Exhibit 10.10


 


BRETT
MARSCHKE


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 Brett Marschke (“Executive”).


 


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 Executive Vice President and Chief Operating 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 Executive Vice President and Chief Operating Officer of the
Company, Executive shall render executive, policy, and other management
services to the 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 Executive Vice President and Chief Operating
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)


 


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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. Notwithstanding
the foregoing, Section 7(e) and 8(d) shall become effective as
of the date of this Employment Agreement.


 


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 $400,000,
which salary may, but need not be, increased from time to time as determined by
the Board (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.


 


(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


 


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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.


 


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


 


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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 Board 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 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


 


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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; or (iv) any reduction in Executive’s base salary.


 


(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


 


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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 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.


 


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(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 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


 


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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 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


 


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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 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


 


9

















 


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.


 


(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


 


10

















 


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.


 


(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


 


11

















 


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
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


 


12

















 


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
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.


 


13

















 


(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.


 


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


 


14

















 


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.                                 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,


 


15

















 


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:


 


Brett Marschke


1 Katonah Crossing


Katonah, NY 10536


 


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:


 


Duff & Phelps Corp.


55 East 52nd Street


New York, NY 10055


Attention: Board of Directors 


Facsimile: (212) 450-2801


 


and


 


16

















 


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.


 


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.


 


17

















 


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/ Noah
  Gottdiener

  	
   

  
	
   

  	
   

  	
  Name:  Noah
  Gottdiener

  
	
   

  	
   

  	
  Title:    Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  Brett
  Marschke

  
	
   

  	
   

  
	
   

  	
  /s/ Brett
  Marschke

  
	
   

  	
   

  
	
   

  	
  For Purposes
  of Section 24 only

  
	
   

  	
   

  
	
   

  	
  D&P
  ACQUISITIONS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noah
  Gottdiener

  	
   

  
	
   

  	
   

  	
  Name:  Noah
  Gottdiener

  
	
   

  	
   

  	
  Title:    Chief
  Executive Officer

  



 


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 Brett Marschke (“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:


 


	
   

  	
  Brett
  Marschke

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Dated:


 


iii