Exhibit 10.28


 


2012 INDUCEMENT EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AWARD 


 


THIS AWARD (“Award”) is made
as of July         , 2012 (“Grant Date”), by Gramercy Property Trust Inc., a Maryland corporation (the “Company”),
to              (“Grantee”).


 


WHEREAS, this Award is being made to Grantee
pursuant to that certain Employment and Noncompetition Agreement, dated as of June        , 2012, by and between the Company and Grantee
(the “Employment Agreement”) in connection with the hiring of Grantee and is intended to constitute an employment
inducement award pursuant to Section 303A.08 of the New York Stock Exchange Listed Company Manual;


 


WHEREAS, the Company maintains the 2012 Inducement
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 the Company;
and


 


WHEREAS, the Compensation Committee of the Company’s
Board of Directors (the “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         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 (i)           shares of Common Stock of the Company on June          , 2013, (ii)              shares of Common Stock of the
Company on June      , 2014, (iii)          shares of Common Stock of the Company on June        , 2015, (iv)             shares of Common Stock of the Company
on June         , 2016, and (v) the remaining                shares of Common Stock of the Company on June         , 2017. Subject to the provisions of the Plan
and this Award, during the Restriction Period, except as may otherwise be permitted by the Committee (after consideration of, among
other things, any applicable securities and tax considerations) in connection with Grantee’s trust or estate planning, Grantee
shall not be permitted voluntarily or involuntarily to assign, transfer, or otherwise encumber or dispose of shares of Restricted
Stock awarded under the Plan.


 




    	 



    	 



    

 


(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 the provisions of the Employment Agreement and any other agreement
in effect from time to time between Grantee and the Company (or any affiliate of the Company) that would supplement or otherwise
alter the Applicable Rules.


 


(c)          Notwithstanding
anything in the Plan to the contrary, Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock
(whether or not then subject to restrictions) which have not been forfeited.


 


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)          Entire
Agreement. This Award 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, except as set forth in Section 2(b) above.


 


(d)          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 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 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.


 


(e)          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.


 


(f)          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.


 


(g)          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.


 




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(h)          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.


 


(i)          Notices.
Notices hereunder shall be in writing, and 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.


 


(j)          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.


 


(k)          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 PROPERTY TRUST INC.
	 	 	 
	 	By:  	 
	 	Name:	 
	 	Title:	 
	 	 
	 	GRANTEE
	 	 
	 	 
	 	Name:


 


[Signature Page to Restricted Stock Award]