3.   Compensation.

     3.1 Salary. The Company shall pay the Executive during the Term a salary at a minimum rate of Two Hundred Fifty Thousand Dollars and No Cents ($250,000) per annum (the Annual Salary), in accordance with the customary payroll practices of the Company applicable to senior executives. The Board periodically shall review the Executives Annual Salary and may provide for such increases therein as it may in its discretion deem appropriate. (Any such increased salary shall constitute the Annual Salary as of the time of the increase.)

     3.2 Bonus. During the Term, in addition to the Annual Salary, for each fiscal year of the Company ending during the Term, the Executive shall have the opportunity to receive an annual bonus in an amount and on such terms to be determined by the Compensation Committee of the Board of Directors of the Company, but which Bonus shall not be less than 50% of the Annual Salary. The Bonus payable with respect to a fiscal year of the Company shall be paid no later than the fifteenth day of the third month after the end of the fiscal year. The forgoing shall not limit the Executives eligibility to receive any other bonus under any other bonus plan, stock option or equitybased plan, or other policy or program of the Company.

     3.3 Participation in 2005 Equity Incentive Plan. The Company has established the 2005 Equity Incentive Plan (Equity Incentive Plan). Subject to the terms and conditions of the Equity Incentive Plan and the Long-Term Incentive Plan Unit Vesting Agreement ( which shall provide for the grant to Executive of 50,000 LTIP units subject to and in accordance with the terms thereof) between the Company and the Executive, the Executive shall be eligible to participate in the Equity Incentive Plan, and shall be eligible to receive annual long term incentive plan units, restricted stock awards and/or stock options under the Equity Incentive Plan. The Compensation Committee shall approve any such awards made to the Executive pursuant to the Equity Incentive Plan.

     3.4 Benefits-In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit

programs and other benefits that may be available to other executive officers of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs.

     3.5 Vacation. The Executive shall be entitled to vacation of no less than 20 business days per year, to be credited in accordance with ordinary Company policies.

     3.6 Life and Disability Insurance Premium Reimbursement. The Company shall during the term of this Agreement reimburse the Executive up to $1,500 annually for premiums incurred by the Executive with respect to supplemental life and long-term disability insurance policies.

     3.7 Expenses-In General. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executives services under this Agreement, in accordance with the Companys policies regarding such reimbursements.

     4.   Termination upon Death or Disability. If the Executive dies during the Term, this Agreement shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Companys long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executives estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive any Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executives estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs,

payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) all outstanding unvested equity-based awards (including, without limitation, stock options, LTIP units and restricted stock) held by or granted to the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards; and (iv) the Executive (or the Executives estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Companys plans and arrangements in accordance with their terms).

     5.   Certain Terminations of Employment; Certain Benefits.

     5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason.

           (a) For purposes of this Agreement, Cause shall mean the Executives:

(i)

commission of, and indictment for or formal admission to, a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company;

(ii)

continued engagement in the performance of his duties hereunder in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement, and then, with respect to willful misconduct or willful or gross neglect (but not with respect to fraud, misappropriation or embezzlement), only after appropriate notice of Executives misconduct or neglect and an appropriate period, as determined by the Board, to remedy such misconduct or neglect;

(iii)

continued failure to materially adhere to the clear directions of the Board or to adhere to the Companys policies and practices or to devote substantially all of his business time and efforts to the Company and its subsidiaries;