EXECUTIVE TO THE POSITION OF
CHIEF EXECUTIVE OFFICER OF THE COMPANY BY JANUARY 1, 2009, (X) THE FAILURE TO
RE-ELECT EXECUTIVE AS A MEMBER OF THE BOARD OF DIRECTORS, (Y) THE FAILURE TO
APPOINT EXECUTIVE TO, OR THE REMOVAL OF EXECUTIVE FROM, THE POSITION OF EITHER
CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OR (Z) A CHANGE IN
EXECUTIVE'S REPORTING ARRANGEMENT SO THAT HE NO LONGER REPORTS SOLELY AND
DIRECTLY TO THE BOARD OF DIRECTORS; (II) AN ASSIGNMENT OF ANY SIGNIFICANT DUTIES
TO EXECUTIVE WHICH ARE MATERIALLY INCONSISTENT WITH EXECUTIVE'S POSITIONS OR
OFFICES HELD UNDER SECTION 2; (III) A DECREASE IN BASE SALARY OR MATERIAL
DECREASE IN EXECUTIVE'S COMPENSATION OPPORTUNITIES OR IN THE AGGREGATE BENEFITS
PROVIDED UNDER THIS AGREEMENT; (IV) ANY OTHER MATERIAL FAILURE BY THE COMPANY TO
PERFORM ANY MATERIAL OBLIGATION UNDER, OR MATERIAL BREACH BY THE COMPANY OF ANY
MATERIAL PROVISION OF, THIS AGREEMENT; (V) A RELOCATION OF THE PRINCIPAL
EXECUTIVE OFFICES OF THE COMPANY MORE THAN THIRTY-FIVE (35) MILES FROM THEIR
EXISTING LOCATION IN NEW YORK, NY, OR A CHANGE IN THE LOCATION OF EXECUTIVE'S
OFFICE TO A LOCATION OTHER THAN THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES; OR
(VI) ANY FAILURE TO SECURE THE AGREEMENT OF ANY SUCCESSOR CORPORATION OR OTHER
ENTITY TO THE COMPANY TO FULLY ASSUME THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT IN A FORM REASONABLY ACCEPTABLE TO EXECUTIVE; PROVIDED, HOWEVER, THAT
A TERMINATION BY EXECUTIVE FOR GOOD REASON UNDER ANY OF CLAUSES (I) - (VI) OF
THIS SECTION 4(E) SHALL BE EFFECTIVE ONLY IF, WITHIN 30 DAYS FOLLOWING DELIVERY
OF A WRITTEN NOTICE BY EXECUTIVE TO THE COMPANY THAT EXECUTIVE IS TERMINATING
HIS EMPLOYMENT FOR GOOD REASON AND SETTING FORTH IN REASONABLE DETAIL THE FACTS
AND CIRCUMSTANCES ALLEGEDLY CONSTITUTING GOOD REASON, THE COMPANY HAS FAILED TO
CURE THE CIRCUMSTANCES GIVING RISE TO GOOD REASON.
IN THE EVENT THAT
EXECUTIVE'S EMPLOYMENT IS TERMINATED (A) BY THE COMPANY WITHOUT CAUSE OR (B) BY
EXECUTIVE FOR GOOD REASON (AS TO (A) AND (B), INCLUDING, WITHOUT LIMITATION, A
DEEMED TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON
PURSUANT TO THE DELIVERY BY THE COMPANY OF A NONRENEWAL NOTICE IN ACCORDANCE
WITH SECTION 2; AND AS TO (A), INCLUDING, WITHOUT LIMITATION, A DEEMED
TERMINATION
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BY THE COMPANY WITHOUT CAUSE DUE TO A FAILED TERMINATION FOR CAUSE PURSUANT TO
SECTION 4(C)), THE COMPANY SHALL PAY THE FOLLOWING AMOUNTS, AND MAKE THE
FOLLOWING OTHER BENEFITS AVAILABLE, TO EXECUTIVE (SUCH PAYMENTS AND BENEFITS,
THE "SECTION 4(E) PAYMENTS AND BENEFITS"):
(I)
THE STANDARD TERMINATION PAYMENTS (AS DEFINED IN SECTION 4(A));
(II)
A LUMP SUM PAYMENT EQUAL TO THE PRODUCT OF (A) TWO AND ONE-HALF
(2.5) AND (B) THE SUM OF (I) EXECUTIVE'S ANNUAL BASE SALARY, PLUS
(II) EXECUTIVE'S TARGET BONUS FOR THE YEAR OF TERMINATION, PAYABLE WITHIN THIRTY
(30) DAYS OF THE TERMINATION DATE; AND
(III)
BETWEEN JANUARY 1 AND MARCH 15 FOLLOWING THE END OF THE FISCAL
YEAR IN WHICH THE TERMINATION DATE OCCURS, IN LIEU OF THE INCENTIVE COMPENSATION
FOR THE YEAR IN WHICH