Exhibit 10.7


 


NOAH GOTTDIENER

EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Employment
Agreement”), dated as of July 17, 2007, by and between DUFF &
PHELPS, LLC, a Delaware limited liability company (“D&P, LLC”), and Noah
Gottdiener (“Executive”).


 


WHEREAS, Executive has been employed pursuant
to a previous employment agreement dated as of September 30, 2005 with Duff
& Phelps Acquisitions, LLC, a Delaware limited liability company (“D&P
Acquisitions LLC”), Duff & Phelps Management Co., LLC, and Duff &
Phelps, LLC, a Delaware limited liability company (the “Prior Employment
Agreement”); and


 


WHEREAS, in connection with an initial public
offering (the “IPO”) of Duff & Phelps Corporation, a Delaware
corporation (the “Company”), with respect to which D&P, LLC is an
indirect wholly-owned subsidiary, D&P, LLC will become the sole successor
employer to the Executive pursuant to the Prior Employment Agreement; and


 


WHEREAS, the D&P Entities (as defined
below) wish to replace the Prior Employment Agreement in its entirety as set
forth herein; and


 


WHEREAS, Executive acknowledges and agrees
that, by entering into this Employment Agreement, Executive does not have a
basis for asserting “Good Reason” under the Prior Employment Agreement; and


 


WHEREAS, the parties desire to enter into
this Employment Agreement to set forth the terms and conditions for the
employment and executive relationship of Executive with D&P, LLC, the
Company and its subsidiaries (collectively, the “D&P Entities”).


 


NOW, THEREFORE, based upon the foregoing
representations, and expressly intending to be legally bound, thereby and
hereby, the parties agree as follows:


 


1.                                       Employment. Executive shall serve
as the Chief Executive Officer of the Company and each of the D&P Entities
and shall be an employee of D&P, LLC from the date the registration
statement filed in connection with the IPO becomes effective (the “Effective
Date”) through the end of the Term (as defined below). As the Chief
Executive Officer of the Company, Executive shall render executive, policy, and
other management services to the 


 


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Company of the
type customarily performed by persons serving in similar capacities as
Executive and consistent with the past practice of Executive while serving as
the Chief Executive Officer of D&P Acquisitions LLC. During the Term, and
excluding any periods of vacation and sick leave to which Executive is
entitled, Executive agrees to devote substantially all of his business
attention and time during normal business hours to the business and affairs of
the D&P Entities and to use his reasonable best efforts to perform such
responsibilities in a commercially reasonable manner; provided, that
Executive may (i) with the consent of the Board, which consent shall not be
unreasonably withheld, serve on civic or charitable boards or committees, (ii)
with the consent of the Board, which may be withheld for any reason, serve on
corporate boards or committees, and (iii) manage his personal investments, so
long as such activities under clauses (i), (ii) and (iii) above do not
interfere, with Executive’s responsibilities hereunder. Executive shall also
perform such duties as the board of directors of the Company (the “Board”)
may from time to time reasonably direct.


 


2.                                       Salary. As compensation for
Executive’s services to the Company and other D&P Entities, the Executive
shall be entitled to receive during the Term a salary at the annual rate of $750,000,
which salary may, but need not be, increased from time to time as determined by
the Compensation Committee (the “Annual Salary”). The Annual Salary
shall be payable in installments in accordance with the normal payroll
practices of D&P, LLC. Except as set forth in this Employment Agreement or
as the Board may otherwise provide, Executive shall not be entitled to receive
any additional compensation, whether in the form of equity or otherwise, for
serving as an officer or director of the D&P Entities.


 


3.                                       Additional Employment Compensation.


 


(a)                                            In addition to the Annual Salary,
Executive shall be entitled to receive annual bonus compensation (i) for the
fiscal year ended December 31, 2007, and for each fiscal year thereafter during
the Term, in an amount determined under Section 3(b) below and in the form
described in 3(c) below (for each respective year, the “Annual Bonus”). The
cash portion of the Annual Bonus, if any, shall be payable to Executive on or
before March 15 of the year following the fiscal year to which such Annual
Bonus relates; provided that, subject to Section 8 of this Employment
Agreement, the Executive is employed by D&P, LLC as of the last day of the
fiscal year to which such Annual Bonus relates.


 


(b)                                           The amount of the Annual Bonus for
the fiscal year ended December 31, 2007 and each fiscal year thereafter during
the Term shall be calculated by multiplying the Target Bonus Amount by a
fraction (i) the numerator of which shall be Company EBITDA less Minimum
Company EBITDA (which shall not result in a number less than zero), and (ii)
the denominator of which shall be Target Company EBITDA less Minimum Company
EBITDA. By way of example, if Company EBITDA is equal to Target Company EBITDA
then the Annual Bonus shall be the Target Bonus Amount. Terms used and not
defined in this Section 3(b) shall have the meanings ascribed thereto on Exhibit
A.


 


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(c)                                            The form in which the Annual Bonus
shall be payable is as follows: (i) 70% (or such lower percentage as may be
elected in accordance with the procedures set forth below) in cash and (ii) an
award of a number of restricted Class A shares of the Company determined by
dividing (a) the remaining amount of the Annual Bonus by (b) the per share
closing price of the Company’s Class A shares as of the date of such award,
rounded down to the nearest whole share, (the “Class A Award”) which Class A
Award shall, subject to Section 8 of this Employment Agreement, become
non-forfeitable as to 1/3 of such award on each of the first three
anniversaries of the date of such award, provided that the Executive’s
employment has not been terminated for Cause, by Executive without Good Reason,
or due to Executive’s death or Disability prior to such anniversary date. On
any date that is no later than June 30 of each fiscal year to which such Annual
Bonus relates, the Executive may make an irrevocable election (an “Election”)
that the percentage of such Annual Bonus that shall be provided in cash be
reduced by up to an additional 15% of such Annual Bonus and that the percentage
of such Annual Bonus that is to be provided in the form of an award of a number
of restricted Class A shares of the Company be increased by an equal percentage
(the “Additional Class A Award”). In the event that the Executive makes
an Election that a percentage of such Annual Bonus in excess of 30%, but no
more than 45%, be provided in the form of an award of restricted Class A shares
of the Company, the Executive shall be awarded an additional number of Class A
shares of the Company equal to the number of shares issuable with respect to
that portion of the award that exceeds 30% of the Annual Bonus (the “Matching
Award”). The Additional Class A Award and the Matching Award shall, subject
to Section 8 of this Employment Agreement, become non-forfeitable as to 1/3 of
such awards on each of the first three anniversaries of the date of such awards
for so long as the Executive remains employed by the Company through the
respective anniversary date.


 


4.                                       Participation in Employee Benefit Plans and Fringe
Benefits. Executive shall be eligible to participate in any plan
of the D&P Entities, if any, relating to options, equity purchases,
pension, thrift, profit sharing, employee equity ownership, group life
insurance, medical coverage, disability insurance, education, and/or other
retirement or employee benefits, that are available for the benefit of senior
executive officers of the D&P Entities. Executive shall also be eligible to
receive any other fringe benefits provided to senior executive officers of the
D&P Entities during the Term. Participation in these plans and receipt of
these fringe benefits shall not reduce the compensation payable to Executive
under Sections 2 and 3 above. Without limiting the foregoing, (a) the Annual
Bonus shall be included as compensation for purposes of determining Executive’s
entitlement under any supplemental 401(k) plan maintained by the D&P
Entities, if any, and (b) D&P, LLC will recommend to D&P Corp. that
Executive should be eligible to receive a stock option grant in connection with
the IPO pursuant to an agreement in substantially the form attached hereto as Exhibit
B. D&P, LLC shall give credit to Executive for all service with Stone Ridge
Partners LLC to the extent Stone Ridge Partners LLC recognized such service,
for all purposes for which such service was taken into account or recognized by
Stone Ridge Partners LLC, as applicable, but not to the extent that crediting
such service would result in duplication of benefits; provided, however, that,
not withstanding the foregoing, such 


 


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service shall
only be recognized to the extent the service would be recognized under D&P,
LLC’s plans had the service been performed at D&P, LLC.


 


5.                                       Term. The initial term of this
Employment Agreement shall be for a period commencing on the Effective Date and
ending on December 31, 2010. The initial term and any automatic renewal as
provided below in this Section, subject to any earlier termination of
employment as provided for under Section 7, is referred to herein as the “Term.”  Unless the parties hereto enter into a new
employment agreement or either party provides at least thirty (30) days but not
more than ninety (90) days advance written notice of its desire to not to renew
this Employment Agreement before the expiration of the Term (or any continuous
subsequent one year renewal term), this Employment Agreement shall continue in
effect from year to year thereafter for successive one year renewal periods
upon expiration of the Term; provided, however that Section 3 of
this Employment Agreement shall not renew and shall be of no further force or
effect in the event of any such automatic renewal, but rather the Compensation
Committee shall establish, using its reasonable good faith judgment, a bonus
program for Executive based on bonus programs then in effect for executives
employed in comparable positions at comparable companies with comparable
financial performance.


 


6.                                       Vacations. Executive shall be
entitled to five (5) weeks of paid vacation leave per year, in accordance with
the vacation policy as then in effect. The timing of paid vacations shall be
scheduled by Executive, considering the reasonable needs of the D&P
Entities.


 


7.                                       Termination of Employment.


 


(a)                                  Death or Disability. The Term and Executive’s
employment shall terminate automatically upon Executive’s death. If the Board
determines in good faith that Executive is Disabled at any time during the Term
and gives Executive written notice of such determination, Executive’s
employment shall terminate effective on the 30th day after receipt of such
notice by Executive (the “Disability Effective Date”); provided
that such termination shall not be effective if, within thirty (30) days after
receipt of such notice, Executive has returned to full-time satisfactory
performance of Executive’s duties; provided, further, that, if
such termination is effective, Executive shall be entitled to receive medical
benefits consistent with the Company’s policies from time to time for a period
of two (2) years from the Disability Effective Date. “Disability” or “Disabled”
shall mean, Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Company; (iii) when used in connection with the exercise of an Incentive Stock
Option following termination of employment, has a disability within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”);
or (iv) solely to the extent 


 


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necessary to satisfy Section 409A of the
Code, has a “disability” or is “disabled” within the meaning of Section 409A of
the Code.


 


(b)                                 Cause. The Term and Executive’s
employment may be terminated by D&P, LLC for Cause or without Cause. “Cause”
shall mean:  (i) Executive’s commission
of a willful act of fraud, embezzlement or misappropriation of any money or
properties of the D&P Entities (other than an insubstantial and
unintentional misappropriation that has been remedied within ten (10) days
after Executive’s receipt of notice of such misappropriation); (ii) Executive’s
indictment relating to any violation of any federal or state securities law or
fraud; (iii) Executive’s indictment for any felony or crime that causes a
material adverse effect to any of the D&P Entities; (iv) to the extent not
covered by (i) to (iii) above, Executive’s conviction of, or plea of no contest
to, any misdemeanor involving moral turpitude or any felony; (v) Executive’s
being enjoined from violating any federal or state securities law or being
determined to have violated any such law which impairs or prohibits Executive
from performing services or duties under this Employment Agreement; (vi)
Executive engaging in willful or reckless misconduct in connection with any
activity, the purpose or effect of which materially and adversely affects any
of the D&P Entities; (vii) Executive becoming barred or prohibited by the
Securities and Exchange Commission from holding Executive’s position with any
of the D&P Entities; and (viii) Executive’s material breach of any of his obligations
under Section 10 of this Employment Agreement.


 


(c)                                  Retirement. The Term and Executive’s
employment may be terminated by Executive subject to compliance with the notice
provisions set forth in 7(f) below, on or after reaching Retirement Age. “Retirement
Age” shall mean that (i) Executive is 65 years old, or (ii) is 55 years old
and has 15 years of service with the Company.


 


(d)                                 Good Reason. The Term and Executive’s
employment may be terminated by Executive for any reason, including Good
Reason, subject to compliance with the notice provisions set forth in 7(f)
below. “Good Reason” shall mean any action not consented to by Executive in
writing (which action shall not have been cured within thirty (30) days
following written notice from Executive to the Company specifying that such
action will give rise to a termination of Executive’s employment for Good
Reason) having the following effect or effects: 
(i) a breach of any of material obligations to Executive under this
Employment Agreement or any other material agreement to which Executive and any
of the D&P Entities is a party; (ii) requiring Executive to relocate to a
facility or location more than fifty (50) miles from the location at which he
was primarily located immediately prior to such requirement; (iii) any material
reduction in Executive’s duties or authority as compared to such duties or
authority as of the Effective Date, any adverse alteration in Executive’s
reporting relationship as compared to such reporting relationship as of the
Effective Date or any other material adverse alteration to the terms of
Executive’s employment, provided, that Executive’s replacement as
Chairman of the Board shall not constitute Good Reason if a majority of the
Board determines, in its good faith judgment, that Executive should not serve
as Chairman as a matter of corporate governance and the Board consults with
Executive before the Board selects an individual to replace Executive as
Chairman, and provided, further that, Executive shall not have Good Reason to
terminate his employment if following an acquisition of the Company (whether by
merger, stock purchase or otherwise), Executive is required to report to the
Chief Executive Officer of the Parent Company that acquires the Company; or
(iv) any reduction in Executive’s base salary.


 


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(e)                                  A “Change in Control” shall
be deemed to have occurred if the event set forth in any one of the following
paragraphs shall have occurred:


 


(i)                                     any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities acquired
directly from the Company or its Affiliates) representing 50% or more of the
combined voting power of the Company’s then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (a) of paragraph (iii) below; or


 


(ii)                                  the following individuals cease for
any reason to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election by the
Company’s stockholders was approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors on the
date hereof or whose appointment, election or nomination for election was
previously so approved or recommended; or;


 


(iii)                               there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary of the
Company with any other corporation or other entity, other than (a) a merger or
consolidation which results in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, at least
50% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such
merger or consolidation or (b) a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which no Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company (not including in the securities Beneficially Owned by such Person
any securities acquired directly from the Company or its Affiliates)
representing 50% or more of the combined voting power of the Company’s then
outstanding securities; or


 


(iv)                              the stockholders of the Company
approve a plan of complete liquidation or dissolution of the Company or there
is consummated an 


 


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agreement
for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than a sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.


 


Notwithstanding the foregoing, a “Change in
Control” shall not be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior
to such transaction or series of transactions continue to have substantially
the same proportionate ownership in an entity that owns all or substantially
all of the assets of the Company immediately following such transaction or
series of transactions.


 


(f)                                    Notice of Termination. Any termination of Executive’s
employment with or without Cause, or by Executive for Good Reason, without Good
Reason or for retirement, shall be communicated by the terminating party
through a Notice of Termination; provided that, in the event that the Executive
terminates employment for Good Reason, such Notice of Termination be delivered
by the Executive within ninety (90) days of the initial existence of the
condition providing the basis for such Good Reason. For purposes of this
Employment Agreement, a “Notice of Termination” means a written notice
that:  (i) indicates the specific
termination provision in this Employment Agreement relied upon; (ii) sets forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated; and
(iii) specifies the Date of Termination. The failure to set forth in the Notice
of Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause, as the case may be, shall not waive any right of the parties
hereunder or preclude any party, respectively, from asserting such fact or
circumstance in enforcing any rights hereunder.


 


(g)                                 Date of Termination. “Date of Termination” means
(i) if Executive’s employment is terminated for Cause or by Executive for Good
Reason, the date that is one day after the last day of the applicable cure or
notice period, (ii) if Executive’s employment is terminated other than for
Cause, death or Disability, or if Executive resigns other than for Good Reason,
the Date of Termination shall be the date on which the terminating party
notifies Executive or the Company, as the case may be, of such termination and
(iii) if Executive’s employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of Executive or the
Disability Effective Date, as the case may be.


 


8.                                       Obligations of the D&P Entities Upon
Termination.


 


(a)                                            Termination without Cause or by
Executive with Good Reason. If Executive’s employment is terminated without
Cause (other than termination by reason of Executive’s death or Disability), or
Executive terminates employment for Good Reason, and Executive executes a
general release in the form 


 


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attached
hereto as Exhibit C, Executive shall be paid or provided, (i) within
thirty (30) days after the applicable Date of Termination, a cash lump sum
payment equal to the sum of: (a) any accrued but unpaid salary as payable
through such Date of Termination; (b) Executive’s Annual Salary as of the Date
of Termination; and (c) the most recent Annual Bonus earned by the Executive
pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as
of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus
through the Date of Termination, payable when and if it otherwise would have
been payable, (iii) full and immediate vesting of any equity or equity-based
awards (including stock options) then held by Executive, (iv) should Executive
elect continuation of the medical and dental benefits under COBRA, payment of
Executive’s costs for such coverage for a period of up to one year following
the applicable Date of Termination; and (v) any other amounts or benefits
required to be paid or provided, or which Executive is entitled to receive, as
of the applicable Date of Termination, as provided for under any plan, program,
policy, contract or agreement of the D&P Entities, including any severance
plan or policy which is then applicable to Executive; provided, however,
that if Executive is employed by an employer that is not a D&P Entity
during the period provided for under Subsection (iv) above and is eligible to
receive medical or dental benefits under such employer’s plans or is otherwise
eligible to receive benefits under any governmental plan, then Executive shall
no longer be entitled to such payments. In the event the parties hereto have
not entered into a new employment agreement and the Company elects to provide
Executive with notice pursuant to Section 5 not to renew this Employment
Agreement or the Term (including any successive one year renewal periods), such
election not to renew shall be treated as termination by the Company without
Cause under this Section 8(a).


 


(b)                                           Termination for Cause, by Executive
without Good Reason or due to Executive’s death or Disability. If Executive’s employment is
terminated for Cause, Disability or death, or Executive terminates employment
other than for Good Reason, then the D&P Entities shall have no further
obligation, to provide any remuneration, accruals, or other benefits to
Executive, other than the obligation of D&P, LLC to pay to Executive, to
the extent not theretofore paid or provided, in a cash lump sum payment within
thirty (30) days after such Date of Termination equal to the Annual Salary
through the applicable Date of Termination, or as required by law, provided
that if Executive’s employment is terminated for Disability or death, (i) Executive
shall receive a pro rata share of any Annual Bonus to which Executive may be
entitled until the related Date of Termination, (ii) Executive shall receive
any unvested portion of any Class A Award or any Additional Class A Award (but
not any Matching Award), and (iii) any unvested equity awarded to Executive prior
to the date of this Employment Agreement shall become vested.


 


(c)                                            Retirement. If Executive retires after
reaching Retirement Age, then the D&P Entities shall have no further
obligation, to provide any 


 


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remuneration,
accruals, or other benefits to Executive, other than (i) the obligation of D&P,
LLC to pay to Executive, to the extent not theretofore paid or provided, in a
cash lump sum payment within thirty (30) days after such Date of Termination
equal to the Annual Salary through the Date of Termination, or as required by
law, and (ii) provided that Executive executes a general release in the form
attached hereto as Exhibit C, any unvested equity awarded to Executive
under this Employment Agreement shall become vested.


 


(d)                                           Termination and Change In Control.  The
Executive shall be entitled to receive the payments described in this Section 8(d)
upon the termination of the Executive’s employment within eighteen (18) months
following a Change in Control provided, that Executive executes a
general release in the form attached hereto as Exhibit C, unless such
termination is (i) for Cause, (ii) by reason of death or Disability, or (iii)
by the Executive without Good Reason. In lieu of any further salary payments to
the Executive for periods subsequent to the Date of Termination and in lieu of
any severance benefit otherwise payable to the Executive, Executive shall be
entitled to receive, (i) within thirty (30) days after the applicable Date of
Termination, a cash lump sum payment equal to the sum of (A) any accrued but
unpaid salary as payable through such Date of Termination, and (B) two times
the sum of (1) Executive’s Annual Salary as of the Date of Termination, and (2)
the most recent Annual Bonus earned by the Executive pursuant to this
Employment Agreement or, if higher, the Target Bonus Amount as of the Date of
Termination, (ii) a prorated portion of Executive’s Annual Bonus through the
Date of Termination, payable when and if it otherwise would have been payable,
(iii) full and immediate vesting of any equity or equity-based awards
(including stock options) then held by Executive, (iv) should Executive elect
continuation of the medical and dental benefits under COBRA, payment of
Executive’s costs for such coverage for a period of up to one year following
the applicable Date of Termination; and (v) any other amounts or benefits
required to be paid or provided, or which Executive is entitled to receive, as
of the applicable Date of Termination, as provided for under any plan, program,
policy, contract or agreement of the D&P Entities, including any severance
plan or policy which is then applicable to Executive; provided, however,
that if Executive is employed by an employer that is not a D&P Entity
during the period provided for under Subsection (iv) above and is eligible to
receive medical or dental benefits under such employer’s plans or is otherwise
eligible to receive benefits under any governmental plan, then Executive shall
no longer be entitled to such payments. For purposes of this Employment
Agreement, the Executive’s employment shall be deemed to have been terminated
without Cause following a Change in Control or by the Executive with Good
Reason following a Change in Control if (x) the Executive’s employment is
terminated without Cause prior to a Change in Control (whether or not a Change
in Control ever occurs) and such termination was at the request or direction of
a Person who has entered into an agreement with the Company the consummation of
which would constitute a Change in Control (y) the Executive’s employment is
terminated without Cause in the ninety (90) period prior to or in anticipation
of a Change in Control (whether or not a Change in Control ever occurs) or (z)
if the 


 


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Executive
terminates his employment for Good Reason prior to a Change in Control (whether
or not a Change in Control ever occurs) and the circumstance or event which
constitutes Good Reason occurs at the request or direction of such Person.


 


(e)                                            Adjustments to Payments. If it is reasonably determined
that any payment or distribution by the D&P Entities to or for the benefit
of Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Employment Agreement or otherwise pursuant to or by reason
of any other agreement, policy, plan, program or arrangement, including without
limitation any stock option, stock appreciation right or similar right, or the
lapse or termination of any restriction on or the vesting or exercisability of
any of the foregoing (the “Payments”) is subject to the excise tax
imposed by Section 4999 of the Code, (the “Excise Tax”), Executive shall
be entitled to an additional amount (the “Gross Up Payment”) such that
the net amount retained by the Executive, after deduction of any Excise Tax on
the Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, and after taking into account the phase
out of itemized deductions and personal exemptions attributable to the Gross-Up
Payment, shall be equal to the Payments.


 


(f)                                              For purposes of determining whether
any of the Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (i) all of the Payments shall be treated as “parachute payments”
(within the meaning of section 280G(b)(2) of the Code) unless, in the opinion
of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive
and selected by the accounting firm which was, immediately prior to the Change
in Control, the Company’s independent auditor (the “Auditor”), such
payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all “excess
parachute payments” within the meaning of section 280G(b)(l) of the Code shall
be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel,
such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered (within the meaning of section
280G(b)(4)(B) of the Code) in excess of the base amount (as defined in section
280G(b)(3) of the Code) (the “Base Amount”) allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax, and (iii) the
value of any noncash benefits or any deferred payment or benefit shall be
determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code and applicable guidance under Treasury
Regulation § 1.280G-1, and U.S. Treasury Department rulings and releases. For
purposes of determining the amount of the Gross Up Payment, the Executive shall
be deemed to pay federal income tax at the highest marginal rate of federal
income taxation in the calendar year in which the Gross Up Payment is to be
made and state and local income taxes at the highest marginal rate of taxation
in the state and locality of the Executive’s residence on the Date of
Termination, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes.


 


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(g)                                           In the event that the Excise Tax is
finally determined to be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay, within five (5)
business days following the time that the amount of such reduction in the
Excise Tax is finally determined, the portion of the Gross Up Payment
attributable to such reduction (plus that portion of the Gross Up Payment
attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross Up Payment being repaid by the
Executive), to the extent that such repayment results in a reduction in the
Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income
and wages for purposes of federal, state and local income and employment taxes,
plus interest on the amount of such repayment at 120% of the rate provided in
section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder in calculating the
Gross-Up Payment (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross Up Payment), the Executive
shall be entitled to an additional Gross Up Payment in respect of such excess
(plus any interest, penalties or additions payable by the Executive with
respect to such excess) within five (5) business days following the time that
the amount of such excess is finally determined. The Executive and D&P, LLC
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.


 


(h)                                           409A Compliance. Notwithstanding the foregoing, if
any amount to be paid to Executive pursuant to this Section 8 is “deferred compensation”
subject to Section 409A of the Code and the rules and regulations thereunder (“Section
409A”), and if the Executive is a “Specified Employee” (as defined under
Section 409A) as of the date of Executive’s termination of employment
hereunder, then, to the extent necessary to avoid the imposition of excise
taxes or other penalties under Section 409A, the payment of benefits, if any,
scheduled to be paid by the D&P Entities to Executive hereunder during the
first six (6) month period following the date of a termination of employment
hereunder shall not be paid until the date which is the first business day
following the six-month anniversary of Executive’s termination of employment
for any reason other than death. Any termination of employment or services from
the D&P Entities which triggers a payment of “deferred compensation”
subject to Section 409A of the Code shall, if applicable, meet the requirements
of a “separation from service” under Section 409A of the Code. In addition, the
parties shall cooperate fully with one another to ensure compliance with
Section 409A of the Code, including, without limitation, adopting amendments to
arrangements subject to Section 409A and operating such arrangements in
compliance with Section 409A; provided, however, nothing in this
subsection (g) shall require Executive to reduce his compensation.


 


11

















 


(i)                                               409A Excise Tax. Subject to Executive’s compliance
with Section 8(g) above, if any portion of the Executive’s compensation less
regular federal, state and local income and employment taxes (“Compensation”)
becomes subject to the excise tax or interest penalties under Section
409A(a)(1)(B) of the Code (“409A Excise Tax”), Executive shall be
entitled to an additional amount (the “409A Gross Up Payment”) such that
the net amount retained by the Executive, after deduction of any 409A Excise
Tax on the Compensation and any federal, state and local income and employment
taxes and the 409A Excise Tax upon the 409A Gross-Up Payment, and after taking
into account the phase out of itemized deductions and personal exemptions
attributable to the 409A Gross-Up Payment, shall be equal to the Compensation. This
subsection (h) shall be of no effect if the Company provides Executive with a
minimum of thirty (30) days advance notice of a potential Section 409A of the
Code violation and proposes a reasonable correction to Executive at such time,
and Executive refuses to respond or exercise good faith in agreeing to required
changes. Notwithstanding the foregoing, nothing in this subsection (h) shall
require Executive to reduce his compensation.


 


9.                                       No Assignments; Successors. This
Employment Agreement is personal to each of the parties hereto. Neither party
may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other, provided that, in the event
of the death of Executive, all rights to receive payments hereunder shall
become rights of Executive’s estate, and provided  further that D&P,
LLC may assign its rights and obligations hereunder in connection with any sale
of the Company, and shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly to assume and agree to
perform this Employment Agreement in the same manner and to the same extent
that D&P, LLC would have been required to perform if no succession had
taken place. Notwithstanding anything in this Employment Agreement to the
contrary, each of the D&P Entities shall have the right to enforce the
provisions of Section 10 below.


 


10.                                 Confidential Information; Noncompetition;
Nonsolicitation.


 


(a)                                            Executive acknowledges that
Executive has and will have knowledge of certain trade secrets of the D&P
Entities, including information concerning the D&P Entities’ businesses,
operations, future plans, methodologies, and customers. Executive shall hold in
a fiduciary capacity for the benefit of the D&P Entities all secret or
confidential information, knowledge or data relating to the D&P Entities
and their respective businesses, which shall have been obtained by Executive
during Executive’s employment and which shall not be or become public knowledge
(other than by acts by Executive or representatives of Executive in violation
of this Employment Agreement). After termination of Executive’s employment,
Executive shall not, without prior written consent or as may otherwise be
required by law or legal process (provided adequate notice of and opportunity
to challenge or limit the scope of disclosure purportedly so required has been 


 


12

















 


provided
by Executive), allow others to use to their personal advantage, communicate or
divulge any such information, knowledge or data to anyone other than the
D&P Entities and those designated by it or to an attorney retained by
Executive to provide legal advice with respect to this Section 10 and who has
agreed to keep such information confidential.


 


(b)                                           While employed under this Employment
Agreement, Executive shall comply with the rules and policies of the D&P
Entities, including without limitation the D&P Entities’ code of conduct
and conditions of employment and compliance policies.


 


(c)                                            Executive agrees promptly to
disclose, in writing, all Innovations (as defined below) to the D&P
Entities, to provide all assistance requested by the D&P Entities, at the
D&P Entities’ expense, in the preservation of the D&P Entities’
interests in any Innovations, and hereby assigns and agrees to assign to the
D&P Entities all rights, title and interest in and to all worldwide
patents, patent applications, copyrights, trade secrets and other intellectual
property or “Moral Rights” in any Innovation. Furthermore, during the Term, the
D&P Entities may use Executive’s name and image as appropriate in the
conduct of its business. “Innovations” means all developments,
improvements, designs, original works, formulas, processes, software programs,
databases, and trade secrets, whether or not patentable, copyrightable or
otherwise protectable, that Executive, whether by himself or jointly with
others, creates, modifies, develops, derives or implements during the Term,
that in any way relates to the D&P Entities’ business.


 


(d)                                           Executive acknowledges and agrees
that all personal property, of any nature whatsoever, furnished to Executive by
the D&P Entities in the course of or incident to his employment, belong to
the D&P Entities and promptly shall be returned to the D&P Entities
upon termination of Executive’s employment for any reason.


 


(e)                                            Executive acknowledges that if
Executive were to become employed by a competing organization, Executive’s new
job duties and the products, services and technology of the competing organization
would be so similar or related to those contemplated by this Employment
Agreement that it would be very difficult for Executive not to rely on or use
the D&P Entities’ trade secrets. Executive further acknowledges that
Executive, and any competing organization, cannot avoid using the trade secret
information, due to the fact that even in the best good faith, Executive cannot
as a practical matter avoid using the knowledge of the D&P Entities’
confidential methods and trade secrets in Executive’s work with a competing
organization. Accordingly, Executive has not and will not, (i) while employed
by the D&P Entities and (ii) in the event that Executive’s employment is
terminated for any reason, for a period of one year after the Date of
Termination (without the written consent of the Company): directly or 


 


13

















 


indirectly,
own, manage, operate, control or participate in the ownership, management,
operation or control of, or be connected as an officer, employee, partner,
director or otherwise with, or have any financial interest in, any business
that engages in any business within a 50-mile radius of any metropolitan area
in which the D&P Entities conducted significant business during the
12-month period immediately preceding the Date of Termination (1) that competes
with any business actively conducted in such area, at the time such engagement
is commenced, by the D&P Entities and (2) that is of the type of business
activity in which Executive was engaged on behalf of the D&P Entities
during such 12-month period; provided that ownership, for personal
investment purposes only, of less than 5% of the voting stock of any publicly
held corporation shall not constitute a violation hereof.


 


(f)                                              While employed under this Employment
Agreement and for two years after termination of employment for any reason,
Executive shall not, directly or indirectly, on behalf of Executive or any
other person, solicit for employment or hire (other than for the D&P
Entities) any person known by Executive to be employed by the D&P Entities
at the time of such solicitation or hiring or within the six (6) month period
immediately preceding thereto.


 


(g)                                           Notwithstanding any other provision
in this Employment Agreement, while employed under this Employment Agreement
and for two years after Executive’s termination of employment for any reason,
Executive shall not, directly or indirectly, on behalf of Executive or any
other person, solicit any Client to become a client and/or customer of Executive
or of any person other than the D&P Entities. For purposes of this Section
10(g), a “Client” is a person, firm or corporation that is, becomes or
is known to be an actual or potential client or customer of the D&P
Entities as a result of a communication or solicitation by the D&P Entities
or agents acting on behalf of the D&P Entities (whether prior to or after
the date hereof).


 


(h)                                           The provisions of this Section 10
shall remain in full force and effect until the expiration of the period
specified herein notwithstanding the earlier termination of Executive’s
employment hereunder.


 


11.                                 Specific Performance. Executive
acknowledges that a violation on Executive’s part of any of the covenants
contained in Section 10 hereof would cause immeasurable and irreparable damage
to the D&P Entities. Accordingly, Executive agrees that the D&P
Entities shall be entitled to injunctive relief in any court of competent
jurisdiction for any actual or threatened violation of any such covenant in
addition to any other remedies it may have. Executive agrees that in the event
that any court of competent jurisdiction shall finally hold that any provision
of Section 10 is void or constitutes an unreasonable restriction against
Executive, the provisions of such Section 10 shall not be rendered void but
shall apply to such extent as such court may determine constitutes a reasonable
restriction under the circumstances.


 


14

















 


12.                                 Other Contracts. Executive shall
not, during the Term, have any other paid employment except with the prior
approval of the Board.


 


13.                                 Indemnification.


 


(a)                                            Indemnification by the Company. The Company shall indemnify, hold
harmless and defend Executive to the fullest extent permitted under law from
and against any expenses (including but not limited to attorneys’ fees for one
counsel of Executive’s choosing, separate from any counsel of the Company,
expenses of investigation and preparation, and fees and disbursements of
Executive’s accountants or other experts), judgments, fines, penalties, and
amounts paid in settlement actually and reasonably incurred by Executive in
connection with any proceeding in which Executive was or is made party or was
or is involved (for example, as a witness) by reason of the fact that Executive
was or is employed by or acted for the Company other than any expenses incurred
as a result of Executive’s gross negligence or willful misconduct. The Company
shall advance to Executive all costs and expenses incurred in connection with
any proceeding covered by this provision within twenty (20) calendar days after
receipt by the Company of a written request for such advance subject to
Executive’s execution of an undertaking by Executive to repay the amount of
such advance if it shall ultimately be determined through final adjudication of
such matters in controversy that he is not entitled to be indemnified against
such costs and expenses.


 


(b)                                           Cooperation and Settlement. As a condition to indemnification
in any proceeding in which Executive seeks indemnification, Executive shall be
required to:  (i) keep the Company or its
designated counsel fully informed of the progress, relevant facts, issues and
events of such proceeding; (ii) cooperate with the Company and its counsel in
the defense of any such proceeding; (iii) provide full and truthful testimony
in and diligently pursue defense of such proceeding; and (iv) refrain from
settling such proceeding without the Company’s approval and unless such
settlement has a full and unconditional release of the Company and Executive.


 


14.                                 Amendments or Additions: Action by Board.
No amendments or additions to this Employment Agreement shall be binding unless
in writing and signed by all parties hereto. The prior approval by the Board
shall be required in order for the Company to authorize any amendments or
additions to this Employment Agreement, to give any consents or waivers of
provisions of this Employment Agreement, or to take any other action under this
Employment Agreement including any termination of employment with or without
Cause. Any action, consent, approval or determination of the Company under this
Employment Agreement shall be taken or effective only with the approval and
under the authority of the Board.


 


15

















 


15.                                 Section Headings. The section
headings used in this Employment Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this
Employment Agreement.


 


16.                                 Enforceability. It is the desire
and intent of the parties that the provisions of this Employment Agreement
shall be enforced to the fullest extent permissible. In the event that any one
or more of the provisions of this Employment Agreement is held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remainder hereof will not in any way be affected or impaired thereby and any
such provision or provisions will be enforced to the fullest extent permitted
by law. Moreover, if any one or more of the provisions contained in this
Employment Agreement is held to be excessively broad as to duration, scope,
activity or subject, such provisions shall be construed by limiting and
reducing them so as to be enforceable to the maximum extent compatible with
applicable law.


 


17.                                 No Waiver. The failure of any of
the parties to insist, in one or more instances, upon strict performance of any
of the terms or conditions of this Employment Agreement shall not be construed
to constitute a waiver or relinquishment of any right granted under this
Employment Agreement or of the future performance of any such term, covenant,
or condition, and the obligations of the appropriate party with respect to any
such term or condition shall continue in full force and effect.


 


18.                                 Notices. All notices and other
communications hereunder shall be in writing and shall be given by hand
delivery to the Company (on behalf of the D&P Entities) or Executive, as
the case may be, or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


 


if to Executive:


 


Noah Gottdiener

239 East 61st Street


New York, NY 10021


 


if to D&P, LLC:


 


D&P, LLC

55 East 52nd Street

New York, NY 10055

Attention: Board of Directors 

Facsimile: (212) 450-2801


 


with copies to:


 


16

















 


Duff & Phelps Corp.

55 East 52nd Street

New York, NY 10055

Attention: Board of Directors 

Facsimile: (212) 450-2801


 


and


 


Duff & Phelps Acquisitions, LLC

55 East 52nd Street

New York, NY 10055

Attention: Management Committee 

Facsimile: (212) 450-2801


 


and


 


Vestar Capital Partners IV, L.P. / Duff & Phelps, Inc. 

c/o Vestar Capital Partners

245 Park Avenue

41st Floor

New York, NY 10167

Attention: John R. Woodard and General Counsel 

Facsimile: (212) 808-4922


 


and


 


LM Duff Holdings LLC 

c/o Lovell Minnick Partners LLC

550 Deep Valley Drive

Suite 293

Rolling Hills Estates, CA 90274

Attention: General Counsel

Facsimile: (310) 265-1920


 


or to such other address as any party shall have furnished to the
others in writing in accordance herewith. All notices and communications shall
be effective when actually received by the addressee.


 


19.                                 Withholding. All amounts due and
payable under this Employment Agreement shall be less all amounts required or
authorized to be withheld by law, including all applicable federal, state and
local withholding taxes and deductions.


 


17

















 


20.                                 Entire Agreement. This Employment
Agreement sets forth the entire agreement and understanding between Executive
and the D&P Entities and merges and supersedes any and all prior
agreements, representations, discussions, and understandings of every kind and
nature, written and oral, between Executive and the D&P Entities concerning
the subject matter hereof, including, but not limited to, the Prior Employment
Agreement. Executive represents that, in executing this Employment Agreement,
he has not relied upon any representation or statement made by the D&P
Entities other than those set forth herein, with regard to the subject matter,
basis or effect of this Employment Agreement or otherwise.


 


21.                                 Governing Law. This Employment
Agreement shall be subject to and construed in accordance with the laws of the
State of New York, without regard to its conflict of law rules.


 


22.                                 Each Party the Drafter. This
Employment Agreement, and the provisions contained in it, shall not be
construed or interpreted for, or against, any party to this Employment
Agreement because that party drafted or caused that party’s legal representatives
to draft any of its provisions.


 


23.                                 Counterparts. This Employment
Agreement may be executed in counterparts, which together shall constitute one
and the same original.


 


24.                                 Guarantee. D&P Acquisitions LLC
hereby guarantees all of the obligations of D&P, LLC hereunder.


 


[signature
page follows]


 


18

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Employment Agreement, or caused this Employment Agreement to
be duly executed on their behalf, as of the day and year first above written.


 


	
   

  	
  DUFF &
  PHELPS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward
  S. Forman

  	
   

  
	
   

  	
   

  	
  Name: Edward
  S. Forman

  
	
   

  	
   

  	
  Title:   Executive Vice President,

  
	
   

  	
   

  	
            
   General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
  NOAH
  GOTTDIENER

  
	
   

  	
   

  
	
   

  	
  /s/ Noah
  Gottdiener

  	
   

  
	
   

  	
   

  
	
   

  	
  For Purposes
  of Section 24 only

  
	
   

  	
  D&P
  ACQUISITIONS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward
  S. Forman

  	
   

  
	
   

  	
   

  	
  Name: Edward
  S. Forman

  
	
   

  	
   

  	
  Title:  
  Executive Vice President,

  
	
   

  	
   

  	
           
    General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


19

















 


EXHIBIT A


 


“Company EBITDA” shall have the
meaning ascribed thereto in the Third Amended and Restated Duff & Phelps
Acquisitions LLC Agreement, to be dated as of the date of the consummation of
the IPO, as adjusted (up or down) for the following during the period of
measurement: (i) any non-recurring one-time expenses or any such expenses as
determined by the Executive Committee of the Board and approved by the
Compensation Committee of the Board will be added to Company EBITDA for
purposes of this Employment Agreement, (ii) Company EBITDA attributable to any
acquisition by the D&P Entities with an aggregate purchase price during any
12 month period in excess of $10 million will be subtracted from Company EBITDA
for purposes of this Employment Agreement, (iii) the aggregate Annual Bonus
amounts payable to Noah Gottdiener, Gerard Creagh and Jacob Silverman for such
period under this Employment Agreement and other similar agreements with such
executives will be added to Company EBITDA for purposes of this Employment Agreement,
and (iv) any compensation expense related to the portion of any equity awards
issued to the Executive or any other employee of a D&P Entity as part of
his or her Annual Bonus during the Term will be subtracted from Company EBITDA for
purposes of this Employment Agreement.


 


“Minimum Company EBITDA” and “Target
Company EBITDA” mean, for each fiscal year, the corresponding amount of
Company EBITDA shown in table below:


 


	
  Fiscal year ended

  December 31,

  	
   

  	
  Minimum

  Company EBITDA

  	
   

  	
  Target

  Company EBITDA

  	
   

  
	
  2007

  	
   

  	
  $

  	
  30,650,000

  	
   

  	
  $

  	
  44,975,000

  	
   

  
	
  2008

  	
   

  	
  $

  	
  35,450,000

  	
   

  	
  $

  	
  52,175,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  38,650,000

  	
   

  	
  $

  	
  56,975,000

  	
   

  
	
  2010

  	
   

  	
  $

  	
  42,218,000

  	
   

  	
  $

  	
  62,327,000

  	
   

  



 


“Target Bonus Amount” means, for any
fiscal year, an amount equal to one hundred percent (100.0%) of the Annual
Salary for such fiscal year.


 


i

















 


EXHIBIT B


 


i

















 


EXHIBIT C


 


GENERAL RELEASE


 


This General Release is entered into by and between DUFF & PHELPS,
LLC, a Delaware limited liability company (“D&P, LLC “) and Noah
Gottdiener (“Executive”).


 


1.                                       In
consideration of D&P, LLC’s obligations set forth in the Employment
Agreement, including but not limited to the payments and benefits described in
Section 8, Executive, on behalf of himself, his heirs, executors,
administrators, successors and assigns, hereby irrevocably and unconditionally
releases D&P, LLC and its parents (including Duff & Phelps Corporation)
and each of their respective subsidiaries, and affiliates (including Duff &
Phelps Acquisitions, LLC), together with each of their respective owners,
assigns, agents, directors, partners, officers, employees, attorneys and
representatives and any of their predecessors and successors and each of their estates,
heirs and assigns (collectively, the “Releasees”) from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements,
causes of action, rights, costs, losses, debts and expenses of any nature
whatsoever, known or unknown, which Executive or his heirs, executors,
administrators, successors or assigns ever had, now have or hereafter can, will
or may have (either directly, indirectly, derivatively or in any other
representative capacity) by reason of any matter, fact or cause whatsoever
against D&P, LLC or any of the other Releasees (i) from the beginning of
time to the date of this General Release and (ii) relating to his employment or
the termination thereof. This release includes, without limitation, all claims
arising out of, or relating to, Executive’s employment and/or end of his
employment with D&P, LLC and all claims arising under any federal, state
and local labor, employment and/or anti-discrimination laws including, without
limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the
Employee Retirement Income Security Act of 1974, the Older Workers Benefit
Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the
Immigration and Reform Control Act, the Uniform Services Employment and
Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the
Sarbanes-Oxley Act of 2002, New York State and City Human Rights laws, each as
amended, or any other federal, state or local law, regulation, ordinance or
common law, or under any policy, agreement, understanding or promise, written
or oral, formal or informal, between D&P, LLC or any of the Releasees and
Executive; provided  that, this General Release shall not release D&P,
LLC from its obligations under Section 8 of the Employment Agreement between
Executive and D&P, LLC dated June 29, 2007. By signing this General Release,
Executive represents that Executive has not commenced or joined in any claim,
charge, action or proceeding whatsoever against any of the Releasees arising
out of or relating to any of the matters set forth in this paragraph. Executive
further represents that Executive will not be entitled to or accept any
personal recovery in any action or proceeding that may be commenced on
Executive’s behalf arising out of the matters released hereby.


 


2.                                       D&P,
LLC hereby advises Executive to consult with an attorney of Executive’s choosing
before executing this General Release. Executive have twenty-one (21) days to 


 


i

















 


consider this
General Release, although Executive may elect to sign and return it sooner if
Executive so desires. Once Executive has signed this General Release, Executive
shall have seven (7) days from the date Executive signs it to revoke Executive’s
consent to this General Release by delivering (by hand or overnight courier)
written notice of revocation pursuant to Section 18 of the Employment Agreement.
If no such revocation occurs, this General Release shall become effective on
the eighth (8th) day following Executive’s execution of this General Release.


 


3.                                       It
is the desire and intent of the parties that the provisions of this General
Release shall be enforced to the fullest extent permissible. In the event that
any one or more of the provisions of this General Release is held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remainder hereof will not in any way be affected or impaired thereby and
any such provision or provisions will be enforced to the fullest extent
permitted by law. Moreover, if any one or more of the provisions contained in
this General Release is held to be excessively broad as to duration, scope,
activity or subject, such provisions shall be construed by limiting and
reducing them so as to be enforceable to the maximum extent compatible with
applicable law.


 


4.                                       The
failure of any of the parties to insist, in one or more instances, upon strict
performance of any of the terms or conditions of this General Release shall not
be construed to constitute a waiver or relinquishment of any right granted
under this General Release or of the future performance of any such term,
covenant, or condition, and the obligations of the appropriate party with
respect to any such term or condition shall continue in full force and effect.
This General Release, and the provisions contained in it, shall not be
construed or interpreted for, or against, any party to this General Release
because that party drafted or caused that party’s legal representatives to
draft any of its provisions.


 


5.                                       This
General Release and the Employment Agreement set forth the entire agreement and
understanding between Executive and D&P, LLC and merges and supersedes any
and all prior agreements, representations, discussions, and understandings of
every kind and nature, written and oral, between Executive and D&P, LLC concerning
the subject matter hereof. Executive represents that, in executing this General
Release, he has not relied upon any representation or statement made by D&P,
LLC other than those set forth herein, with regard to the subject matter, basis
or effect of this General Release or otherwise. This General Release may not be
altered or modified other than in a writing signed by Executive and authorized
representatives of D&P, LLC, and shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without reference
to its conflict of law rules. This General Release is personal to Executive and
may not be assigned by Executive. This General Release may be assigned by D&P,
LLC to its respective successors and shall be binding upon the successors and
assigns of D&P, LLC.


 


ii

















 


Agreed to and Accepted:


 


	
   

  	
  Noah
  Gottdiener

  
	
   

  	
   

  
	
   

  	
   

  



 


Dated:


 


iii