Execution Copy


 


GRAMERCY CAPITAL CORP.


GKK CAPITAL LP


 


AMENDED AND RESTATED 2004 EQUITY INCENTIVE
PLAN


 


RESTRICTED STOCK AWARD 


 


THIS AWARD (“Award”)
is made as of January 4, 2012, by Gramercy Capital Corp., a Maryland corporation (“Company”), to Roger M. Cozzi
(“Grantee”).


 


WHEREAS, the Company maintains the Gramercy
Capital Corp. Amended and Restated 2004 Equity Incentive Plan (as amended from time to time, the “Plan”) (capitalized
terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);


 


WHEREAS, Grantee is an employee of GKK Capital
LP, a wholly owned subsidiary of the Company, providing services to the Company;


 


WHEREAS, the Compensation Committee of the
Company’s Board of Directors (“Committee”) has determined that it is in the best interests of the Company
and its shareholders to grant restricted stock to Grantee subject to the terms and conditions set forth below.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 





1.             Grant
of Restricted Stock. The Company hereby grants Grantee 47,179 restricted shares of Common
Stock of the Company (the “Restricted Stock”). The Restricted Stock is subject to the terms and conditions of
this Award and is also subject to the provisions of the Plan.


 


2.             Restrictions
and Conditions. The Restricted Stock shall be subject to the following restrictions and conditions:







 


(a)    The period of forfeiture with
respect to the Restricted Stock (the “Restriction Period”) shall begin on the date hereof and shall end with
respect to all of the Restricted Stock on June 30, 2012, if and as Grantee’s employment continues through such date. The
Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of
during the Restriction Period.


 


(b)    The rules governing the vesting
of the Restricted Stock on and after Grantee’s termination of service from the Company, and accelerated vesting of the Restricted
Stock, as well as the rules governing forfeiture of the Restricted Stock (all of the foregoing, collectively, the “Applicable
Rules”), shall be subject to any provisions of any employment agreement in effect from time to time between Grantee and
the Company that would supplement or otherwise alter the Applicable Rules.


 



    	 



    	 



    

 


(c)    Neither the Restricted
Stock nor the cash equivalent value thereof shall be included in Grantee’s annual compensation for purposes of calculating
any payments that may hereafter be due or payable to Grantee in accordance with the terms of any employment agreement in
effect from time to time between Grantee and the Company.


 


3.          Miscellaneous.


 


(a)    Amendments.
This Award may be amended or modified only with the consent of the Company; provided that any amendment or modification
which adversely affects Grantee must be consented to by Grantee to be effective as against him.


 


(b)    Incorporation of Plan.
The provisions of the Plan are hereby incorporated by reference as if set forth herein. If and to the extent that any provision
contained in this Award is inconsistent with the Plan, this Award shall govern.


 


(c)    Rules
and regulations. The Committee may make such rules and regulations and establish such procedures for the administration of
this Award as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret this Award,
with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by
law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except
to the extent that such interoperations are made exclusively by members of the Committee who are individuals who served as Committee
members before the Change in Control. In the event of any dispute or disagreement as to the interpretation of this Award or of
any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Award, the decision
of the Committee shall be final and binding upon all persons.


 


(d)    Severability. In the
event that one or more of the provisions of this Award may be invalidated for any reason by a court, any provision so invalidated
will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid
and fully enforceable.


 


(e)    Governing
Law. This Award is made under, and will be construed in accordance with, the laws of the State of New York, without giving
effect to the principle of conflict of laws of such State.


 


(f)    No Obligation to Continue
Position as an Officer or to Employ. Neither the Company nor any affiliate is obligated by or as a result of this Award to
continue to have Grantee as an officer or to employ Grantee and this Award shall not interfere in any way with the right of the
Company or any affiliate to terminate Grantee as an officer or employee at any time.


 


(g)    No
Waiver. The failure of Grantee or the Company to insist upon strict compliance with any provision of this Award or the Plan,
or to assert any right Grantee or the Company, respectively, may have under this Award or the Plan, shall not be deemed to be
a waiver of such provision or right or any other provision or right of this Award or the Plan.


 


(h)    Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish
to the other party in writing.


 



    	 



    	 



    

 


(i)    Withholding
and Taxes. No later than the date as of which an amount first becomes includible in the gross income of Grantee for income
tax purposes or subject to Federal Insurance Contributions Act withholding with respect to the Award, Grantee will pay to the
Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of,
any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount.
The obligations of the Company under this Award will be conditional on such payment or arrangements, and the Company and its affiliates
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to Grantee.


 


(j)    Successors
and Assigns. This Award shall be binding upon the Company’s successors and assigns, whether or not this Award is expressly
assumed.


 


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IN WITNESS WHEREOF, the undersigned
have caused this Award to be executed as of the date first set forth above.


 


	 	GRAMERCY CAPITAL CORP.
	 	 
	 	By:	/s/ Jon W. Clark
	 	 	Name:	Jon W. Clark
	 	 	 Title:	  Chief Financial Officer
	 	 	 
	 	GRANTEE
	 	 
	 	/s/ Roger M. Cozzi
	 	Name:  Roger M. Cozzi