“2. Earning of Restricted Stock     (a) You shall be deemed to have earned the Restricted Stock subject to thisRestricted Stock Agreement as follows; *provided, that*unearned Restricted Stock maybe forfeited in accordance with paragraph 7:     **Group A Restricted Stock** **•** 25% on the first anniversary of the Grant Date (the“First Vesting Date”) subject to satisfaction of the performancecriteria applicable to the First Vesting Date set forth inSchedule A;  **•** 25% on the second anniversary of the Grant Date (the“Second Vesting Date”) subject to satisfaction of the performancecriteria applicable to the Second Vesting Date set forth inSchedule A; and  **•** 50% on November 2, 2010 (the “Final Vesting Date”)subject to satisfaction of the performance criteria applicable tothe Final Vesting Date set forth in Schedule A.     **Group B Restricted Stock** **•** 25% on the Second Vesting Date subject tosatisfaction of the performance criteria applicable to the SecondVesting Date set forth in Schedule A; and  **•** 75% on the Final Vesting Date subject to satisfactionof the performance criteria applicable to the Final Vesting Dateset forth in Schedule A.     **Group C Restricted Stock** **•** 100% on Final Vesting Date subject to satisfaction ofthe performance criteria applicable to the Final Vesting Date setforth in Schedule A.     (b) Notwithstanding any other provision of this Restricted Stock Agreement(including paragraph 7), if one of the following events occurs earlier than theFinal Vesting Date, and prior to forfeiture under paragraph 7, then you shall bedeemed to have earned 100% of the Restricted Stock subject to this Restricted StockAgreement on the date of occurrence of such event: (i) your death; (ii) prior to aTermination of Service, your Disability; (iii) Noam
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Gottesman no longer serving asCo-Chief Executive Officer or Chief Executive Officer of the Company, unless NoamGottesman is no longer so serving due to his death or disability; or (iv) theoccurrence of a Change of Control (as defined in the Employment Agreement) and at any time thereafter the occurrence ofTermination of Service either (i) because the Company or any Subsidiary hasterminated your employment with the Company without Cause or (ii) by you for GoodReason. The accelerated earning of the Restricted Stock set forth in clause (c) ofthis paragraph is subject to the limitations and conditions set forth in Sections8.7 and 8.9 of the Employment Agreement.     (c) If a Termination of Service occurs earlier than the Final Vesting Date asa result of (a) the Company or a Subsidiary terminating your employment otherthan for Cause or (b) your voluntary resignation and you satisfy the requirementsof the Rule of 10 (as defined below), then you shall earn the Restricted Stocksubject to this Restricted Stock Agreement pursuant to the schedule in paragraph2(a), unless such shares have been previously forfeited in accordance withparagraph 7; *provided*, that in the event the Company determines in good faith thatthe Company or a Subsidiary is subject to withholding obligations for income and/orpayroll taxes with respect to the Restricted Stock upon the expiration of one ormore Continuing Obligations or other taxable event, the Company shall acceleratethe vesting of a portion of your Restricted Stock to the effective date of suchexpiration or other taxable event (the “Advanced Vesting Date”), such that youshall be deemed to have then earned a number of shares of unearned Restricted Stocksubject to this Restricted Stock Agreement (rounded up to the nearest whole share)with a Fair Market Value on the Advanced Vesting Date equal to the minimum amountof the Company’s or a Subsidiary’s withholding obligation with respect to theunearned Restricted Stock or such higher amount as the Company may determine in itssole discretion for jurisdictions in which at the time of your termination or othertaxable event you were otherwise subject to taxes on your compensation as theCompany in its sole discretion deems appropriate (the “Advanced Vesting Shares”);*provided, further*, that the remaining unearned shares of Restricted Stock shall beearned (after deducting any Advanced Vesting Shares ratably from the RestrictedStock to be earned) on each subsequent Vesting Date pursuant to the schedule inparagraph 2(a).     Once earned, all restrictions attaching to the Restricted Stock shall cease toapply and the Restricted Stock shall cease to be forfeitable and can be transferredsubject to the applicable provisions of the Securities Act of 1933, as amended (the“Securities Act”).” 4. Paragraph 7 of the Restricted Stock Agreement is hereby amended and restatedin its entirety as follows:   “7. Forfeiture of Unearned Restricted Stock and Stock Dividends
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     Notwithstanding any other provision of this Restricted Stock Agreement (otherthan paragraph 2(b)), all your rights to receive the Restricted Stock, together with any Stock Dividends relating to the unearned Restricted Stock,then being reserved by the Company (or subject to its instructions) in accordancewith paragraph 3 shall be forfeited, and you shall have no further rights of anykind or nature with respect thereto, unless determined otherwise by theCompensation Committee of the Board of Directors or the Special Grant Committeedesignated by the Board of Directors, (a) following a Termination of Service as aresult of your voluntary resignation, unless your whole number of years ofservice to the Company or a Subsidiary at the time of your Termination of Serviceresulting from your voluntary resignation, as determined by the Company in its solediscretion, equals or exceeds 10 years (the “Rule of 10”), (b) iffollowing a Termination of Service as a result of your voluntaryresignation and your satisfaction of the requirements of the Rule of 10 at the timeof your resignation, a Breach of Covenants has occurred, or (c) in theevent of a Termination of Service resulting from the Company or any Subsidiaryterminating your employment, or the applicable LLP or LLPs terminating your statusas a Limited Partner, if applicable, with Cause. Upon any such forfeiture, theRestricted Stock, together with any Stock Dividends relating to the unearnedRestricted Stock, shall be transferred to the Company.” 5. The Restricted Stock Agreement is hereby amended by inserting ExhibitA attached hereto as “Schedule A” at the end thereof.
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          This letter will be governed by the laws of the State of New York without giving effect to itsconflict of laws principles. This letter may be executed in counterparts, with each suchcounterpart, when taken together, constituting one and the same original.      Sincerely,