Amendment to Employment Agreement

stock units, or other equity awards awarded to Executive is at least equal to the highest absolute number or amount of stock options, restricted stock units or other equity award (or, for awards made after 2009, the number of restricted stock units equivalent to such highest absolute number or amount of stock options or other equity award) awarded in respect of the same period to (i) through December 31, 2009, any executive of the Company (regardless of the percentage of Executive’s Base Salary, incentive compensation or any other compensation or benefit represented by such award) and (ii) after 2009, any executive of the Company whose compensation is comparable to or less than Executive’s compensation in respect of such period.”

f.        In clause (B) of paragraph 4(d)(iii) of the 2006 Agreement, the phrase “all such vested restricted stock units shall fully vest and become non-forfeitable …” is hereby amended to read “all such unvested restricted stock units shall fully vest and become non-forfeitable …”.

5.     Definition of “Good Reason”.  Clause (I) of Section 5(d) of the 2006 Agreement is hereby amended and restated to read in its entirety as follows:

“(I) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 3, including, without limitation, the failure of the stockholders of the Company to re-elect Executive to the Board of Directors or the failure of the Board of Directors of the Company to maintain Executive as Chairman of the Board of Directors, except, in such case, in connection with the termination of Executive’s employment for Cause, Total Disability or death;”

6.     Accelerated Vesting of Equity.  Notwithstanding anything to the contrary set forth in the 2006 Agreement, any applicable award agreement or the Equity Plan, (a) stock options held by Executive as of December 31, 2009, if not then vested and exercisable, shall become fully vested and exercisable as of December 31, 2009, and any such options shall remain exercisable until the scheduled expiration date, and, in other respects, all such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted and (b) all deferred stock, restricted stock and other equity-based awards held by Executive as of December 31, 2009, if not then vested, will become fully vested and non-forfeitable, and all restrictions and conditions with respect to such awards shall lapse, and, except as provided in Section 7 of this Amendment with respect to delivery of the restricted stock units comprising the Special RSU Grants, all such awards and arrangements will be settled as of such date without regard to any stated period of deferral or other restrictions or conditions remaining in respect of such awards; provided, however, if necessary to comply with Section 409A(a)(2)(B)(i) of the Code, and applicable administrative guidance and regulations, such settlement shall be made on the date that is six months plus one day following the Termination Date.

7.     Delivery of Special RSU Grants.

a.                       Extended Delivery Schedule.  With regard to the Special RSU Grants, the Parties agree that delivery to Executive of shares of Company common stock subject to vested restricted stock units under each such Special RSU

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Grant shall be deferred until, and paid on or as soon as practicable after, the first business day immediately following the end of the Term on December 31, 2011 but in no event later than the tenth business day immediately following such end of the Term (it being understood that, prior to (but not after) the end of 2009, the portions of the Special RSU Grants that are not yet vested pursuant to the vesting schedule set forth in the 2006 Agreement and the applicable RSU Agreement will be subject to the provisions on accelerated vesting and forfeiture set forth in the 2006 Agreement and the applicable RSU Agreement until they vest pursuant to such vesting schedule).

b.                       Coordination with Special RSU Grant Provisions.  Section 7(a) hereof shall apply notwithstanding any provision of the Special RSU Grants (or the 2006 Agreement) providing for delivery to be made by reason of separation from service or termination of employment, but shall be subject to any terms of the Special RSU Grants currently in effect, under which delivery is made upon death or disability or, a change in control event if such event occurs prior to any other delivery event under the Special RSU Grant, as the case may be.

8.     Amendments to Section 5 of 2006 Agreement.

a.        Section 5(d)(ii) Payment.  The Company agrees to pay Executive on July 1, 2011 a fixed amount equal to the sum of Executive’s Base Salary and Target Bonus for 2009, plus interest on such amount at a rate of 6% per annum from January 1, 2010 up to (but not including) the date of payment (subject to applicable withholding).  Section 5(d)(ii) of the 2006 Agreement is hereby deleted in its entirety and replaced by the notation “(ii) [RESERVED]”, and Executive shall not be entitled to any payments contemplated thereby (other than the payment described in the immediately preceding sentence of this Section 8(a)).

b.       Treatment of Certain Other Payments.  The payments referred to in Sections 8a and 11 of this Amendment, as well as, from and after December 31, 2009 (if Executive’s employment by the Company has not terminated in accordance with the Amended Employment Agreement on an effective Termination Date prior to December 31, 2009), the payments referred to in Sections 6 and 7 of this Amendment, shall be included in the amounts payable pursuant to Section 5(a)(ii) of the 2006 Agreement and shall be included in the term “Standard Termination Payments” as defined and used in the 2006 Agreement; provided, however, that, to the extent there is any inconsistency between the terms of the 2006 Agreement and the terms of this Amendment with respect to the date or dates on which any such payments are to be made, the timing of such payment(s) shall be governed by the terms of this Amendment applicable such timing; provided, further, that, without limiting the terms of the preceding proviso with respect to timing of payments, this Section 8.b shall not have the effect of excluding from Section 5(a)(ii) of the 2006 Agreement or from the definition of “Standard Termination Payment” any payment referred to in Section 6 or 7 of this Amendment that would otherwise be included in such Section 5(a)(ii) and such definition (or any other provision of Section 5 of the 2006 Agreement) prior to December 31, 2009 under the terms of the 2006 Agreement.

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9.     Additional Clarification of References in Section 4 of 2006 Agreement Regarding Taxes and Section 409A.  Section 4(i) of the 2006 Agreement is hereby amended and restated to read in its entirety as follows:

“(i)               Taxes.  Payment of all compensation and benefits to Executive specified in this Agreement shall be subject to all legally required withholdings.  The Parties agree that the references to Section 409A in Section 4 of this Agreement shall be construed, and any additional post-termination payments shall be made, subject to the following:  The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A and applicable administrative guidance and regulations (the “Regulations”). Section 409A governs plans and arrangements that provide “nonqualified deferred compensation” (as defined in Section 409A and the Regulations) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements.  The Company reserves the right to provide compensation and benefits under any plan or arrangement in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A.  In addition, in the event any benefits or amounts paid under this Agreement are deemed to be subject to Section 409A, including payments under Section 5 of this Agreement, Executive consents to the Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Section 409A, including, but not limited to the following:

a.                       the term “termination of employment,” when used to refer to an event that causes  payments to be made other than for death or disability (as defined in the Regulations (“Disability”)), may be amended so that it means “separation from service” within the meaning of  Treasury Reg. § 1.409A-1(h)(1), including the presumptive rule thereunder;

b.                       any payments made by reason of “separation from service” may be deferred until  six months and one day following separation from service;

c.                       (i)  the Company will provide Executive with the proposed form of release pursuant to Section 5(j) of this Agreement no later than two days following the Termination Date, and (ii) Executive will have 21 days to consider the release and, if he executes the release, will have 7 days after execution to revoke the release, failing which the release shall become binding, and (iii) payments contingent on such release (if any) shall be paid eight (8) days after execution (subject to clause 4(i)b above);

d.                       the definition of “change in control,” where it remains a trigger for the payment of deferred compensation, may be revised to comply with the definition of “Change of Control” in the Regulations; and

e.                       any cash payment made on an after-tax basis that involves a reimbursement of taxes, including without limitation any that may be required under Section 5(d)(vii) of this Agreement or Section 11 of the

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Amendment to Employment Agreement dated as of May 1, 2008 between the Company and Executive (the “May 2008 Amendment”), may be made as soon as the Company receives the information necessary for such purpose, but in no event later than the end of the calendar year following the year the taxes are remitted to the taxing authority.

The provisions of this Section 4(i) shall apply to all payments and benefits made pursuant to the May 2008 Amendment.”

10.      Benefits and Perquisites Retained during Extended Term.  Throughout the Term as extended by (and as subject to further extensions pursuant to) this Amendment, and notwithstanding the change in Executive’s responsibilities after 2008, Executive will continue to have use of office space and assistant at the Company’s headquarters in Manhattan and to be entitled to participate, without discrimination or duplication, in Company benefit, insurance, retirement, expense reimbursement and other plans, policies and programs, as provided in Sections 4(c), 4(e), 4(g), 4(h) and 5 of the 2006 Agreement (as amended hereby) and elsewhere, and shall continue to have use of the Company’s fractional ownership aircraft on the terms and subject to the conditions set forth in Section 4(f) of the 2006 Agreement, provided that use of such aircraft shall be coordinated with the Company beginning in 2009.  In the event that the terms of any such plans, policies or programs preclude Executive’s participation with the same Federal income tax treatment as is available for full-time executives generally, the Company may in its discretion meet its obligations hereunder by means of alternative arrangements similar to those contemplated by Section 5(d)(vii) of the 2006 Agreement which arrangements provide Executive with the benefits to which he would be entitled under such plans, policies or programs pursuant to the above-mentioned sections of the 2006 Agreement.

11.      SERP and Deferred Compensation Plan.

a.                       Payment Schedule.  Notwithstanding timing of payment and other provisions of Section 4(h) of the 2006 Agreement and various provisions relating to timing of payment of deferred compensation in Section 5 of the 2006 Agreement, and subject to the requirements of Section 409A as provided for herein, Executive’s SERP Benefit and amounts accrued as of the relevant date under the Company’s Key Executive Deferred Compensation Plan and/or any other deferred compensation plan or agreement of the Company or its subsidiaries or affiliates (collectively, the “EDCP”) will be paid out in lump sum(s) as follows:

(i)                     SERP Benefit:

(A) 50% of the benefit accrued as of December 31, 2005, increased by interest in accordance with Section 4(h) of the 2006 Agreement to the date of payment, on November 1, 2009;

(B) 25% of the benefit accrued as of December 31, 2005, increased by interest in accordance with Section 4(h) of the 2006 Agreement to date of payment, on November 1, 2010, and

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(C) 25% of the benefit accrued as of December 31, 2005, increased by interest in accordance with Section 4(h) of the 2006 Agreement to date of payment, on November 1, 2011;

(ii)      EDCP Amounts:

(A) 50% of the account balance as of October 31, 2009 to be paid on November 1, 2009;

(B) 50% of the account balance remaining as of October 31, 2010, to be paid on November 1, 2010, and

(C) 100% of the account balance remaining as of October 31, 2011, to be paid on November 1, 2011.

b.        Coordination with EDCP and SERP Provisions.  Section 11a hereof shall apply notwithstanding any provision of the SERP or EDCP (or the 2006 Agreement) providing for payment to be made by reason of  separation from service or termination of employment, but shall be subject to any terms of the SERP or EDCP (or the 2006 Agreement) currently in effect, under which payments are made upon death or Disability or, in the case of the EDCP, a change in control event if such event occurs prior to any other payment event under the SERP or EDCP (or the 2006 Agreement), as the case may be.

c.        EDCP Payment Procedures.   Payment under the EDCP shall be made in the manner set forth in Paragraphs 3 and 4 and the final unnumbered paragraph of the EDCP Payment Letter, applied by substituting the applicable respective dates of  payment specified in Sections 11a or 11b hereof, or any extended payment date resulting from the application of Section 12 hereof, for the date of termination of employment and by disregarding (as no longer applicable by reason of the substitution of a fixed payment date for the prior payment terms based on termination of employment) paragraphs 1 and 2 of the EDCP Payment Letter (including, without limitation, the references to paragraph 2 in the parenthetical clause at the end of paragraph 3 of the EDCP Payment Letter, which clause shall be disregarded as no longer applicable).

12.      Section 162(m).

a.        Further Deferral under the Regulations. Notwithstanding anything in Section 11 hereof or any other provision of this Amendment to the contrary, in the event that Executive’s total compensation is required to be reported to stockholders under the Exchange Act by reason of him being among the four highest compensated officers for the taxable year (other than the chief executive officer), and therefore the Company would be denied a deduction for Executive’s SERP and EDCP payments or any other payments of deferred compensation (as defined in Section 409A and the Regulations) under Section 162(m) of the Code (“Section 162(m)”), then such payments will be deferred until the Company first determines that Executive is no longer an employee whose compensation is required to be so reported (but in no event later than the earlier of (i) the first date on which the Company makes a filing with the Securities and

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Exchange Commission pursuant to the Exchange Act or the rules and regulations promulgated thereunder that does not include Executive among the employees whose compensation is so reported and (ii) January 1 of the year immediately following the year in which Executive’s employment by Company is terminated).  In such event, the crediting of interest on amounts payable on the SERP Benefit in accordance with Section 4(h) of the 2006 Agreement shall continue until payment, and account balances under the EDCP shall continue to be adjusted and/or credited with interest as contemplated by the EDCP Payment Letter.

b.        Pro-rata Bonus on Termination to Remain Performance-Based. Notwithstanding any other provision of the 2006 Agreement or this Agreement, the pro-rata bonus calculated for Executive upon a termination (other than for death or disability) pursuant to Section 5(a)(iv) and Section 5(d)(iii) of the 2006 Agreement shall only be payable to the extent that such bonus would have been payable had Executive remained in employment during the entire year in which the termination occurs and the performance goals, if any, are met.  Such pro-rata bonus shall be payable between January 1 and March 15 following the end of the fiscal year in which the termination occurs.

13.      Indemnification.  Notwithstanding any subsequent change in the Company’s certificate of incorporation or bylaws or policy of insurance, the Parties agree that the indemnification provided under Section 8 of the 2006 Agreement (as amended hereby) shall be no less favorable to Executive than the scope and nature of the indemnification that is available under Section 8 of the 2006 Agreement and under the Company’s certificate of incorporation and bylaws and insurance, as each is in effect as of the date of this Amendment; and the terms of this Section 13 shall constitute contractual rights of Executive and contractual obligations of the Company independent of, and in addition to, any rights of Executive and obligations of the Company under the Company’s certificate of incorporation and bylaws and any other plans, policies or programs of the Company and its subsidiaries and affiliates.

14.      Car and Driver.  The Company will make available the use of a car and driver to Executive during the remainder of 2008 and 2009.

15.      Restrictive Covenants.  The Parties confirm that the provisions of Section 6 of the 2006 Agreement shall continue during the Term as extended hereby and any further extension thereof and that the non-competition and other post-employment provisions of Section 6 of the 2006 Agreement shall continue for two years following the end of such Term (as the same may be so extended).

16.      Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within that State, without regard to its conflict of laws provisions or where the parties are located at the time a dispute arises.

17.      Titles and Captions.  All paragraph titles or captions in this Amendment are for convenience only and in no way define, limit, extend or describe the scope or intent of any provision hereof.

18.      Reimbursement of Expenses of Executive in Negotiating Agreement.  All

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reasonable costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) incurred by Executive in connection with the negotiation, preparation, execution, or delivery of this Amendment shall be paid on behalf of Executive (or, if already paid by Executive, reimbursed to Executive) promptly by the Company in an amount up to thirty thousand U.S. Dollars ($30,000).

19.      Counterparts.  This Amendment may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment on May 12, 2008, to be deemed effective as of the date first above written.

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