consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Position and Duties
(A)
THE COMPANY AGREES TO CONTINUE TO EMPLOY THE EXECUTIVE, AND THE
EXECUTIVE AGREES TO BE EMPLOYED, AS CO-CHAIRMAN OF THE COMPANY REPORTING ONLY TO
THE BOARD. THE EXECUTIVE SHALL HAVE SUCH POWERS, DUTIES, AUTHORITIES AND
RESPONSIBILITIES AS ARE CONSISTENT WITH EXECUTIVE'S POSITION AND TITLE,
INCLUDING ACTING AS CO-CHAIRMAN OF ANY MEETING OF THE BOARD AND, AS REQUESTED BY
THE CHAIRMAN, COORDINATING AND SUPERVISING BOARD MEETINGS. THE EXECUTIVE SHALL
ASSIST AND ADVISE THE COMPANY'S CHIEF EXECUTIVE OFFICER IN CONNECTION WITH
STRATEGIC INITIATIVES (INCLUDING ACQUISITIONS), CORPORATE GOVERNANCE,
ORGANIZATIONAL STRUCTURE, COMPENSATION POLICIES, SUCCESSION PLANNING, FINANCING
AND OTHER MATTERS MUTUALLY AGREED UPON BY THE EXECUTIVE AND THE BOARD. AT ALL
TIMES DURING THE EMPLOYMENT PERIOD (AS DEFINED IN SECTION 2 BELOW), THE
EXECUTIVE SHALL, UNLESS HE OTHERWISE ELECTS, BE NOMINATED FOR ELECTION BY THE
SHAREHOLDERS OF THE COMPANY TO THE BOARD.
(B)
DURING THE EMPLOYMENT PERIOD THE EXECUTIVE AGREES TO DEVOTE SUCH
TIME, ATTENTION AND EFFORTS TO THE BUSINESS AND AFFAIRS OF THE COMPANY AS MAY BE
NECESSARY TO DISCHARGE THE DUTIES AND RESPONSIBILITIES REASONABLY ASSIGNED TO
THE EXECUTIVE HEREUNDER AND TO USE THE EXECUTIVE'S REASONABLE BEST EFFORTS TO
PERFORM FAITHFULLY AND EFFICIENTLY SUCH DUTIES AND RESPONSIBILITIES.
NOTWITHSTANDING THE FORGOING, DURING THE EMPLOYMENT PERIOD THE EXECUTIVE SHALL
BE PERMITTED TO WORK ON FAMILY AND INVESTMENT BUSINESSES AND OTHER BUSINESS
ACTIVITIES THAT ARE NOT COMPETITIVE BUSINESSES (AS DEFINED IN SECTION 11(B)
BELOW) AND DO NOT CONFLICT WITH THE EXECUTIVE'S OBLIGATIONS TO THE COMPANY.
(C)
IT SHALL NOT BE A VIOLATION OF THIS AGREEMENT FOR THE EXECUTIVE TO
ENGAGE IN ANY ACTIVITY WHICH IS, IN THE GOOD FAITH OPINION OF THE EXECUTIVE, NOT
INCONSISTENT WITH THE COMPANY'S INTERESTS AND PROSPECTS, INCLUDING, WITHOUT
LIMITATION, (A) SERVING ON CIVIC OR CHARITABLE BOARDS OR COMMITTEES; (B) SERVING
AS A DIRECTOR OF ANY COMPANY THAT IS NOT IN A COMPETITIVE BUSINESS; (C)
DELIVERING LECTURES, FULFILLING SPEAKING ENGAGEMENTS OR TEACHING AT EDUCATIONAL
INSTITUTIONS; (D) MANAGING PERSONAL INVESTMENTS; (E) SERVING AS AN OFFICER OR
DIRECTOR OF (I) ENTITIES FORMED TO MANAGE FAMILY OR PERSONAL INVESTMENTS THAT
ARE NOT IN A COMPETITIVE BUSINESS OR (II) CLOSELY-HELD PRIVATE COMPANIES THAT
ARE NOT IN A COMPETITIVE BUSINESS; AND (F) ATTENDING CONFERENCES CONDUCTED BY
BUSINESS ORGANIZATIONS; PROVIDED, HOWEVER, THAT SUCH ACTIVITY DOES NOT
SIGNIFICANTLY INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES AND
RESPONSIBILITIES HEREUNDER. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT TO THE
EXTENT THAT ANY ACTIVITY HAS BEEN CONDUCTED BY THE EXECUTIVE PRIOR TO THE
EFFECTIVE DATE, THE CONTINUED CONDUCT OF SUCH ACTIVITY (OR THE CONDUCT OF AN
ACTIVITY SIMILAR IN NATURE AND SCOPE THERETO) DURING THE EMPLOYMENT PERIOD SHALL
BE DEEMED
2
NOT TO INTERFERE WITH THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES TO THE COMPANY AND SHALL NOT CONSTITUTE A VIOLATION OF THIS
AGREEMENT.
(D)
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL BE BASED AT THE
COMPANY'S OFFICES IN NEW YORK, NEW YORK. EXCEPT FOR PERIODIC TRAVEL ASSIGNMENTS,
THE