EMPLOYMENT
AGREEMENT
  THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made
January 11, 2010, effective as of December 23, 2009 by and between GMH Holding
Company, a Delaware corporation (the “Company”), and Dan
McCarthy (“Executive”).
  WHEREAS,
the Executive originally entered into this employment agreement on December 23,
2004 (the “Original
Agreement”) in connection with the consummation of the transactions
contemplated by the Agreement and Plan of Merger dated as of such date (as
amended from time to time, the “Merger Agreement”) by
and between Gallarus Media Holdings, Inc. (“Gallarus”), the
Company, GMH Acquisition Corp., and solely for certain limited purposes, ABRY
Partners, LLC; and
  WHEREAS,
the parties to the Original Agreement wish to revise their understandings set
forth in the Original Agreement.  Capitalized terms used herein and
not otherwise defined have the meanings assigned to such terms in Section13
hereof.
  In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
  1.  Employment. The
Company will employ Executive, and Executive accepts employment with the
Company, upon the terms and conditions set forth in this Agreement, for the
period beginning on the date hereof and ending as provided in Section 5 (the “Employment Period”).
  2.  Position and
Duties.  During the Employment Period, Executive will serve as
Chairman of the Board of Directors of the Company (the “Board”) and as the Chief
Executive Officer of the Company and its Subsidiaries, and render such
managerial, supervisory and other executive services to the Company and its
Subsidiaries as are from time to time necessary in connection with the
management and affairs of the Company and its Subsidiaries, in each case subject
to the authority of the Board.  Executive will devote his best efforts
and substantially all of his business time and attention (except for permitted
vacation periods and reasonable periods of illness or other incapacity) to the
business and affairs of the Company and its Subsidiaries.  Executive
will report directly to the Board.  All other employees of the Company
and its Subsidiaries will report, directly or indirectly, to
Executive.  Executive will perform his duties and responsibilities to
the best of his abilities in a trustworthy and businesslike manner.
  3.  Salary and
Benefits.
  (a)  Salary.  Unless
otherwise agreed by the Executive and the Company, during the Employment Period,
the Company will pay Executive an amount equal to $480,000 per annum (as in
effect from time to time, the “Salary”) as
compensation for services.  The Salary will increase per annum by an
amount equal to 5% of the annual amount of the Salary in effect prior to such
increase, effective on the first day of January of each year, starting on
January 1, 2011; provided in each case that the Board has made the determination
that the financial performance of the Company can support such an
increase.  The Salary will be payable in regular installments in
accordance with the general payroll practices of the Company and its
Subsidiaries.
   
  (b)  Benefits.  During
the Employment Period, the Company shall provide Executive with family health
and dental, life, long-term disability and Directors’ and Officers’ liability
insurance and other benefits offered under such plans as the Board may establish
or maintain from time to time for senior executive officers of the Company and
its Subsidiaries (collectively, the “Benefits”).  Executive
shall be entitled to four (4) weeks of paid vacation each year.
  (c)  Reimbursement of
Expenses.  During the Employment Period, the Company will
reimburse Executive for all reasonable out-of-pocket expenses incurred by him in
the course of performing his duties under this Agreement which are consistent
with the Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses.  Reimbursement by the
Company for the expenses set forth in above will be subject to the Company’s
requirements with respect to reporting and documentation of such
expenses.  In addition, the Company shall reimburse Executive for all
reasonable third-party professional fees incurred by Executive in connection
with the review of the Agreement, up to an aggregate amount equal to
$10,000.
  4.  Performance Bonus and Other
Bonus.
  (a)  Executive
shall be eligible to receive an annual performance bonus (the “Performance
Bonus”).  The amount of such Performance Bonus, if any, shall
be determined as a function of EBITDA growth, which is calculated as (x) the
difference between (A) the EBITDA of the Company for the fiscal year for which
the Performance Bonus is being determined less (B) the greater
of (1) the Company’s EBITDA for the previous fiscal year or (2) the Company’s
EBITDA for any prior fiscal year starting with the 2010 fiscal year (each as
determined by the Company’s audited financial statements) (the “Base EBITDA”), divided by (y) the
Base EBITDA, in accordance with the table set forth below.  Executive
shall earn the Performance Bonus, if any, as a percentage of the annual amount
of the Salary then in effect.
  EBITDA
      GROWTH
              %
      of SalaryEqual
      to or greater than 0% but less than 2.5%
              0Equal
      to or greater than 2.5% but less than 5.0%
              15Equal
      to or greater than 5.0% but less than 7.5%
              30Equal
      to or greater than 7.5% but less than 10.0%
              50Equal
      to or greater than 10.0% but less than 12.5%
              75Equal
      to or greater than 12.5% but less than 15.0%
              100Greater
      than 15%
              125
 
  In
calculating EBITDA for purposes of this Section4 the effect of
any businesses acquired during the relevant period will be removed from the
calculation of the current fiscal year EBITDA by removing an amount of EBITDA
consistent with the acquired business’ EBITDA value used in calculating the
purchase price of the acquired business, which includes anticipated effects of
business synergies.   Any Performance Bonus earned by Executive
shall be paid promptly after delivery to the Board of the audited financial
statements for the fiscal year in question.
   
  
  (b)  The Board
may, in its sole discretion, at any time reset the Base EBITDA or methodology
used adjust for acquisitions during the course of a fiscal year.
  5.  Termination.
  (a)  The
Employment Period will commence on the date hereof and will continue until the
earlier of: (i) the fifth anniversary of the date hereof; (ii) Executive’s
resignation, death or disability or other incapacity (as reasonably determined
by the Board in good faith, such determination being based upon the report of a
physician selected by the Board and reasonably acceptable to Executive if
Executive so requests.  In such event, Executive agrees to make
himself reasonably available for examination by the physician selected by the
Board); or (iii) the giving of notice of termination by the Company or a
majority of the members of the Board (A) for Cause or (B) for any other reason
or for no reason (a termination described in this clause (iii) (B) being a
termination by the Company “Without
Cause”).  For the purposes of this Agreement, “Cause” shall mean (a)
conviction of, or a plea of guilty or no-contest or similar plea with respect
to, a felony or the commission of any act or omission involving actual fraud or
embezzlement with respect to the Company or any of its Subsidiaries, (b) conduct
bringing the Company or any of its Subsidiaries into substantial public disgrace
or disrepute, (c) willful misconduct or breach of fiduciary duty with respect to
the Company or any of its Subsidiaries or (d) material breach of Section2, 7 or 8 of this
Agreement (provided, that to the extent a material breach of Section2 of this
Agreement may be cured, Executive shall have 20 business days to cure such
breach from the date on which the Board delivers written notice to Executive
reasonably identifying such breach).
  (b)  In the
event of Executive’s resignation (other than within 30 days of a Good Reason
Event), death, disability or other incapacity or the termination of the
Employment Period for Cause or in connection with a Sale of the Company,
Executive will not be entitled to receive his Salary or any fringe benefits or
Performance Bonus for periods after the termination of the Employment Period
but, in the case of death, disability or other incapacity, Executive will be
entitled to receive a pro rata portion of his Performance Bonus for the period
during which Executive was employed by the Company at the time the Performance
Bonus would normally be paid and based upon the Company’s actual performance for
the relevant fiscal year.  In the event the Employment Period is
terminated by the Company Without Cause, or by Executive within 30 days after a
Good Reason Event, then so long as Executive continues to comply with Sections7, 8 and 9, Executive
shall be entitled to receive (i) severance payments in an aggregate amount equal
to two year’s Salary based on the Salary in effect at the time the Employment
Period is terminated and (ii)(x) Benefits at the same level and on the same
terms as they are provided from time to time to the Company’s senior management
employees, for a period equal to two years from the date of such termination to
the extent that such benefits are available to Executive after termination under
the Company’s benefit plans then in effect or (y) Benefits required to be
provided pursuant to COBRA continuation coverage for a period equal to the
period such COBRA continuation coverage is available to Executive; provided if
the maximum period of time that such COBRA coverage is required to be provided
based upon Executive’s type of loss of coverage event is less than two years,
the Company shall pay the full amount of such COBRA premium for the period of
such available continuation coverage.  Any such severance payments
paid to Executive by the Company will be paid in equal monthly installments;
provided, that Executive shall be required to sign a release of all past,
present and future claims against the NCI Companies and their respective
officers, directors, members, shareholders, employees and Affiliates (as defined
below) as a condition to receiving such payments and benefits.
  6.  Resignation as Officer or
Director.  Upon the termination of the Employment Period,
Executive will automatically and without further action be deemed to have
resigned each position (if any) that he then holds as an officer or director of
the Company or any of its Subsidiaries (including his membership on the
Board).
   
  7.  Confidential
Information.  Executive acknowledges that the information,
observations and data that have been or may be obtained by him during his
employment relationship with, or through his involvement as a stockholder or
director of, the Company or any Subsidiary or predecessor thereof (each of the
Company, any Subsidiary or Affiliate or any such Affiliate predecessor being an
“NCI Company”), prior to and after the date of this Agreement concerning the
business or affairs of the NCI Companies (collectively, “Confidential
Information”) are and will be the property of the NCI
Companies.  Therefore, Executive agrees that he will not disclose to
any unauthorized Person or use for the account of himself or any other Person
any Confidential Information without the prior written consent of the Company
(by the action of the Board), unless and to the extent that such Confidential
Information has become generally known to and available for use by the public
other than as a result of Executive’s improper acts or omissions to act, or is
required to be disclosed by law.  Executive will deliver or cause to
be delivered to the Company at the termination of the Employment Period, or at
any other time the Company or any of its predecessors or Subsidiaries may
request, all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) containing or
relating to Confidential Information or the business of any NCI Company which he
may then possess or have under his control.
  8.  Non-Compete,
Non-Solicitation.
  (a)  Non-Compete.  Executive
acknowledges that during his employment relationship with, or through his
involvement as a stockholder or director of, any NCI Company he has and will
become familiar with trade secrets and other Confidential Information concerning
such NCI Companies, and with investment opportunities relating to the Business,
and that his services have been and will be of special, unique and extraordinary
value to the foregoing entities.  Therefore, Executive agrees that,
during the Employment Period and for a period of two years thereafter (the
“Noncompete
Period”), he will not directly or indirectly own, manage, control,
participate in, consult with, render services for, or in any other manner engage
in any business, or as an investor in or lender to any business (in each case
including on his own behalf or on behalf of another Person) which constitutes or
is competitive with the Business (as and where the same is conducted or proposed
to be conducted (if actions have been taken by any NCI Company to implement the
proposed business) by the NCI Companies during the Employment Period, or as of
the end of the Employment Period if the Employment Period has then
ended).  Nothing in this Section8 will prohibit
Executive from being a passive owner of less than 5% of the outstanding stock of
a corporation of any class which is publicly traded, so long as Executive has no
direct or indirect participation in the business of such
corporation.  By initialing in the space provided below, Executive
acknowledges that he has read carefully and had the opportunity to consult with
legal counsel regarding the provisions of this Section8(a).  /s/
D.M.[INITIAL].
  (b)  Non-Solicitation.  During
the Noncompete Period, Executive will not directly or indirectly (i) induce or
attempt to induce any employee, any individual who has agreed to be or within
one year of such solicitation, employment, offer, retention, interference or
enticement has been, employed or retained by any NCI Company, or any independent
contractor (including, without limitation, any independent distributor or
associate publisher) of any NCI Company to leave the employ or contracting
relationship with such entity, or in any way interfere with the relationship
between any such entity and any employee or full-time independent contractor
thereof, or (ii) induce or attempt to induce any customer, supplier or other
business relation of any NCI Company to cease doing business with such entity or
in any way interfere with the relationship between any such customer, supplier
or other business relation and such entity.  So long as Executive
complies with Sections7 and 8(a), nothing in
this Section8(b) is intended
to prohibit the Executive or any Person with which he becomes affiliated after
the Employment Period from doing business with customers, suppliers, independent
contractors and other business relations of any NCI Company.  By
initialing in the space provided below, Executive acknowledges that he has read
carefully and had the opportunity to consult with legal counsel regarding the
provisions of this Section8(b).  /s/
D.M.[INITIAL].
   
  
  9.  Enforcement.  The
Company and Executive agree that if, at the time of enforcement of Section 7 or 8, a court holds
that any restriction stated in any such Section is unreasonable under
circumstances then existing, then the maximum period, scope or geographical area
reasonable under such circumstances will be substituted for the stated period,
scope or area.  Because Executive’s services are unique and because
Executive has access to information of the type described in Sections 7 and 8, the Company and
Executive agree that money damages would be an inadequate remedy for any breach
of Section 7 or 8.  Therefore, in the event of a breach of
Section 7 or 8, any
NCI Company may, in addition to other rights and remedies existing in their
favor, apply to any court of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce, or prevent any violations
of, the provisions of Section 7 or 8.  The provisions of Sections 7, 8 and 9 are intended to be for the benefit of each NCI
Company and their respective successors and assigns, each of which may enforce
such provisions and each of which (other than the Company) is an express
third-party beneficiary of such provisions and this Agreement
generally.  Sections 7, 8 and 9 will survive and
continue in full force in accordance with their terms notwithstanding any
termination of the Employment Period.  By initialing in the space
provided below, Executive acknowledges that he has read carefully and had the
opportunity to consult with legal counsel regarding the provisions of this
Section 9.  /s/
D.M.[INITIAL].
  10.  Management
Equity.  In connection with the execution of the Original
Agreement and the Merger Agreement, Executive entered into the Existing
Management Equity Agreements and, as of the date hereof, Executive owns the
equity securities listed on Exhibit A.
  11.  Other Representations and
Warranties of Executive.  Executive represents and warrants to
the Company and its Subsidiaries as follows:
  (a)  Other
Agreements.  Executive is not a party to or bound by any
employment, noncompete, nonsolicitation, nondisclosure, confidentiality or
similar agreement with any other Person which would materially affect his
performance under this Agreement.
  (b)  Authorization.  This
Agreement when executed and delivered shall constitute a valid and legally
binding obligation of Executive, enforceable against Executive in accordance
with its terms.
  12.  Survival of Representations
and Warranties.  All representations and warranties contained
herein shall survive the execution and delivery of this Agreement.
  13.  Certain
Definitions.  When used herein, the following terms shall have
the following meanings:
  “Affiliate” means,
with respect to any Person, any other Person that, directly or indirectly
through one or more of its intermediaries, controls, is controlled by or is
under common control with such Person.
  “Business” means (i)
the publishing and distributing of printed and online advertising and related
information and the provision of lead generation and community media products
and services for residential and commercial real estate and all logical and
reasonable extensions of such business; (ii) any business into which any NCI
Company enters during the Employment Period pursuant to any acquisition, joint
venture, other strategic partnership or otherwise; and (iii) any other business
in which the Company or its Subsidiaries engage as of the date on which
Executive ceases to be employed by the Company or its Subsidiaries.
  “EBITDA” means
“EBITDA” as defined in, and calculated in accordance with, the Loan
Agreement.
   
  “Existing Management Equity
Agreements” means (i) the Securities Purchase and Holders Agreement dated
January 7, 2005 by and among the Company, Executive and the other investors
signatory thereto and (ii) the Securities Exchange Agreement dated January 7,
2005 by and among the Company, Executive and the other management investors
signatory thereto.
  “Good Reason Event”
means, during the Employment Period, a substantial diminution in Executive’s
professional responsibilities or a significant reduction in the Salary or in the
aggregate of the Benefits, services, perquisites, and amenities which Executive
was theretofore receiving.
  “Loan Agreement” means
that certain Term Loan Credit Agreement, dated as July 20, 2007, among Network
Communications, Inc., Gallarus, Toronto Dominion (Texas), LLC, as administrative
agent, and other financial institutions signatory thereto, as in effect as
amended, restated, renewed, extended, restructured, supplemented, modified,
refinanced or replaced from time to time.
  “Person” means an
individual, a partnership, a corporation, an association, a limited liability
company, a joint stock company, a trust, a joint venture, an unincorporated
organization or any other entity (including any governmental entity or any
department, agency or political subdivision thereof).
  “Sale of the Company”
means a transaction or series of related transactions as a result of which a
Person or group of Persons directly or indirectly acquire (i) equity securities
of the Company constituting a majority (by voting power) of the equity
securities of the Company on a fully-diluted basis (whether by merger,
consolidation, sale or transfer of any or all of the Company’s outstanding
securities) or (ii) all or substantially all of the Company’s assets determined
on a consolidated basis.
  “Subsidiaries” means,
with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of such
Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the partnership
or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of such Person
or entity or a combination thereof.  For purposes hereof, a Person or
Persons shall be deemed to have a majority ownership interest in a limited
liability company, partnership, association or other business entity if such
Person or Persons shall be allocated a majority of limited liability company,
partnership, association or other business entity gains or losses or shall be or
control any managing director, managing member, or general partner of such
limited liability company, partnership, association or other business
entity.  Unless stated to the contrary, as used in this Agreement the
term Subsidiary means a Subsidiary of the Company.
  14.  Key-Man Life
Insurance.  Executive agrees to submit to any requested
physical examination in connection with the Company’s or any Subsidiary’s
purchase of a “key-man” insurance policy.  Executive agrees to
cooperate fully in connection with the underwriting, purchase and/or retention
of a key-man insurance policy by the Company or any of its
Subsidiaries.
   
  15.  Miscellaneous.
  (a)  Notices.  All
communications or notices required or permitted by this Agreement shall be in
writing and shall be deemed to have been given (a) on the date of personal
delivery to the recipient or an officer of the recipient, or (b) when sent by
telecopy or facsimile machine to the number shown below on the date of such
confirmed facsimile or telecopy transmission (provided that a confirming copy is
sent via overnight mail), or (c) when properly deposited for delivery by a
nationally recognized commercial overnight delivery service, prepaid, or by
deposit in the United States mail, certified or registered mail, postage
prepaid, return receipt requested on the date set forth in the records of such
delivery service or on the third day after so deposited in the United States
mail, in each case, addressed as follows:
  Notices
to Executive, to:
  Dan
McCarthy
  212
Bedford Road
  Greenwich,
CT  06831
  Telecopy:
(914) 764-8373
  Notices
to the Company to:
  c/o Court
Square Capital Partners
  Park
Avenue Plaza
  55 E.
52nd
Street, 34th
Floor
  New York,
NY 10055
  Attention:
Ian Highet
  John
Overbay
  Telecopy:
(212) 752-6184
  with a
copy (which shall not constitute notice to the Company), to:
  Kirkland
& Ellis LLP
  601
Lexington Avenue
  New York,
NY 10022
  Attention:
Armand A. Della Monica
  Susan
J. Zachman
  Telecopy:
(212) 446-6460
  or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.
  (b)  Amendment and
Waiver.  No modification, amendment or waiver of any provision
of this Agreement will be effective unless such modification, amendment or
waiver is executed by the Company (with the approval of the Board) and
Executive.  The failure of any party to enforce any of the provisions
of this Agreement will in no way be construed as a waiver of such provisions and
will not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
   
  
  (c)  Severability.  Without
limiting Section9, whenever
possible, each provision of this Agreement will be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect the validity, legality or enforceability of any
other provision of this Agreement in such jurisdiction or affect the validity,
legality or enforceability of any provision in any other jurisdiction, but this
Agreement will be reformed, construed and enforced in that jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained in
this Agreement.
  (d)  Entire
Agreement.  Except as otherwise expressly set forth herein,
this agreement embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way including, without limitation, that certain Employment Agreement, dated
June 28, 2002, by and between Executive and Gallarus and the Original
Agreement.  The only agreements between Executive and the Company
governing Executive’s rights and obligations with respect to equity ownership in
the Company are the Existing Management Equity Agreements, and no other
agreement or understanding exists between the parties on such
matters.
  (e)  Successors and
Assigns.  This Agreement will bind and inure to the benefit of
and be enforceable by the Company, Executive and their respective assigns;
provided, that Executive may not assign his rights or delegate his duties under
this Agreement without the prior written consent of the Company.
  (f)  Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts each of
which may be an electronically transmitted copy which shall be deemed an
original, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
Agreement.
  (g)  Descriptive Headings;
Interpretation; No Strict Construction.  The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement.  Whenever required by
the context, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular forms of nouns, pronouns,
and verbs shall include the plural and vice versa.  Reference to any
agreement, document, or instrument means such agreement, document, or instrument
as amended or otherwise modified from time to time in accordance with the terms
thereof, and if applicable hereof.  The use of the words “include” or
“including” in this Agreement shall be by way of example rather than by
limitation.  The use of the words “or,” “either” or “any” shall not be
exclusive.  The parties hereto have participated jointly in the
negotiation and drafting of this Agreement.  In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.  The parties
agree that prior drafts of this Agreement shall be deemed not to provide any
evidence as to the meaning of any provision hereof or the intent of the parties
hereto with respect hereto.
   
  
  (h)  GOVERNING
LAW.  ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE
(WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE
APPLIED.  IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS
AGREEMENT, EVEN IF UNDER THAT JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW
ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY
APPLY.
  (i)  Consent to
Arbitration.
  (A)  Generally.  The
arbitration procedures described in this Section15(i) will be the
sole and exclusive method of resolving and remedying disputes arising out of
this Agreement, other than disputes arising out of or relating to Section7 or 8 of this
Agreement.  Except as otherwise provided in the JAMS’ Comprehensive
Arbitration Rules and Procedures as in effect from time to time (the “JAMS Rules”), the
arbitration procedures described in this Section15(i) and any
Final Arbitration Award (as defined below) will be governed by, and will be
enforceable pursuant to, the Uniform Arbitration Act as in effect in the State
of New York from time to time.  Disputes that are subject to
arbitration under the first sentence of this Section15(i)(A) are
referred to herein as “Eligible
Disputes.”
  (B)  Procedures.  If
Executive and the Company do not amicably resolve any Eligible Dispute within
thirty (30) days after delivery of a written notice by one such party to the
other that an Eligible Dispute exists, then such dispute will be submitted to
binding arbitration.  The arbitral proceeding will take place in New
York City, New York or such other location agreeable to Executive and the
Company, before an arbitration panel consisting of three individuals experienced
in matters of the type involved in the dispute (the “Arbitration Panel”);
provided, however, that Executive and the Company may agree to choose a single
arbitrator who is agreeable to them to act as the Arbitration
Panel.  Executive will choose one such individual and the Company will
choose one such individual to serve as its representative on the Arbitration
Panel, and those two individuals jointly will choose a third such individual
within ten (10) business days thereafter; provided, that if those two
individuals cannot agree upon an acceptable third member of the Arbitration
Panel within such period, the third member will be chosen under the JAMS
Rules.  Notwithstanding the foregoing, if either Executive or the
Company fails to choose an individual to serve as its representative on the
Arbitration Panel within such thirty-day period, the representative selected by
the other party shall resolve the Eligible Dispute individually.
  (C)  Conduct of
Arbitration.  The arbitration (including discovery) will be
conducted under the JAMS Rules, as the same may be modified by any written
agreement between Executive and the Company.  The Arbitration Panel
will conduct the arbitration in a manner so that the final result,
determination, finding, judgment or award determined by the Arbitration Panel
(the “Final
Arbitration Award”) is made or rendered as soon as practicable, and
Executive and the Company will use reasonable efforts to cause a Final
Arbitration Award to occur within ninety (90) days after the Arbitration Panel
is selected.  Any Final Arbitration Award will be final and binding
upon Executive and the Company, and there will be no appeal from or
reexamination of any Final Arbitration Award, except in the case of fraud or
perjury or misconduct by the Arbitration Panel prejudicing the rights of
Executive or the Company or to correct manifest clerical errors.
  (D)  Enforcement.  A
Final Arbitration Award may be enforced in any state or federal court having
jurisdiction over the subject matter of the related Eligible
Dispute.
   
  
  (E)  Expenses.  As
part of the Final Arbitration Award, the prevailing party in any arbitration
proceeding described in this Section15(i) will be
entitled to recover from the non-prevailing party its reasonable attorneys’ fees
and disbursements and other out-of-pocket costs, and the non-prevailing party
also will be required to pay all other reasonable costs and expenses associated
with the arbitration; provided, that (1) if the Arbitration Panel is unable to
determine that a party is a prevailing party under JAMS Rules in any such
Arbitration proceeding, then such costs and expenses will be equitably allocated
by the Arbitration Panel upon the basis of the outcome of such arbitration
proceeding, and (2) if the Arbitration Panel is unable to allocate such costs
and expenses in such a manner, then the costs and expenses of such arbitration
will be paid one-half by Executive and one-half by the Company, and each of
Executive and the Company will pay the out-of-pocket expenses incurred by
it.  As part of any Final Arbitration Award, the Arbitration Panel may
designate the prevailing party for purposes of this Section15(i).
  (j)  WAIVER OF JURY
TRIAL.  NOTWITHSTANDING SECTION15(i), EACH PARTY
TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION
WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE
VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT
THEREOF.
  (k)  Actions by the
Company.  Any action, election or determination by the Board or
any committee of the Board pursuant to or relating to this Agreement will be
effective if, and only if, it is taken or made by (or with the prior approval
of) a majority of the members of the Board who are not at the time employees of
the Company or any of the Company’s Subsidiaries.
  *****
   
  IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as
of the date first written above.
  GMH
HOLDING COMPANY
 
 
 By:       /s/ Ian
Highet
 Name:  Ian Highet
 Title:
 
 /s/ Dan
McCarthy
 Dan McCarthy
 
  
  EXHIBIT
A
 
 568,348.90
Shares of Class A Common Stock
 159,090.91
Shares of Class L Common Stock