MILES FROM 622 THIRD AVENUE, NEW YORK, NY, IN EACH CASE OF (I),
(II) OR (III) WHICH CONTINUES UNREMEDIED FOR A PERIOD OF TWENTY (20) DAYS AFTER
YOU HAVE GIVEN WRITTEN NOTICE TO THE COMPANY SPECIFYING IN REASONABLE DETAIL THE
RELEVANT ACTS OR OMISSIONS OF THE TYPE DESCRIBED IN THE FOREGOING CLAUSES (A),
(B) OR (C). IT IS EXPRESSLY UNDERSTOOD THAT UNLESS YOU PROVIDE THE WRITTEN
NOTICE DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE WITHIN TWENTY (20) DAYS
AFTER YOU KNOW OR HAVE REASON TO KNOW OF THE OCCURRENCE OF ANY ACT OR OMISSION
OF THE TYPE DESCRIBED IN CLAUSES
2
(A), (B) OR (C) OF THE IMMEDIATELY PRECEDING SENTENCE, YOU SHALL BE DEEMED TO
HAVE CONSENTED THERETO AND SUCH PARTICULAR ACT OR OMISSION SHALL NO LONGER
CONSTITUTE OR BE CAPABLE OF CONSTITUTING GOOD REASON FOR PURPOSES OF THIS
AGREEMENT.
4.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION
NOT SET FORTH IN THIS AGREEMENT.
YOU REPRESENT THAT YOU ARE FREE TO ENTER INTO
THIS EMPLOYMENT ARRANGEMENT AND THAT YOU ARE NOT BOUND BY ANY RESTRICTIVE
COVENANTS OR SIMILAR PROVISIONS RESTRICTING THE PERFORMANCE OF YOUR DUTIES
HEREUNDER.
5.
IN THE EVENT OF ANY CHANGE IN CONTROL, ANY SHARES OF RESTRICTED
STOCK GRANTED TO YOU BY THE COMPANY FROM TIME TO TIME ON OR AFTER THE DATE
HEREOF PURSUANT TO WRITTEN STOCK BONUS AGREEMENTS BETWEEN YOU AND THE COMPANY
(INCLUDING BUT NOT LIMITED TO THE SHARES COVERED BY THE STOCK BONUS AGREEMENT)
WHICH HAVE NOT THERETOFORE VESTED SHALL AUTOMATICALLY AND IMMEDIATELY BECOME
FULLY VESTED, SUBJECT TO THE PROVISIONS OF SECTION 6 BELOW.
FOR PURPOSES
HEREOF, THE TERM "CHANGE IN CONTROL" SHALL BE DEEMED TO OCCUR IF (1) THERE SHALL
BE CONSUMMATED (A) ANY CONSOLIDATION, MERGER OR REORGANIZATION INVOLVING THE
COMPANY, UNLESS SUCH CONSOLIDATION, MERGER OR REORGANIZATION IS A "NON-CONTROL
TRANSACTION" (AS DEFINED BELOW) OR (B) ANY SALE, LEASE, EXCHANGE OR OTHER
TRANSFER (IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS) OF ALL, OR
SUBSTANTIALLY ALL, OF THE ASSETS OF THE COMPANY, OR (2) THE STOCKHOLDERS OF THE
COMPANY SHALL APPROVE ANY PLAN OR PROPOSAL FOR LIQUIDATION OR DISSOLUTION OF THE
COMPANY, OR (3) ANY PERSON (AS SUCH TERM IS USED IN SECTION 13(D) AND 14(D)(2)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")), SHALL
BECOME THE BENEFICIAL OWNER (WITHIN THE MEANING OF RULE 13D-3 UNDER THE EXCHANGE
ACT) OF MORE THAN 50% OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN
OUTSTANDING VOTING SECURITIES OTHER THAN (A) A PERSON WHO OWNS OR OWNED SHARES
OF CLASS B COMMON STOCK OF THE COMPANY, (B) PURSUANT TO A PLAN OR ARRANGEMENT
ENTERED INTO BY SUCH PERSON AND THE COMPANY, OR (C) PURSUANT TO RECEIPT OF SUCH
SHARES FROM A STOCKHOLDER OF THE COMPANY PURSUANT TO SUCH STOCKHOLDER'S WILL OR
THE LAWS OF DESCENT AND DISTRIBUTION.
A "NON-CONTROL TRANSACTION" SHALL MEAN A
CONSOLIDATION, MERGER OR REORGANIZATION OF THE COMPANY WHERE (1) THE
STOCKHOLDERS OF THE COMPANY IMMEDIATELY BEFORE SUCH CONSOLIDATION, MERGER OR
REORGANIZATION OWN, DIRECTLY OR INDIRECTLY,