THE EMPLOYER, EXECUTIVE SHALL
GIVE PRIOR WRITTEN NOTICE THEREOF TO THE EMPLOYER; OR (III) SERVING AS A MEMBER
OF THE BOARD OF DIRECTORS OF A FOR-PROFIT CORPORATION WITH THE APPROVAL OF THE
EMPLOYER.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE SHALL BE ENTITLED TO
MAINTAIN THE INVESTMENTS DISCLOSED ON SCHEDULE I ATTACHED HERETO.
(C)
TRAVEL.
IN PERFORMING HIS DUTIES HEREUNDER, EXECUTIVE SHALL BE
AVAILABLE FOR ALL REASONABLE TRAVEL AS THE NEEDS OF THE EMPLOYER'S BUSINESS MAY
REQUIRE.
EXECUTIVE SHALL BE BASED IN, OR WITHIN 50 MILES OF, MANHATTAN.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S
SERVICES HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT, AND THE EMPLOYER SHALL HAVE THE OBLIGATIONS AS SET FORTH HEREIN.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE A MINIMUM ANNUAL
SALARY AT THE RATE OF $500,000 PER ANNUM DURING THE EMPLOYMENT PERIOD ("BASE
SALARY").
BASE SALARY SHALL BE PAYABLE BI-WEEKLY IN ACCORDANCE WITH THE
EMPLOYER'S NORMAL BUSINESS PRACTICES AND SHALL BE REVIEWED BY THE EMPLOYER AT
LEAST ANNUALLY.
(B)
SIGNING BONUS; INCENTIVE COMPENSATION BONUSES.
IN ADDITION TO
BASE SALARY, DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR AND
SHALL RECEIVE FROM THE EMPLOYER SUCH DISCRETIONARY ANNUAL BONUSES AS THE
EMPLOYER, IN ITS SOLE DISCRETION, MAY DEEM APPROPRIATE TO REWARD EXECUTIVE FOR
JOB PERFORMANCE.
THE TARGET DISCRETIONARY ANNUAL BONUS FOR EACH YEAR AFTER 2008
SHALL BE AT LEAST $800,000; PROVIDED THAT THE ACTUAL BONUS PAID SHALL BE
DETERMINED BY THE EMPLOYER, IN ITS SOLE DISCRETION, BASED ON SUCH FACTORS AS IT
DEEMS RELEVANT.
ANY BONUSES AWARDED FOR A FISCAL YEAR SHALL BE PAID AFTER THE
END OF SUCH FISCAL YEAR AND ON OR BEFORE THE 15TH DAY OF THE THIRD MONTH OF THE
FOLLOWING FISCAL YEAR (E.G., A BONUS FOR 2009 WILL BE PAID SOMETIME BETWEEN
JANUARY 1, 2010 AND MARCH 15, 2010), PROVIDED THAT, IN 2009, THE EMPLOYER WILL
PAY $250,000 OF EXECUTIVE'S BONUS IN ADVANCE ON JUNE 30, 2009.
IN LIEU OF A
BONUS FOR 2008, THE EMPLOYER SHALL PAY EXECUTIVE A SIGNING BONUS OF $200,000
(THE "SIGNING BONUS") ON THE 30TH DAY FOLLOWING THE EFFECTIVE DATE; PROVIDED
THAT EXECUTIVE REMAINS EMPLOYED BY THE EMPLOYER ON SUCH DATE.
(C)
EXPENSES.
EXECUTIVE SHALL BE REIMBURSED FOR ALL REASONABLE
BUSINESS RELATED EXPENSES INCURRED BY EXECUTIVE AT THE REQUEST OF OR ON BEHALF
OF THE EMPLOYER, PROVIDED THAT SUCH EXPENSES ARE INCURRED AND ACCOUNTED FOR IN
ACCORDANCE WITH THE POLICIES AND PROCEDURES ESTABLISHED BY THE EMPLOYER.
ANY
EXPENSES INCURRED DURING THE EMPLOYMENT PERIOD BUT NOT REIMBURSED BY THE
EMPLOYER BY THE END OF THE EMPLOYMENT PERIOD, SHALL REMAIN THE OBLIGATION OF THE
EMPLOYER TO SO REIMBURSE EXECUTIVE.
(D)
HEALTH AND WELFARE BENEFIT PLANS.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE AND EXECUTIVE'S IMMEDIATE FAMILY SHALL BE ENTITLED TO PARTICIPATE IN
SUCH HEALTH AND WELFARE BENEFIT PLANS AS THE EMPLOYER SHALL MAINTAIN FROM TIME
TO TIME FOR THE BENEFIT OF SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER AND THEIR
FAMILIES, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN SUCH PLAN.
NOTHING IN THIS SECTION