PROFESSIONAL MANNER
COMMENSURATE WITH THE FAVORABLE REPUTATION OF THE COMPANY AND NOT ENGAGE IN ANY
ACTIVITIES THAT WILL CONFLICT WITH THE BEST INTERESTS OF THE COMPANY.
UPON THE
COMPANY'S REQUEST, CONSULTANT WILL PROVIDE THE COMPANY WITH A REASONABLE
ACCOUNTING OF THE AMOUNT OF TIME CONSULTANT HAS DEVOTED TO PROVIDING SERVICES
UNDER THIS AGREEMENT.
IT IS THE COMPANY'S AND CONSULTANT'S CURRENT ANTICIPATION
THAT THE LEVEL OF SERVICES WILL NOT EXCEED 20% OF THE AVERAGE LEVEL OF SERVICES
PERFORMED BY CONSULTANT DURING CONSULTANT'S LAST THREE YEARS OF EMPLOYMENT WITH
VORNADO REALTY TRUST.
DURING CONSULTANT'S ACTIVE PROVISION OF REGULAR
CONSULTING SERVICES TO THE COMPANY UNDER THIS AGREEMENT DURING THE TERM, WITHOUT
REGARD TO WHETHER THE COMPANY CONTINUES TO PAY CONSULTANT UNDER SECTION 7(B)
HEREOF (THE "ACTIVE CONSULTING PERIOD"), THE COMPANY SHALL PROVIDE CONSULTANT
WITH ADMINISTRATIVE SUPPORT VIA HIS CURRENT ASSISTANT (OR IF SUCH ASSISTANT'S
EMPLOYMENT TERMINATES FOR ANY REASON, A REPLACEMENT ACCEPTABLE TO HIM) IN ORDER
TO ENABLE HIM TO PERFORM HIS SERVICES HEREUNDER.
AFTER CONCLUSION OF THE ACTIVE
CONSULTING PERIOD, CONSULTANT AGREES TO REMAIN AVAILABLE TO CONSULT WITH THE
COMPANY ON AN AS-NEEDED BASIS FOR THE REMAINDER OF THE TERM.
4.
CONSULTING FEES AND EXPENSES.
DURING THE TERM, THE COMPANY WILL
PAY CONSULTANT FEES AT THE RATE $166,667 PER MONTH ("CONSULTING FEES").
THE
CONSULTING FEES WILL BE PAID IN CASH IN INSTALLMENTS IN ACCORDANCE WITH THE
COMPANY'S CUSTOMARY PAYROLL PRACTICES.
THE COMPANY WILL PROMPTLY REIMBURSE
CONSULTANT FOR ALL REASONABLE BUSINESS EXPENSES UPON THE PRESENTATION OF
REASONABLY ITEMIZED STATEMENTS OF SUCH EXPENSES IN ACCORDANCE WITH THE COMPANY'S
POLICIES AND PROCEDURES NOW IN FORCE OR AS SUCH POLICIES AND PROCEDURES MAY BE
MODIFIED WITH RESPECT TO ALL SENIOR EXECUTIVE OFFICERS OF THE COMPANY (SUCH
EXPENSES, "BUSINESS EXPENSES"), AND WILL CONTINUE TO PROVIDE CONSULTANT WITH AN
ADDITIONAL CASH PAYMENT OF $2,750 PER MONTH FOR THE PERIOD DURING WHICH
CONSULTING FEES ARE PAID.
5.
TERMINATION OF THE AGREEMENT.
THIS AGREEMENT AND THE TERM MAY BE
TERMINATED BY EITHER PARTY FOR ANY REASON ON 60 DAYS' NOTICE, AND WILL
AUTOMATICALLY TERMINATE UPON CONSULTANT'S DEATH; PROVIDED THAT THE COMPANY MAY
TERMINATE THIS AGREEMENT, THE TERM AND CONSULTANT'S ENGAGEMENT HEREUNDER FOR
CAUSE WITHOUT ADVANCE NOTICE.
FOR PURPOSES OF THIS AGREEMENT, THE COMPANY WILL
HAVE "CAUSE" TO TERMINATE THIS AGREEMENT AND THE TERM UPON CONSULTANT'S:
(I)
CONVICTION OF, OR PLEA OF GUILTY OR NOLO CONTENDERE TO, A FELONY;
(II) WILLFUL AND CONTINUED FAILURE TO USE REASONABLE BEST EFFORTS TO
SUBSTANTIALLY PERFORM HIS DUTIES HEREUNDER (OTHER THAN SUCH FAILURE RESULTING
FROM CONSULTANT'S INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS) THAT CONSULTANT
FAILS TO REMEDY WITHIN 30 DAYS AFTER WRITTEN NOTICE IS DELIVERED BY THE COMPANY
TO CONSULTANT THAT SPECIFICALLY IDENTIFIES IN REASONABLE DETAIL THE MANNER IN
WHICH THE COMPANY BELIEVES CONSULTANT HAS NOT USED REASONABLE EFFORTS TO PERFORM
IN ALL MATERIAL RESPECTS HIS DUTIES HEREUNDER; OR
(III) WILLFUL MISCONDUCT (INCLUDING, BUT NOT LIMITED TO, A WILLFUL BREACH OF THE
PROVISIONS OF SECTION 10) THAT IS MATERIALLY ECONOMICALLY INJURIOUS TO THE
COMPANY.
For purposes of this Section 5, no act, or failure