Exhibit
10.46


 


 


GRAMERCY CAPITAL
CORP.


2004 EQUITY
INCENTIVE PLAN


OPTION AWARD
AGREEMENT


 


 


AGREEMENT by and between Gramercy Capital Corp., a
Maryland corporation (the “Company”) and
[                    ]
(the “Optionee”), dated as of the
         day of
            , 200   .


 


WHEREAS, the Company maintains the Gramercy Capital
Corp. 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, the Optionee is a
[                                                                              ]
[insert employment/service role];
and


 


WHEREAS, the Committee has determined that it is in
the best interests of the Company and its shareholders to grant a stock option
to the Optionee subject to the terms and conditions set forth below.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1.             Grant
of Stock Option.


 


The Company hereby grants the Optionee an option (the “Option”)
to purchase [      ] shares of Common Stock,
subject to the following terms and conditions and subject to the provisions of
the Plan.  The Plan is hereby
incorporated herein by reference as though set forth herein in its entirety.


 


The Option is not intended to be and shall not be
qualified as an “incentive stock option” under Section 422 of the Code.


 


2.             Option
Price.


 


The Option Price per Share shall be $[    ].


 


3.             Initial
Exercisability.


 


Subject to paragraph 4 below, the Option, to the
extent that there has been no termination of the Optionee’s employment and the
Option has not otherwise expired or been forfeited, shall become exercisable as follows:


 




	
  For the Period Ending On

  	
   

  	
  Percent of the Grant Exercisable

  	
   

  
	
  [     ]

  	
   

  	
  [     ]

  	
   

  
	
  [     ]

  	
   

  	
  [     ]

  	
   

  
	
  [     ]

  	
   

  	
  [     ]

  	
   

  






 


4.             Term.


 


Unless earlier forfeited, the Option shall,
notwithstanding any other provision of this Agreement, expire in its entirety
upon the      anniversary of the date hereof.  The Option shall 


 


 


 

















 


also expire and be forfeited at such earlier times and in such
circumstances as otherwise provided hereunder or under the Plan.


 


5.             Miscellaneous.


 


(a)                                  THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF MARYLAND, WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICT OF LAWS.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified
except by a written agreement executed by the parties hereto or their
respective successors and legal representatives.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


 


(b)                                 The Committee may make such rules and
regulations and establish such procedures for the administration of this
Agreement as it deems appropriate. 
Without limiting the generality of the foregoing, the Committee may
interpret this Agreement, 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 interpretations 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
Agreement or of any rule, regulation or procedure, or as to any question, right
or obligation arising from or related to this Agreement, the decision of the
Committee shall be final and binding upon all persons.


 


(c)                                  All notices hereunder shall be in
writing, and if to the Company or the Committee, shall be delivered to the
Board or mailed to its principal office, addressed to the attention of the
Board; and if to the Optionee, shall be delivered personally, sent by email or
facsimile transmission or mailed to the Optionee at the address appearing in
the records of the Company.  Such
addresses may be changed at any time by written notice to the other party given
in accordance with this paragraph 5(c).


 


(d)                                 The failure of the Optionee or the
Company to insist upon strict compliance with any provision of this Agreement
or the Plan, or to assert any right the Optionee or the Company, respectively,
may have under this Agreement or the Plan, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement or
the Plan.


 


(e)                                  The Optionee agrees
that, at the request of the Committee, the Optionee shall represent to the
Company in writing that the Shares being acquired are acquired for investment
only and not with a view to distribution and that such Shares will be disposed
of only if registered for sale under the Securities Act or if there is an available
exemption for such disposition.  The
Optionee expressly understands and agrees that, in the event of such a request,
the making of such representation shall be a condition precedent to receipt of
Shares upon exercise of the Option.


 


 


 


 


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(f)                                    Nothing in this Agreement shall confer on
the Optionee any right to continue in the employ of the Company or its
Subsidiaries, or interfere in any way with the right of the Company or its
Subsidiaries to terminate the Optionee’s employment at any time.


 


(g)                                 It is acknowledged, agreed and understood
that the grant made hereby is made to GKK Manager LLC in consideration of
services rendered thereby, and in turn made by GKK Manager LLC in consideration
of the services rendered by the Optionee. 
For purposes of the provisions in paragraphs 3 and  5(f) above relating to employment with
the Company (and the termination thereof), “Company,” as the context so
requires, shall include GKK Manager LLC, SL Green Realty Corp., and their
affiliates, to the extent that the Grantee is a provider of services to such
entities.


 


(h)                                 This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.


 


 


 


 


 


 


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IN WITNESS WHEREOF, the Company and the Optionee have
executed this Agreement as of the day and year first above written.


 


 


	
   

  	
  GRAMERCY CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Optionee’s Name]

  



 


 


 


 


 


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