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Exhibit 10.27


 


2012 INDUCEMENT EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


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


 


WHEREAS, the award granted
pursuant to this Agreement 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 units to Grantee subject to the terms and conditions set
forth below.


 


NOW, THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:


 


1.            Grant of Restricted
Stock Units. The Company hereby grants Grantee an award consisting of             restricted stock units (the “Stock Units”).
The Stock Units are subject to the terms and conditions of this Agreement and the provisions of the Plan.


 


2.            Vesting and Settlement
of Restricted Stock Units (Pre-Change-in-Control).


 


		(a)	Prior to a Change-in-Control and subject to accelerated vesting as provided in the Employment Agreement,
the number of Stock Units set forth beside such Vesting Date in the table below shall vest if (i) Grantee remains continuously
employed by the Company through such date and (ii) either of the following performance hurdles is achieved: (A) the Company achieves
funds from operations (“FFO”) per diluted share for the most recent prior fiscal year at an amount to be agreed
upon by Grantee and the Company, and with such adjustments to FFO as are agreed upon by Grantee and the Company, within 30 days
of the Grant Date, or (B) the Company’s Measurement Stock Price equals or exceeds the Stock Price Target for such Vesting
Date (less the per share amount of all dividends declared and paid on Common Stock with an ex-dividend date occurring between the
Grant Date and the last day in the 30-day period actually used to calculate the Measurement Stock Price as of such Vesting Date).
If Stock Units set forth beside a Vesting Date do not vest because the performance hurdles for such Vesting Date are not met, such
Stock Units will vest if (i) Grantee remains continuously employed by the Company through any future Vesting Date and (ii) either
of the following performance hurdles is achieved: (A) the FFO per diluted share hurdles have been met on a cumulative basis from
2012 through the most recent fiscal year prior to such future Vesting Date or (B) the Company’s Measurement Stock Price equals
or exceeds the Stock Price Target for such future Vesting Date (less the per share amount of all dividends declared and paid on
Common Stock with an ex-dividend date occurring between the Grant Date and the last day in the 30-day period actually used to calculate
the Measurement Stock Price as of such Vesting Date).



 




    	 



    	 



    

 


	Vesting Date	 	Number of Stock Units	 	 	Stock Price Target	 
	June   , 2013	 	 		 	 		$3.00	 
	June   , 2014	 	 	 	 	 		$3.50	 
	June   , 2015	 	 	 	 	 		$4.00	 
	June   , 2016	 	 	 	 	 		$4.50	 
	June   , 2017	 	 	 	 	 		$5.00	 



 


		(b)	As soon as practicable (but in no event later than 74 days) following each Vesting Date that occurs
prior to a Change-in-Control, the Committee will determine the number of Stock Units that vest as a result of the satisfaction
of the vesting requirements as of such Vesting Date (the “Earned Stock Units” for such Vesting Date). On the
date of such determination with respect to such Earned Stock Units (the “Issuance Date” for the shares of Common
Stock issued in respect of such Earned Stock Units), such Earned Stock Units will vest, the Company will issue to Grantee a number
of shares of Common Stock equal to the number of such Earned Stock Units and such Earned Stock Units shall be canceled. The payment
of such Earned Stock Units is intended to comply with the requirements for a “short term deferral” under Section 409A
of the Code and this Agreement and the Stock Units will be construed and administered to comply with such requirements.



 


		(c)	Any Stock Units not previously forfeited that do not vest on or before the date on which the Committee
has determined the number of Earned Stock Units for last Vesting Date set forth above shall, with no further action, be forfeited
by Grantee upon the date of such determination.



 


3.            Vesting and Settlement
of Restricted Stock Units (On or After a Change-in-Control).


 


		(a)	In the event of a Change-in-Control, the achievement of the performance hurdles applicable to all
Stock Units that have not been previously forfeited or become Earned Stock Units as a result of the satisfaction of the vesting
requirements as of a Vesting Date occurring prior to such Change-in-Control will be measured as of such Change-in-Control. The
performance hurdles shall be deemed to be achieved with respect to a number of Stock Units equal to (i) the greater of (A) a number
of Stock Units equal to the Change-in-Control Amount set forth in the table below based on the attainment of the corresponding
Measurement Stock Price as of the date of the Change-in-Control (less the per share amount of all dividends declared and paid on
Common Stock with an ex-dividend date occurring between the Grant Date and the date of the Change-in-Control), and (B) if the FFO
hurdles referred to in Section 2(a) above have been met on a cumulative basis through the most recent quarter prior to the consummation
of the Change-in-Control, then a number of Stock Units equal to 750,000 multiplied by a fraction, the numerator of which is the
number of fiscal quarters that have elapsed from the Grant Date to and including the most recently completed fiscal quarter, and
the denominator of which is 20, less (ii) the number of Stock Units that have become Earned Stock Units as a result of the satisfaction
of the vesting requirements as of a Vesting Date occurring prior to such Change-in-Control.



 




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	Change-in-Control Amount	 	Measurement Stock Price	 
	 	 	$0.00 - $2.99	 
	 	 	$3.00 - $3.49	 
	 	 	$3.50 - $3.99	 
	 	 	$4.00 - $4.49	 
	 	 	$4.50 - $4.99	 
	 	 	$5.00 +	 







  


		(b)	Upon the date of a Change-in-Control, the Committee will determine the number of Stock Units with
respect to which the performance hurdles will be deemed to be achieved as of the Change-in-Control. All Stock Units with respect
to which performance hurdles are not deemed to be achieved as of the Change-in-Control and that have not become Earned Stock Units
as a result of the satisfaction of the vesting requirements as of a Vesting Date occurring prior to such Change-in-Control shall,
with no further action, be forfeited by Grantee upon the date of such Change-in-Control. Following a Change-in-Control, performance
hurdles will cease to apply to Stock Units with respect to which performance hurdles are deemed to be achieved, and, subject to
accelerated vesting as provided in the Employment Agreement, such Stock Units will vest in equal installments on each of the remaining
Vesting Dates set forth in Section 2(a) above subject to continued employment by the Company through each of such Vesting Dates.
Stock Units that vest on or after a Change-in-Control will be considered Earned Stock Units, and, on the date on which any such
Earned Stock Unit vests (which shall be the Issuance Date for the shares of Common Stock issued in respect of such Earned Stock
Units), the Company will issue to Grantee a number of shares of Common Stock equal to the number of such Earned Stock Units and
such Earned Stock Units shall be canceled. The payment of such Earned Stock Units is intended to comply with the requirements for
a “short term deferral” under Section 409A of the Code and this Agreement and the Stock Units will be construed and
administered to comply with such requirements.



 


4.            Payment of Dividend
Equivalent. On the Issuance Date for shares of Common Stock pursuant to Sections 2(b) or 3(b) above, the Company will pay to
Grantee, in cash, an amount equal to the aggregate dividends that would have been paid with respect to such shares on or before
the Issuance Date for such shares if such shares had been issued on the Grant Date. With respect to dividends with a record date
prior to such Issuance Date and a payment date after such Issuance Date, the Company will pay Grantee, in cash, on the respective
payment dates for such dividends, an amount equal to the amount of such dividends that would have been paid with respect to the
shares of Common Stock issued on such Issuance Date as if they had been issued prior to the record date for such dividends. The
payment of any such dividend equivalents is intended to comply with the requirements for a “short term deferral” under
Section 409A of the Code and this Agreement and such equivalents will be construed and administered to comply with such requirements.


 




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5.            Restrictions and
Conditions. Subject to the provisions of the Plan and this Agreement, except as may otherwise be permitted by the Committee
(after consideration of, among other things, any applicable securities and tax law considerations) in connection with Grantee’s
trust or estate planning, Grantee shall not be permitted voluntarily or involuntarily to sell, assign, transfer, or otherwise encumber
or dispose of the Stock Units or this award; provided that the foregoing restriction shall not apply to shares of Common Stock
actually issued to Grantee pursuant to Sections 2(b) or 3(b) above. Except as may be provided in the Employment Agreement, upon
the termination of Grantee’s employment with the Company for any reason, all Stock Units that have not vested shall thereupon,
and with no further action, be forfeited by Grantee; provided however, that if such termination occurs after a Vesting Date, but
prior to the date on which the Committee has determined the number of Earned Stock Units for such Vesting Date, then such forfeiture
shall not occur until the date of such determination and shall only apply to the then outstanding Stock Units that do not become
Earned Stock Units for such Vesting Date.


 


6.            Definitions.
Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used
herein:


 


“Change-in-Control”
means:


 


(a)     any “person,”
including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company,
any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity
holding securities under any employee benefit plan or trust of the Company or any such entity, and the Grantee and any “group”
(as such term is used in Section 13(d)(3) of the Exchange Act) of which the Grantee is a member), is or becomes the “beneficial
owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing
25% or more of either (1) the combined voting power of the Company’s then outstanding securities or (2) the then outstanding
Common Stock (or other similar equity interest, in the case of a company other than a corporation), in either such case other than
as a result of an acquisition of securities directly from the Company; or


 


(b)     there shall
occur any consolidation or merger of the Company that would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation representing (either by remaining outstanding or by being converted into voting securities
of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately
after such merger or consolidation or ceasing to have the power to elect at least a majority of the board of directors or other
governing body of such surviving entity; or


 


(c)     there shall
occur (1) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged
by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity at least 50% of the combined voting power of the
voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their
ownership of the Company, as applicable, immediately prior to such sale, or (2) the approval by shareholders of the Company, as
applicable, of any plan or proposal for the liquidation or dissolution of the Company, as applicable; or


 


(d)     the members
of the Board of Directors of the Company (the “Board”) at the beginning of any consecutive 24-calendar-month
period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority
of the members of the Board; provided that any director whose election, or nomination for election by the Company’s
shareholders was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent
Director.


 


Notwithstanding the foregoing, a Change-in-Control
shall not be deemed to have occurred upon the sale, lease, exchange or other transfer by the Company or its direct and indirect
subsidiaries of (1) all of their collateral management agreements (or their rights thereunder) with respect to the assets owned
by the indirect subsidiaries of the Company that have issued CDO bonds that are outstanding as of the date hereof (the “CDO
Entities”), (2) all or substantially all of their interests in (or the underlying assets of) the CDO Entities, and/or
(3) all or substantially all of the assets of the Company and its direct and indirect subsidiaries relating to the CDO Entities
or the Company’s mortgage business generally.


 




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“Common
Stock” means the Company’s Common Stock, par value $.001 per share, either currently existing or authorized hereafter.


 


“Common
Stock Price” means, as of a particular date, the average of the Fair Market Values of one share of the Common Stock for
the thirty (30) trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading
day immediately preceding such date); provided that appropriate adjustment will be made if any of such trading days is the
ex-dividend date for a dividend or other distribution on the Common Stock and provided, further, that if such date
is the date upon which a Transactional Change-in-Control occurs, the Common Stock Price as of such date shall be equal to the fair
market value in cash, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in
the Transactional Change-in-Control for one share of Common Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” per share of Common Stock as of a particular date means (i) if shares of Common Stock are then listed on
a national stock exchange, the closing sales price per share on the exchange for such date, as determined by the Committee, (ii)
if shares of Common Stock are not then listed on a national stock exchange but are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for such date, as determined
by the Committee, or (iii) if shares of Common Stock are not then listed on a national stock exchange or traded on an over-the-counter
market, such value as the Committee in its discretion may in good faith determine; provided that, where the shares of Common
Stock are so listed or traded, the Committee may make such discretionary determinations where the shares of Common Stock have not
been traded for 10 trading days.


 


“Measurement
Stock Price” means, as of a particular date, the highest Common Stock Price where each of the days included in the 30-day
period used to calculate such Common Stock Price is within the period of one hundred and twenty (120) days immediately preceding
such date; provided, however, that if such date is the date upon which a Transactional Change-in-Control occurs,
the Measurement Stock Price shall be equal to the Common Stock Price on such date.


 


“Transactional
Change-in-Control” means (a) a Change-in-Control described in clause (a) of the definition thereof where the “person”
or “group” makes a tender offer for Common Stock, or (b) a Change-in-Control described in clauses (b) or (c)(1) of
the definition thereof.


 


7.            Miscellaneous.


 


		(a)	Amendments. This Agreement 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 Agreement is inconsistent with the Plan, this Agreement
shall govern.



 


		(c)	Entire Agreement. 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, except as set forth in
Sections 2(a), 3(b) and 5 above relating to certain provisions of the Employment Agreement.



 




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		(d)	Rules and Regulations. 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.



 


		(e)	Severability. In the event that one or more of the provisions of this Agreement 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 Agreement 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)	Rights of Grantee. This award shall be considered an “Other Equity-Based Award”
granted pursuant to Section 9 of the Plan. Except as expressly provided otherwise herein, Grantee shall not be deemed the holder
of, or have any of the rights of a holder with respect to, any shares of Common Stock that may be issued in respect of Stock Units
awarded hereunder unless and until such shares have actually been issued. Thereupon, Grantee shall have all the rights of a stockholder
with respect to such shares, including voting, dividend and other ownership rights.



 


		(h)	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 Agreement to continue to have Grantee as an officer or to employ Grantee and this
Agreement 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.



 


		(i)	No Waiver. The failure of Grantee or the Company to insist upon strict compliance with any
provision of this Agreement or the Plan, or to assert any right Grantee 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.



 


		(j)	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.



 




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		(k)	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 this Agreement, 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 Agreement 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 Agreement shall be binding upon the Company’s successors
and assigns, whether or not this Agreement is expressly assumed.



 


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IN WITNESS WHEREOF, the
undersigned have caused this Agreement 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 Unit Award]