EFFORTS TO THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT, EXCEPT AS
OTHERWISE APPROVED BY THE BOARD; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE
INTERPRETED TO PRECLUDE EXECUTIVE, SO LONG AS THERE IS NO MATERIAL INTERFERENCE
WITH HIS DUTIES HEREUNDER, FROM (I) PARTICIPATING AS AN OFFICER OR DIRECTOR OF,
OR ADVISOR TO, ANY CHARITABLE OR OTHER TAX-EXEMPT ORGANIZATIONS OR OTHERWISE
ENGAGING IN CHARITABLE, FRATERNAL OR TRADE GROUP ACTIVITIES; (II) INVESTING AND
MANAGING HIS ASSETS AS AN INVESTOR IN OTHER ENTITIES OR BUSINESS VENTURES;
PROVIDED THAT HE PERFORMS NO MANAGEMENT OR SIMILAR ROLE (OR, IN THE CASE OF
INVESTMENTS OTHER THAN THOSE IN ENTITIES OR BUSINESS VENTURES ENGAGED IN THE
BUSINESS (AS
DEFINED IN SECTION 8), HE PERFORMS A MANAGEMENT ROLE COMPARABLE TO THE ROLE THAT
A SIGNIFICANT LIMITED PARTNER WOULD HAVE, BUT PERFORMS NO DAY-TO-DAY MANAGEMENT
OR SIMILAR ROLE) WITH RESPECT TO SUCH ENTITIES OR VENTURES AND SUCH INVESTMENT
DOES NOT VIOLATE SECTION 8 HEREOF; AND PROVIDED, FURTHER, THAT, IN ANY CASE IN
WHICH ANOTHER PARTY INVOLVED IN THE INVESTMENT HAS A MATERIAL BUSINESS
RELATIONSHIP WITH THE EMPLOYER, EXECUTIVE SHALL GIVE PRIOR WRITTEN NOTICE
THEREOF TO THE BOARD; OR (III) SERVING AS A MEMBER OF THE BOARD OF DIRECTORS OF
A FOR-PROFIT CORPORATION WITH THE APPROVAL OF THE BOARD.
(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 NEW YORK CITY OR WESTCHESTER COUNTY, OR WITHIN 50
MILES OF MANHATTAN BUT NOT IN NEW JERSEY OR LONG ISLAND.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S SERVICES
HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE AN AGGREGATE MINIMUM ANNUAL
SALARY AT THE RATE OF $725,000 PER ANNUM FROM THE BEGINNING OF THE EMPLOYMENT
PERIOD THROUGH DECEMBER 31, 2010, AND AN AGGREGATE MINIMUM ANNUAL SALARY AT THE
RATE OF $1,000,000 PER ANNUM FROM JANUARY 1, 2011 THROUGH THE END OF 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 BOARD OR COMPENSATION COMMITTEE OF THE BOARD AT LEAST ANNUALLY.
(B)
BONUS.
FOR SERVICES TO BE RENDERED DURING THE CURRENT TERM, EXECUTIVE
SHALL RECEIVE A BONUS OF $1,000,000 (THE "BONUS"), PAYABLE IN CASH ON JANUARY
18, 2010; PROVIDED EXECUTIVE'S EMPLOYMENT HAS NOT BEEN TERMINATED BY THE
EMPLOYER WITH CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON BEFORE THE END OF SUCH
DATE.
IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE EMPLOYER
WITH CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON ON OR BEFORE JUNE 30, 2010,
EXECUTIVE AGREES TO REPAY TO THE EMPLOYER THE BONUS IN FULL NO LATER THAN 30
DAYS FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION.
(C)
INCENTIVE COMPENSATION/BONUSES.
IN ADDITION TO BASE SALARY, WITH RESPECT
TO FISCAL YEAR 2009 AND THEREAFTER DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL
BE ELIGIBLE FOR AND SHALL RECEIVE, UPON APPROVAL OF THE BOARD OR COMPENSATION