b.             Annual Bonus .  You shall participate in the Executive Incentive Compensation Plan (“EICP”).  Your 2004 Executive Incentive Compensation Plan letters dated June 16, 2004, June 23, 2004 and July 1, 2004 (which four letters are attached hereto as Exhibit I) shall remain in full force and effect and will govern your 2004 EICP Bonus.  You shall be a participant in the EICP bonus program for 2005 and 2006.  Your bonuses for 2005 and 2006 shall be determined in accordance with the terms of your bonus letters to be delivered simultaneously with the bonus letters of other executives of the Group relating to such years but shall conform to the provisions of the last sentence of this clause.  For the purposes of this Agreement, your “2004 Target Bonus” shall mean $500,000 and includes your Special Bonus.  For each of the 2005 and 2006 calendar years, for the purposes of this Agreement and your 2005 and 2006 EICP bonuses, your aggregate Annual Target Bonus shall be $250,000, (the “2005 Target EICP Bonus” and the “2006 Target EICP Bonus”), of which, for each year, no less than two-thirds or $187,500 shall relate to your duties as head of circulation of the Group and of which $100,000 will be guaranteed.

c.             Special Bonus .  You shall be eligible for a Special Bonus for calendar year 2004 payable in accordance with the terms of the letter attached hereto as Exhibit II.

4.                                        Fringe Benefits and Expenses .

a.             Fringe Benefits .  During the term of this Agreement, the Company will provide you with benefits commensurate with those provided to other executives of the Group.  You will receive an annual car allowance of $11,280 payable in equal monthly installments.

b.             Reimbursement of Business and Other Expenses; Perquisites .  You are authorized to incur reasonable expenses in carrying out your duties and responsibilities under this Agreement, and the Group shall promptly reimburse you for all reasonable business expenses incurred in connection with carrying out the business of the Group, subject to documentation in accordance with the Group policy.

5.                                        Early Termination .  Your employment hereunder:

a.             shall terminate upon your death (“Death”);

b.             may be terminated by the Company or the Group on written notice to you upon your “Permanent Disability”;

c.             may be terminated by the Company or the Group on written notice to you for “Cause” and shall terminate on the date you voluntarily leave the Group employ, if prior to the Expiration Date (“For Cause or Voluntary”);

d.             may be terminated by the Company or Group upon written notice to you without cause (“Without Cause”);

e.             As used herein, “Permanent Disability” shall mean a physical or mental disability which renders you unable to perform your duties hereunder in a reasonably professional manner provided you have failed to perform such duties as a result of such disability for an aggregate period of six months in any 12 consecutive month period during the Term.  Permanent Disability shall be determined by the opinion of at least two of three doctors associated with major hospitals in Manhattan practicing in the field to which the disability relates and selected by the Company or the Group acting reasonably.

f.              As used herein, “Cause” shall mean (i) any substantial breach or non-observance of any of your material obligations as set forth herein, (after reasonable advance written notice and a reasonable opportunity to cure such breach or non-observance), (ii) the immoderate use of alcohol by you on a habitual basis to the detriment of the Company or the Group (after reasonable advance written notice and a reasonable opportunity to cease such use), (iii) the illegal use of narcotics or drugs by you (after reasonable advance written notice and a reasonable opportunity to cease such use), (iv) willful and repeated absence from the business for any unreasonable period of time, without leave (after reasonable advance written notice and a reasonable opportunity to cease such repeated absences), and (v) willful and repeated failure or refusal to perform your duties hereunder which failure or refusal continues following reasonable advance written notice to you specifying such failure or refusal and a reasonable opportunity to cure such failure or refusal.

g.             As used herein, “Date of Termination” shall mean the date of your death or effective date of your termination under Sections 5(b), (c), (d) or Sections 7(a) or (b).

6.                                        Compensation Upon Termination .  In the event that your employment shall terminate:

a.             Pursuant to Section 5(a) “Death” or 5(b) “Permanent Disability”, you or your estate shall be entitled to receive (i) all accrued and unpaid salary at the Annual Base Salary rate through the Date of Termination, plus (ii) (A) if the termination occurs in 2004, 2004 Annual Target Bonus ($500,000) multiplied by a fraction, the numerator of which is the number of days to the Date of Termination from the start of either calendar year during which the Date of Termination occurs and the denominator of which is 365 (the “Fraction”) and (B) if the termination occurs in either 2005 or 2006, $250,000 multiplied by the Fraction.

b.             Pursuant to Section 5(c) “For Cause or Voluntary”, you shall be entitled only to receive your accrued and unpaid salary at the Annual Base Salary rate through the Date of Termination.

c.             Pursuant to Section 5 (d) “Without Cause” on or prior to the Expiration Date, you shall be entitled to receive the greater of (i) (A) your Annual Base Salary, to the extent unpaid, through the Expiration Date, plus (B) your Annual Target Bonus for each complete (to the extent not paid) and incomplete calendar year through the Expiration Date, plus (C) your car allowance and fully paid COBRA or amounts in lieu of COBRA for th