yearin which the expense was incurred. In addition, whenever a provision under this Agreementspecifies a payment period with reference to a number of days, the actual date of payment withinthe specified period shall be within the sole discretion of the Company.
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          (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive isdeemed on the date of termination to be a “specified employee” within the meaning of that termunder Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefitthat is specified as subject to this section, such payment or benefit shall not be made or provided(subject to the last sentence of this section 15(b)) prior to the earlier of (i) the expiration ofthe six (6)-month period measured from the date of the Executive’s “separation from service” (assuch term is defined under Code Section 409A), and (ii) the date of Executive’s death (the “DelayPeriod”). All payments and benefits delayed pursuant to this section 15(b) (whether they wouldhave otherwise been payable in a single sum or in installments in the absence of such delay) shallbe paid or reimbursed to the Executive in a lump sum on the first business day following theexpiration of the Delay Period, and any remaining payments and benefits due under this Agreementshall be paid or provided in accordance with the normal payment dates specified for them herein.     16. Miscellaneous.          (a) Governing Law and Captions. This Agreement shall be governed by, and construed inaccordance with, the laws of New York without reference to principles of conflict of laws. Thecaptions of this Agreement are not part of the provisions hereof and shall have no force or effect.          (b) Notices. All notices and other communications under this Agreement shall be inwriting and shall be given by hand delivery or by facsimile (provided confirmation of receipt ofsuch facsimile is received) to the other party or by registered or certified mail, return receiptrequested, postage prepaid, or by Federal Express or other nationally-recognized overnight courierthat requires signatures of recipients upon delivery and provides tracking services, addressed asfollows:If to the Executive:Richard Barrow