POSITIONS WITH
COMPANIES WHICH DO NOT COMPETE WITH THE COMPANY, SUBJECT TO THE PRIOR CONSENT OF
THE COMPANY'S BOARD OF DIRECTORS ("BOARD"), WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, PROVIDED THAT SUCH ACTIVITIES DO NOT CONFLICT WITH OR
DETRACT FROM MY DILIGENT PERFORMANCE OF MY DUTIES HEREUNDER.
3.
PLACE OF PERFORMANCE.
I SHALL BE BASED IN NEW YORK CITY, EXCEPT
FOR REQUIRED TRAVEL ON THE COMPANY'S BUSINESS.
4.
COMPENSATION AND RELATED MATTERS.
(A)
BASE SALARY.
THE COMPANY SHALL PAY ME BASE SALARY AT AN ANNUAL
RATE OF $450,000 FOR THE REMAINDER OF CALENDAR YEAR 2005.
AS OF JANUARY 1,
2006, MY BASE SALARY SHALL BE INCREASED TO $500,000, SUBJECT TO FUTURE UPWARD
ADJUSTMENTS AT THE DISCRETION OF THE BOARD.
MY BASE SALARY SHALL BE PAID IN
CONFORMITY WITH THE COMPANY'S SALARY PAYMENT PRACTICES GENERALLY APPLICABLE TO
SENIOR COMPANY EXECUTIVES.
(B)
ANNUAL BONUSES; ANNUAL LONG TERM EQUITY INCENTIVE GRANTS.
THE
COMPANY SHALL PAY ME ANNUAL BONUSES AND GRANT ME ANNUAL LONG TERM EQUITY
INCENTIVES, DETERMINED AS FOLLOWS:
(I)
FOR CALENDAR YEAR 2005, I SHALL RECEIVE A CASH BONUS IN THE AMOUNT OF
$750,000.
(II)
FOR EACH CALENDAR YEAR OF THE TERM COMMENCING WITH JANUARY 1, 2006, I
SHALL RECEIVE PURSUANT TO SECTION 10(B) OF THE COMPANY'S 2004 LONG TERM
INCENTIVE PLAN (THE "LTIP"), A PERFORMANCE COMPENSATION AWARD GRANT THAT
PROVIDES FOR AN ANNUAL CASH BONUS OPPORTUNITY FOR THAT CALENDAR YEAR RANGING
FROM 100% OF MY BASE SALARY AT THRESHOLD PERFORMANCE TO 200% OF MY BASE SALARY
AT MAXIMUM PERFORMANCE (WITH A TARGET OF 150% OF MY BASE SALARY AT TARGET
PERFORMANCE) ACHIEVED IN RESPECT OF ANNUAL PERFORMANCE MEASURES (AS DEFINED
BELOW) ESTABLISHED FOR THE CALENDAR YEAR AS THE PERFORMANCE PERIOD.
BEFORE
MARCH 31 OF EACH SUCH CALENDAR YEAR, THE PERFORMANCE MEASURES CONTAINING
THRESHOLD, TARGET AND MAXIMUM PERFORMANCE CRITERIA SHALL BE SET BY THE
COMPENSATION COMMITTEE OF THE BOARD (THE "COMPENSATION COMMITTEE"), BUT ONLY
AFTER CONSULTATION WITH ME IN ADVANCE AND ONLY WHEN THE PERFORMANCE MEASURES ARE
SUBSTANTIALLY UNCERTAIN TO BE SATISFIED (THE "ANNUAL PERFORMANCE MEASURES").
ANY CASH BONUS EARNED PURSUANT TO SUCH PERFORMANCE COMPENSATION AWARD SHALL BE
PAID IN CONFORMITY WITH THE COMPANY'S BONUS PAYMENT PRACTICES GENERALLY
APPLICABLE TO SENIOR COMPANY EXECUTIVES.
(III)
I SHALL BE ELIGIBLE FOR SUCH OTHER BONUSES AND OTHER INCENTIVE
COMPENSATION UNDER BONUS AND INCENTIVE STOCK PLANS (INCLUDING PLANS THAT PROVIDE
FOR PERFORMANCE COMPENSATION TIED TO CARRIED INTEREST AND INCENTIVE INVESTMENT
MANAGEMENT FEES FROM FUNDS UNDER MANAGEMENT) GENERALLY AVAILABLE TO OTHER SENIOR
COMPANY EXECUTIVES AS THE COMPENSATION COMMITTEE DETERMINES IN ITS SOLE
DISCRETION.
(C)
STOCK OPTIONS, RESTRICTED STOCK, AND INCENTIVE PLANS.
(I)
AS OF THE EFFECTIVE DATE, PURSUANT TO THE LTIP, THE COMPANY SHALL
GRANT TO ME 90,000 RESTRICTED SHARES OF CLASS A COMMON STOCK OF THE COMPANY (THE
"INITIAL GRANT").
THE INITIAL GRANT SHALL (UNLESS MY EMPLOYMENT HAS TERMINATED
OR AS OTHERWISE PROVIDED FOR HEREIN) VEST AS FOLLOWS:
(I) 50% OF THE SHARES
SHALL VEST IN EIGHT EQUAL INSTALLMENTS AT THE END OF EACH CALENDAR QUARTER IN
2007 AND 2008, AND (II) 50% OF THE