Exhibit 10.5


 





FALCON FINANCIAL
INVESTMENT TRUST


 


 


January 19, 2005


 


 


Joseph L. Kirk, Jr.


c/o Falcon Financial Investment Trust


15
Commerce Road


Stamford,
CT 06902


 


 


Dear
Mr. Kirk,


 


Reference
is made to that certain Employment Agreement (the “Agreement”), dated November
14, 2003, by and between you and Falcon Financial Investment Trust (the “Trust”).
Terms used but not defined in this letter shall have the meanings given to such
terms in the Agreement.


 


As
you are aware, the Trust contemplates entering into an Agreement and Plan of
Merger, by and among iStar Financial Inc. (“iStar”), Falcon Acquisition Company
and the Trust (the “Merger Agreement”) pursuant to which iStar, through a
subsidiary, will acquire 100% of the outstanding capital stock of the Trust.
Upon completion of the transactions contemplated by the Merger Agreement, the
Trust will be a wholly-owned subsidiary of iStar and the Trust will no longer
be a publicly-traded company. As a material inducement to iStar’s willingness
to enter into the Merger Agreement, iStar has requested that you provide the
acknowledgements set forth in this letter. You acknowledge and agree on the
date hereof as follows:


 


(i.)           Section 3 of the Agreement (with respect to “Position and Duties”)
shall be amended to add the following after the first sentence thereof: “The
Executive shall report to David A. Karp and will be subject to the additional
oversight of Chase Curtis of iStar.” You acknowledge and agree that such
amendment shall not give rise to Good Reason, as defined in Section 6(e)(ii) of the Agreement.


 


(ii.)          the mere fact that the Trust will no longer
be a publicly-traded company and that, accordingly, you will not be a senior executive of a publicly-traded company shall not give
rise to Good Reason, as defined in Section 6(e)(ii) of the Agreement;


 


(iii.)         the assignment to you of additional duties or
the alteration of your existing duties, consistent with your position with the
Trust as described in Section 3 of the Agreement, to the extent reasonably
intended to facilitate the integration of the business of the Trust and its
affiliates with the business of iStar and its affiliates shall not give rise to
Good Reason, as defined in Section 6(e)(ii) of the
Agreement;


 


(iv.)         subclause (D) of the definition of “Good Reason” shall
be amended and restated in its entirety as follows: “without the consent of the
Executive, relocation of the Trust’s principal place of business outside a
twenty-five (25) mile radius of the Trust’s


 


15 COMMERCE ROAD  •  STAMFORD, CONNECTICUT 06902  •  203-967-0000 PHONE  • 
203-967-1717 FACSIMILE  •  www.falconfinancial.com


 





















 


headquarters in either Stamford, Connecticut or elsewhere
in the greater metropolitan area of New York City, encompassing the populated
areas of New York, New Jersey and Connecticut (generally known as the “Tri-State
Area”)”; and


 


(v.)          the substitution of iStar’s benefits for
benefits provided by the Trust as contemplated by the Merger Agreement shall
not give rise to Good Reason pursuant to Section 6(e)(ii) (C) of the Agreement.


 


Except
as set forth above, all of the terms and conditions of the Agreement remain
unmodified (other than to give effect to the foregoing) and in full force and
effect. This letter shall amend and be deemed a part of the Agreement, and
shall, as of the effective time of the Merger, be interpreted in accordance
with the Agreement and the terms of this letter.


 


Please execute a copy of
this letter in the place indicated to evidence your consent and agreement to
the terms and conditions provided above.


 


	
  Very truly yours,

  
	
   

  
	
   

  
	
  /s/ Vernon B. Schwartz

  	
   

  	
   

  
	
  Vernon B. Schwartz

  
	
  Chief Executive Officer

  



 


 


	
  Agreed and Accepted:

  
	
   

  
	
   

  
	
  /s/ Joseph L. Kirk, Jr.

  	
   

  	
   

  
	
  Joseph L. Kirk, Jr.

  	
   

  	
   

  



 


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