Exhibit
10.39
September 7, 2005
Mr. Steven E. Buller
879 Valley Road
New Canaan, CT 06840
Dear Steve:
Congratulations! This will confirm our offer to
you to join BlackRock as a Managing Director and Chief Financial
Officer. You will also be a member of our Management
Committee.
You will have a 24-month compensation
commitment, structured as follows:
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1.
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Your base
salary will be paid at the rate of $260,000 (pro-rated for time
actually worked).
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2.
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In addition,
you will be paid a bonus for 2005, calculated by multiplying
$1,490,000 by the number of weeks you work in 2005 and dividing by
52.
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3.
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Your 2006 bonus
will be no less than $1,490,000.
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4.
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Your bonus for
2007 will be calculated by multiplying $1,490,000 by the result of
104 weeks minus the number of weeks worked from your date of hire
to January 1, 2007 and dividing by 52.
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For the remainder of 2007 and beyond, you will
receive a discretionary bonus based on your performance and the
performance of the firm.
Any bonus will be paid in conjunction with
BlackRock’s annual schedule for bonus payments, which we
anticipate to be early in the following year (e.g. February 2006
for the 2005 compensation year). The bonuses described in 2., 3.,
and 4. above are contingent upon your continued employment with
BlackRock at the time of payment and are subject to all applicable
tax withholding. However, in the event of the involuntary
termination of your employment by BlackRock for any reason other
than for Cause or your death or disability prior to the date on
which your bonuses are paid for the applicable fiscal year, you
will be entitled, subject to signing an agreement and release, to
the bonus amounts described in 2., 3. and 4. above to the extent
not already paid, provided that such bonus amounts will be
offset by any compensation and benefits you receive from any other
employment or consulting work (including self employment) prior to
the second anniversary of your date of hire. Furthermore, in the
event of your death or disability during 2005, 2006 or 2007, you
will be entitled to the applicable bonus amount for such year as
set forth in 2., 3. and 4. above, to the extent not already paid,
pro-rated for the period from the beginning of the applicable
calendar year through the date of your death or
disability.
Page 2 Mr. Steven E. Buller
For purposes of this letter, “Cause”
will mean the occurrence or existence of any of the following: (i)
a material breach by you of written policies of BlackRock or an
affiliate thereof required by law or established to maintain
compliance with applicable law; (ii) any act of fraud,
misappropriation, dishonesty, embezzlement or similar conduct by
you against BlackRock or an affiliate thereof or any client of
BlackRock or an affiliate thereof; (iii) your conviction (including
a plea of nolo contendere) for the commission of a felony that
could, in BlackRock’s reasonable judgment, impair your
ability to perform your duties hereunder or adversely affect
BlackRock’s or any of its affiliates’ business or
reputation; or (iv) entry of any order against you by any
governmental body having regulatory authority with respect to
BlackRock’s bus
