IN WHICH EXECUTIVE KNOWS THAT ANOTHER PARTY INVOLVED
IN THE INVESTMENT HAS A BUSINESS RELATIONSHIP WITH THE EMPLOYER, EXECUTIVE SHALL
GIVE PRIOR WRITTEN NOTICE THEREOF TO THE EMPLOYER; OR (III) SERVING AS A MEMBER
OF THE BOARD OF DIRECTORS OF A FOR-PROFIT CORPORATION WITH THE APPROVAL OF THE
EMPLOYER.
(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, OR WITHIN 50 MILES OF, MANHATTAN.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S
SERVICES HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT, AND THE EMPLOYER SHALL HAVE THE OBLIGATIONS AS SET FORTH HEREIN.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE A MINIMUM ANNUAL
SALARY AT THE RATE OF $225,000 PER ANNUM DURING 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 EMPLOYER AT
LEAST ANNUALLY.
INCENTIVE COMPENSATION BONUSES.
IN ADDITION TO BASE SALARY, DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR AND SHALL RECEIVE FROM THE
EMPLOYER SUCH DISCRETIONARY ANNUAL BONUSES AS THE EMPLOYER, IN ITS SOLE
DISCRETION, MAY DEEM APPROPRIATE TO REWARD EXECUTIVE FOR JOB PERFORMANCE.
THE
TARGET DISCRETIONARY ANNUAL BONUS FOR 2009 SHALL BE AT LEAST $200,000; PROVIDED
THAT THE ACTUAL BONUS PAID SHALL BE DETERMINED BY THE EMPLOYER, IN ITS SOLE
DISCRETION, BASED ON SUCH FACTORS AS IT DEEMS RELEVANT.
ANY BONUSES AWARDED FOR
A FISCAL YEAR SHALL BE PAID AFTER THE END OF SUCH FISCAL YEAR AND ON OR BEFORE
THE 15TH DAY OF THE THIRD MONTH OF THE FOLLOWING FISCAL YEAR (E.G., A BONUS FOR
2009 WILL BE PAID SOMETIME BETWEEN JANUARY 1, 2010 AND MARCH 15, 2010).
(B)
EXPENSES.
EXECUTIVE SHALL BE REIMBURSED FOR ALL REASONABLE
BUSINESS RELATED EXPENSES INCURRED BY EXECUTIVE AT THE REQUEST OF OR ON BEHALF
OF THE EMPLOYER, PROVIDED THAT SUCH EXPENSES ARE INCURRED AND ACCOUNTED FOR IN
ACCORDANCE WITH THE POLICIES AND PROCEDURES ESTABLISHED BY THE EMPLOYER.
ANY
EXPENSES INCURRED DURING THE EMPLOYMENT PERIOD BUT NOT REIMBURSED BY THE
EMPLOYER BY THE END OF THE EMPLOYMENT PERIOD, SHALL REMAIN THE OBLIGATION OF THE
EMPLOYER TO SO REIMBURSE EXECUTIVE.
(C)
HEALTH AND WELFARE BENEFIT PLANS.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE AND EXECUTIVE'S IMMEDIATE FAMILY SHALL BE ENTITLED TO PARTICIPATE IN
SUCH HEALTH AND WELFARE BENEFIT PLANS AS THE EMPLOYER SHALL MAINTAIN FROM TIME
TO TIME FOR THE BENEFIT OF SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER AND THEIR
FAMILIES, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN SUCH PLAN.
NOTHING IN THIS SECTION SHALL LIMIT THE EMPLOYER'S RIGHT TO CHANGE OR MODIFY OR
TERMINATE ANY BENEFIT PLAN OR PROGRAM AS IT SEES FIT FROM TIME TO TIME IN THE
NORMAL COURSE OF BUSINESS SO LONG AS IT DOES SO FOR ALL SENIOR EXECUTIVES OF THE
EMPLOYER.
(D)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATIONS IN
ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER GOVERNING SENIOR