EXECUTIVE SHALL NOT, WITHOUT HIS CONSENT, BE REQUIRED TO PERFORM SERVICES
FOR THE COMPANY AT ANY PLACE OTHER THAN THE COMPANY'S NEW YORK OFFICES WHICH
SHALL AT ALL TIMES, UNLESS THE EXECUTIVE OTHERWISE CONSENTS, BE WITHIN A 20 MILE
RADIUS OF THE COMPANY'S CURRENT NEW YORK OFFICES. NOTWITHSTANDING THE FORGOING,
(I) THE EXECUTIVE ACKNOWLEDGES THAT HE SHALL BE REQUIRED TO TRAVEL TO THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS IN CALIFORNIA FROM TIME TO TIME, ALTHOUGH
NOT MORE OFTEN THAN AS WAS GENERALLY THE CASE PRIOR TO THE EFFECTIVE DATE AND
(II) THE EXECUTIVE SHALL BE ENTITLED TO PERFORM HIS SERVICES AT ANY LOCATION HE
CHOOSES.
2.
Effectiveness; Employment Period
THE EMPLOYMENT OF THE EXECUTIVE UNDER THE TERMS OF THIS AGREEMENT (THE
"EMPLOYMENT PERIOD") SHALL COMMENCE ON THE EFFECTIVE DATE AND TERMINATE ON MARCH
31, 2011 (THE "EXPIRATION DATE"). NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY, THE EXECUTIVE'S EMPLOYMENT PURSUANT TO THE TERMS OF THIS AGREEMENT
IS SUBJECT TO TERMINATION PURSUANT TO SECTION 5 BELOW.
3.
Compensation
The Executive shall receive the following compensation (the "Compensation") for
his services hereunder:
(A)
BASE SALARY. THE COMPANY SHALL PAY TO THE EXECUTIVE A BASE SALARY
("BASE SALARY") IN RESPECT OF EACH CALENDAR YEAR OF THE COMPANY OR PORTION
THEREOF DURING THE EMPLOYMENT PERIOD. COMMENCING ON THE EFFECTIVE DATE, THE BASE
SALARY SHALL BE $876,920 ANNUALLY. BEGINNING ON APRIL 1, 2008, THE BASE SALARY
SHALL BE REDUCED TO $450,000. ON APRIL 1ST OF EACH YEAR OF THE EMPLOYMENT
PERIOD, BEGINNING ON APRIL 1, 2009, THE BASE SALARY SHALL BE REVIEWED AND MAY BE
INCREASED, BUT NOT DECREASED, BY AN AMOUNT DETERMINED BY THE COMPENSATION
COMMITTEE, IN ITS SOLE AND ABSOLUTE DISCRETION. THE BASE SALARY SHALL BE PAID IN
ACCORDANCE WITH THE CUSTOMARY PAYROLL PRACTICES OF THE COMPANY AT REGULAR
INTERVALS, BUT IN NO EVENT LESS FREQUENTLY THAN EVERY MONTH, AS THE COMPANY MAY
ESTABLISH FROM TIME TO TIME FOR SENIOR EXECUTIVE EMPLOYEES OF THE COMPANY. THE
BASE SALARY SHALL BE PRORATED WITH RESPECT TO ANY PARTIAL CALENDAR YEARS DURING
THE EMPLOYMENT PERIOD.
(B)
ANNUAL BONUS. FOR FISCAL YEAR 2008, THE EXECUTIVE SHALL BE
ENTITLED TO RECEIVE AN ANNUAL BONUS (THE "ANNUAL BONUS") BASED UPON THE COMPANY
ACHIEVING FINANCIAL AND BUSINESS OBJECTIVES FOR FISCAL YEAR 2008, IN ACCORDANCE
WITH THE EXECUTIVE BONUS PLAN PREVIOUSLY APPROVED BY THE COMPENSATION COMMITTEE.
THE ANNUAL BONUS MAY BE PAID IN CASH, SHARES OF COMPANY COMMON STOCK, STOCK
OPTIONS OR OTHER EQUITY-BASED AWARDS OR ANY COMBINATION THEREOF AS DETERMINED BY
THE COMPENSATION COMMITTEE IN ITS SOLE DISCRETION. THE COMPANY SHALL PAY THE
ANNUAL BONUS TO THE EXECUTIVE NO LATER THAN TWO AND A HALF (2 1⁄2) MONTHS AFTER
THE END OF THE FISCAL YEAR FOR WHICH THE ANNUAL BONUS IS AWARDED PROVIDED THAT,
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE EXECUTIVE REMAINS
CONTINUOUSLY EMPLOYED BY THE COMPANY OR
3
ITS SUBSIDIARIES AND AFFILIATES (THE "COMPANY GROUP") THROUGH THE DATE ON WHICH
THE ANNUAL BONUS IS PAID. WITH RESPECT TO ANY FISCAL YEAR DURING THE EMPLOYMENT
PERIOD SUBSEQUENT TO