UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 10-K/A

Amendment No. 2










| | x | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -----------------------------------------------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2013



or



| |  ̈ | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------------------------------------------

For the
transition period from          to         .



Commission File No. 1-32248










GRAMERCY PROPERTY TRUST INC.

(Exact name of registrant as specified
in its charter)










|Maryland                        |  | 06-1722127         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



|521 Fifth Avenue, 30th
    Floor, New York, NY 10175    
|--------------------------------------------------------
|(Address of principal executive offices)
    (Zip Code) 
|(212) 297-1000                                          
|(Registrant’s telephone number,
    including area code)










Securities registered pursuant to Section 12(b)
of the Act:



|Title
    of Each Class           |  | Name
    of Each Exchange on Which Registered
|--------------------------------- |  | ---------------------------------------------
|Common Stock, $0.001 Par Value    |  | New York Stock Exchange                      
|Series A Cumulative Redeemable    |  |                                              
|Preferred Stock, $0.001 Par Value |  | New York Stock Exchange                      



Securities registered pursuant to Section 12(g)
of the Act: None










Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ̈ | Accelerated filerx                                | Non-accelerated filer ̈ | Smaller reporting company ̈
|------------------------ | ------------------------------------------------- | ---------------------- | --------------------------
|                         | (Do not check if
    a smaller reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Nox



As of March 14, 2014,
there were 71,409,485 shares of the Registrant’s common stock outstanding. The aggregate market value of common stock held
by non-affiliates of the registrant (55,372,672 shares) at June 30, 2013, was $249,177,024. The aggregate market value was calculated
by using the closing price of the common stock as of that date on the New York Stock Exchange, which was $4.50 per share.










DOCUMENTS INCORPORATED BY REFERENCE

None.











EXPLANATORY NOTE



This Amendment No. 2 on Form 10-K/A (this
“Form 10-K/A”) amends the Annual Report on Form 10-K for the year ended December 31, 2013 of Gramercy Property Trust
Inc. filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2014 (as amended by Amendment No.
1 on Form 10-K/A filed with the SEC on March 31, 2014, the “Original Form 10-K”). This Form 10-K/A is being filed
to include certain information that was to be incorporated by reference from our definitive proxy statement (pursuant to Regulation
14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) for our 2014 Annual Meeting of
Stockholders (the “2014 Proxy Statement”). This Form 10-K/A hereby amends and restates in their entirety Items 10
through 14 of Part III of the Original Form 10-K as well as the cover page to remove the statement that information is being incorporated
by reference from the 2014 Proxy Statement.



Except as otherwise expressly noted herein
and the filing of related certifications, this Form 10-K/A does not amend any other information set forth in the Original Form
10-K, and we have not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date
of the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and our other
filings with the SEC.



Unless the context requires otherwise,
all references to “Gramercy,” “our Company,” “we,” “our” and “us”
mean Gramercy Property Trust Inc., a Maryland corporation, and one or more of its subsidiaries, including GPT Property Trust LP
(our “Operating Partnership”).















GRAMERCY PROPERTY TRUST INC.

FORM 10-K/A



TABLE OF CONTENTS



|10-K/A PART AND ITEM
    NO. | Page                                                                                              
|---------------------------- | --------------------------------------------------------------------------------------------------
|                             |                                                                                                   
|PART III                     |                                                                                                   
|                             |                                                                                                   
|ITEM 10.                     | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE                                        
|                             |                                                                                                   
|ITEM 11.                     | EXECUTIVE COMPENSATION                                                                            
|                             |                                                                                                   
|ITEM 12.                     | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                             |                                                                                                   
|ITEM 13.                     | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE                     
|                             |                                                                                                   
|ITEM 14.                     | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                            
|                             |                                                                                                   
|PART IV                      |                                                                                                   
|                             |                                                                                                   
|ITEM 15.                     | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                           



1







Part III





| | ITEM
                            10. | DIRECTORS,
                                         EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| | ------------------------------------ | -----------------------------------------------------------------------------------------------



The following table and biographical descriptions
set forth certain information with respect to the nominees for election as directors at the 2014 annual meeting of common stockholders,
based upon information furnished by each director. Following biographical information for the director nominees, we have provided
information regarding the specific experience, qualifications, attributes, or skills that have led us to determine that he should
serve as a director on our Board of Directors.



|Name               |  | Age |  | Director
    Since
|------------------ |  | --- |  | ------------------
|Nominee Directors  |  |     |  |                   
|Allan J. Baum      |  | 58  |  | 2004              
|Gordon F. DuGan    |  | 47  |  | 2012              
|Marc Holliday      |  | 47  |  | 2004              
|Gregory F. Hughes  |  | 51  |  | 2012              
|Jeffrey E. Kelter  |  | 59  |  | 2004              
|Charles S. Laven   |  | 62  |  | 2004              
|William H. Lenehan |  | 37  |  | 2012              



Nominees for Election



Allan J. Baum. Mr. Baum
has served as one of our directors since August 2004 and is currently the Chairman of the Board. Mr. Baum previously served as
our Lead Independent Director from June 2012 until January 2014 and as Chairman of a special committee of our Board, and currently
serves as a member of our Audit and Compensation Committees. Mr. Baum retired from Credit Suisse First Boston (“CSFB”)
in 2002, where he was a Managing Director and head of the structured finance unit for commercial mortgage-backed securities. Prior
to his ten years with CSFB, Mr. Baum served as a Vice President in the Real Estate Investment Bank of Citicorp, and held positions
in the tax-exempt housing finance and taxable mortgage finance areas of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Mr. Baum also currently serves as a director of Community Development Trust, a for-profit, mission-oriented real estate investment
trust. He previously served as Vice President of the Commercial Mortgage Securities Association. In addition, Mr. Baum served
as a director for National Consumer Cooperative Bank,  and also served on its audit committee. Mr. Baum received a B.A. degree in Government/Urban
Studies from Dartmouth College in 1978 and an M.B.A. in Finance from Columbia University Graduate School of Business in 1983.
Mr. Baum's qualifications to serve on our Board include his executive experience at CSFB and Citicorp, his relevant experience
serving on the boards and audit committees for a real estate investment trust and a financial institution and his extensive experience
of over 20 years in commercial real estate investment banking.



Gordon F. DuGan. Mr. DuGan
has been our Chief Executive Officer and served as one of our directors since July 2012. Mr. DuGan has over 20 years of senior
management experience in the real estate industry. From June 2011 to June 2012, he served as Global Head of Equity Real Estate
for a wholly-owned subsidiary of Annaly Capital Management (NYSE: NLY), a mortgage REIT. From June 2010 to June 2011, Mr. DuGan
served as Managing Partner of Northcliffe Asset Management (“Northcliffe”), which managed net leased commercial real
estate on behalf of private investors. From May 2004 to July 2010, he was Chief Executive Officer of W. P. Carey & Co. LLC
(NYSE: WPC) (“W. P. Carey”), a global investment firm with approximately $12.5 billion of assets under management,
and regarded as a leading provider of net lease financing for corporate properties. Prior to that, Mr. DuGan served in various
capacities with W.P. Carey, including as a director, as President and as Head of Investments. Mr. DuGan is a member of the Advisory
Boards of India 2020 Limited, a private equity firm investing in India, and of the Innocence Project. Mr. DuGan received his B.S.
degree in Economics from the Wharton School at the University of Pennsylvania. Mr. DuGan's qualifications to serve on our Board
include his extensive leadership skills and executive experience at the wholly-owned subsidiary of Annaly Capital Management,
Northcliffe and W. P. Carey, and his prior board experience.



2







Marc Holliday. Mr. Holliday
has served as one of our directors since August 2004 and was our President and Chief Executive Officer from August 2004 until
October 2008. Mr. Holliday has served on a special committee of our Board and also served on our Investment Committee from August
2004 until June 2010. Mr. Holliday became our consultant from October 2008 until April 2009 after stepping down from his positions
as our President and Chief Executive Officer in October 2008. Mr. Holliday is the Chief Executive Officer and a director of SL
Green Realty Corp. (NYSE: SLG) or SL Green. He previously served as Chief Investment Officer and President of SL Green. Prior
to joining SL Green, he was Managing Director and Head of Direct Originations for New York-based Capital Trust (NYSE: CT), a mezzanine
finance company. While at Capital Trust, Mr. Holliday was in charge of originating direct principal investments for the firm,
consisting of mezzanine debt, preferred equity and first mortgages. Mr. Holliday served in various management positions, including
Senior Vice President at Capital Trust's predecessor company, Victor Capital Group, a private real estate investment bank specializing
in advisory services, investment management, and debt and equity placements. Mr. Holliday received a B.S. degree in Business and
Finance from Lehigh University in 1988, and a M.S. degree in Real Estate Development from Columbia University in 1990. Mr. Holliday's
qualifications to serve on our Board include his extensive executive experience as Chief Executive Officer at SL Green, as our
former President and Chief Executive Officer, his long-time leadership skills in various management positions of various companies,
as well as his deep exposure in the real estate industry.



Gregory F. Hughes. Mr. Hughes
has served as one of our directors since December 2012. He previously served as our Chief Credit Officer from 2004 to 2008. From
November 2010 to present, Mr. Hughes has served as a Principal for Roscommon Capital Limited Partnership, a financial advisory
and investment firm. Mr. Hughes also served as the Chief Operating Officer of SL Green from 2007 to 2010 and its Chief Financial
Officer from 2004 to 2010, responsible for finance, capital markets, investor relations and administration. Prior to joining SL
Green, Mr. Hughes was Managing Director and Chief Financial Officer of the private equity real estate group at JP Morgan Partners.
Mr. Hughes was also a Partner and Chief Financial Officer of Fortress Investment Group, an investment and asset management firm,
which managed a real estate private equity fund of approximately $900.0 million and a NYSE listed real estate investment trust
with assets in excess of $1.3 billion. While at Fortress Investment Group, Mr. Hughes was actively involved in evaluating a broad
range of real estate equity and structured finance investments and arranged various financings to facilitate acquisitions and
fund recapitalizations. Mr. Hughes also served as Chief Financial Officer of Wellsford Residential Property Trust and Wellsford
Real Properties, where he was responsible for the firm’s financial forecasting and reporting, treasury and accounting functions,
capital markets and investor relations. While at Wellsford Residential Property Trust, Mr. Hughes was involved in numerous public
and private debt and equity offerings and during his tenure Wellsford Residential Property Trust became one of the first real
estate investment trusts to obtain an investment grade rating. Prior to that, Mr. Hughes worked at Kenneth Leventhal & Co.,
a public accounting firm specializing in real estate and financial services. Mr. Hughes received a B.S. degree in Accounting from
the University of Maryland and is a Certified Public Accountant. Mr. Hughes' qualifications to serve on our Board include his
extensive experience serving as an officer for various public companies and his financial and accounting skills as a Certified
Public Accountant.



Jeffrey E. Kelter. Mr. Kelter
has served as one of our directors since August 2004. Mr. Kelter also serves as the Chairman of our Compensation Committee, as
well as a member of our Nominating and Corporate Governance and Investment Committees. Mr. Kelter has also served on a special
committee of our Board. Mr. Kelter has been a senior partner of KTR Capital Partners since 2004. Previously, Mr. Kelter was President
and Chief Executive Officer and a trustee of Keystone Property Trust (“Keystone”), an industrial REIT. He has over
20 years of experience in all phases of commercial real estate including development and third-party management. Prior to forming
Keystone, he served as President and Chief Executive Officer of Penn Square Properties, Inc. (“Penn Square”) in Philadelphia,
Pennsylvania, a real estate company which he founded in 1982. At Penn Square, he developed, owned, managed and leased more than
4.5 million square feet of office and warehouse projects throughout the Pennsylvania and New Jersey markets. Mr. Kelter received
a B.A. from Trinity College. Mr. Kelter's qualifications to serve on our Board include his executive experience as President and
Chief Executive Officer of Keystone and Penn Square, and his experience of over 20 years in commercial real estate.



3







Charles S. Laven. Mr. Laven
has been one of our directors since August 2004. In addition, Mr. Laven is the Chairman of our Nominating and Corporate Governance
Committee, as well as a member of our Audit and Compensation Committees. Mr. Laven has been the President of Forsyth Street Advisors
LLC, a New York based company specializing in real estate finance and consulting, since July 2003. Previously, Mr. Laven was a
partner of Hamilton, Rabinovitz, & Alschuler, Inc. (“HR&A”), a financial, policy and management consulting
firm focusing on complex housing finance, real estate, economic development and strategic planning problems. Mr. Laven also served
as principal of Caine Gressel Midgley Slater Incorporated and Charles Laven and Associates. Mr. Laven also currently serves as
chairman of the Urban Homesteading Assistance Board and as a director for Citizens Housing and Planning Council. Mr. Laven holds
a B.S. degree in Architectural Design from the Massachusetts Institute of Technology. Mr. Laven was a Loeb Fellow in Advanced
Environmental Affairs at the Harvard University School of Design. Mr. Laven is an Adjunct Professor of Real Estate at Columbia
University's Graduate School of Architecture Planning and Preservation and has been a member of the faculty of Columbia University
since 1981. Mr. Laven's qualifications to serve on our Board include his extensive leadership skills and executive experience
at Forsyth Street Advisers LLC and HR&A, his intellectual acumen as a Columbia faculty member and his prior board experience
at various companies and organizations.



William H. Lenehan. Mr.
Lenehan served as a director beginning in January 2012 pursuant to the then-existing rights of holders of our Series A Preferred
Stock to elect one director to our Board. Effective January 13, 2014, concurrent with the payment of all accrued and unpaid dividends
on our Series A Preferred Stock, Mr. Lenehan’s term as a preferred stock director ceased and he was re-appointed as a director
of our company. He also has served as a special advisor to the board of Evoq Properties, Inc. since June 2012. From June 2011
to December 2011, Mr. Lenehan was the Interim Chief Executive Officer of MI Developments, Inc., a real estate operating company,
and served as a member of the Board of Directors of MI Developments, Inc. and its Strategic Review Committee. From August 2001
to February 2011, Mr. Lenehan was an investment professional at Farallon Capital Management, L.L.C. in the real estate group,
where he was involved with numerous private equity investments in the real estate sector, including office buildings, residential
land, resort communities, mixed use properties and retail properties. Mr. Lenehan has served as a director and an audit committee
member of Stratus Properties Inc. (NASDAQ: STRS), a real estate development company, since May 2012. Mr. Lenehan has a B.A. in
economics and classics from Claremont McKenna College. Mr. Lenehan’s qualifications to serve on our Board include his extensive
real estate investment and management experience and public company director experience.



Biographical Information Regarding Executive Officers Who
Are Not Directors



Benjamin P. Harris. Mr.
Harris has been our President since August 2012, and served as our Chief Investment Officer from July 2012 until August 2012.
Mr. Harris served as the Head of U.S. Net Lease Investments for a wholly-owned subsidiary of Annaly Capital Management from June
2011 to June 2012 and has over 15 years of experience sourcing, underwriting and closing sale-leaseback and net lease transactions.
Mr. Harris served as the Head of US Investments of Northcliffe from October 2010 to June 2011, and as Head of US Investments of
W. P. Carey from September 2005 to October 2010. Mr. Harris previously served in various capacities at W.P. Carey from 1999 through
2010. Mr. Harris graduated from the University of King's College and Dalhousie University in Canada. He is a CFA charter holder
and a member of the New York Society of Securities Analysts. Mr. Harris is 39 years old.



Jon W. Clark. Mr. Clark
has been our Chief Financial Officer and Treasurer since April 2009. He has also been our Chief Accounting Officer since March
2009. Prior to his election as our Chief Accounting Officer, Mr. Clark served as our Vice President and Controller from June 2007
until March 2009. Previously, Mr. Clark was a Director at BlackRock Financial Management where he managed the accounting and finance
department for real estate debt products. During that time, Mr. Clark also served as Assistant Treasurer at Anthracite Capital,
Inc., which was a publicly traded mortgage REIT that specialized in subordinate commercial mortgage-backed securities. Prior to
joining BlackRock Financial Management, Mr. Clark was a Vice President at Cornerstone Properties, Inc. (acquired by Equity Office
Properties in 2000) where he established its internal audit department. Mr. Clark is a Certified Public Accountant and obtained
his public accountancy experience as a manager in the national real estate practices of Arthur Andersen LLP and BDO Seidman LLP.
Mr. Clark holds a B.B.A. degree in Accountancy from Western Michigan University. Mr. Clark is 45 years old.



Edward J. Matey Jr.Mr.
Matey has been our Executive Vice President and General Counsel since April 2009 and our Secretary since April 2013. From April
2008 until April 2009, Mr. Matey served as Senior Vice President and General Counsel of our Realty Division. Mr. Matey was Executive
Vice President and General Counsel of American Financial Realty Trust from September 2002 until April 2008, when we acquired American
Financial Realty Trust. Prior to that, he was a real estate attorney at Morgan, Lewis & Bockius LLP where he served as a partner
from October 1991 to September 2002 and an associate from November 1986 to October 1991. Mr. Matey received his B.S. from Saint
Joseph’s University and his J.D. from Villanova University School of Law. Mr. Matey is 60 years old.



Our Board of Directors and Its Committees



Our Board of Directors currently consists
of seven members. Each of our directors serves for a term that lasts until the next annual meeting of common stockholders, and
until their successor, if any, is duly elected or appointed and qualifies. Each of our directors are subject to annual election
by holders of our common stock. Accordingly, our common stockholders will be asked to elect seven directors at our annual meeting.



4







Our Board of Directors has
affirmatively determined that Messrs. Allan J. Baum, Jeffrey E. Kelter, Gregory F. Hughes, Charles S. Laven and William H.
Lenehan, representing a majority of its members, are independent of our management, as such term is defined by the rules of
the NYSE and the SEC. In determining director independence, our Board of Directors considers all relevant facts and
circumstances, the NYSE listing standards, as well as our director independence criteria. Under the NYSE listing standards,
no director qualifies as independent unless our Board of Directors affirmatively determines that the director has no material
relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with
us. No arrangement or understanding exists between any director or executive officer and any other person or persons pursuant
to which any director or executive officer was, or is, to be selected as a director or nominee.



Our Board of Directors held seven meetings
during fiscal year 2013. During fiscal year 2013, each of the directors then serving on our Board of Directors attended at least
75% aggregate of (i) the total number of meetings of our Board of Directors while they were on our Board of Directors and (ii)
the total number of meetings of the committees of our Board of Directors on which directors served. In addition, our directors
also met several times in strategic sessions to discuss our overall strategic business plan. The non-executive directors also
regularly hold executive sessions in which our management does not participate. For a discussion of the leadership structure of
our Board of Directors and its role in risk oversight, see “Corporate Governance Matters” in this report.



Audit Committee. We have
a standing Audit Committee, consisting of Messrs. Hughes (Chairman), Baum and Laven, each of whom is “independent”
within the meaning of the rules of the NYSE and the SEC and each of whom meet the financial literacy standard required by the
rules of the NYSE. Our Board of Directors has determined that Mr. Gregory F. Hughes is an “audit committee financial expert”
as defined in rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002, as amended. Our Audit Committee is responsible
for, among other things, engaging our independent registered public accounting firm, reviewing with the independent registered
public accounting firm the plans and results of their audit engagement, approving professional services to be provided by the
independent registered public accounting firm, reviewing the independence of the auditors, considering the range of audit and
non-audit fees, reviewing the adequacy of our internal controls, accounting and reporting practices and assessing the quality
and integrity of our consolidated financial statements. The function of our Audit Committee is oversight. Our management is responsible
for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over
financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies
and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.
Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial
statements, reviews of our quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q, annually
auditing management's assessment of the effectiveness of internal control over financial reporting and other procedures. Our Board
of Directors has adopted a written charter for our Audit Committee, a copy of which is available on our website at www.gptreit.com.
Additional information regarding the functions performed by our Audit Committee is set forth in the “Audit Committee Report”
included in this report. Our Audit Committee held seven meetings during fiscal year 2013.



Compensation Committee.
We have a standing Compensation Committee, consisting of Messrs. Kelter (Chairman), Baum and Laven, each of whom is “independent”
within the meaning of the rules of the NYSE. Our Compensation Committee is responsible for, among other things: (1) reviewing
and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and such other executive
officers that may be designated by our Chief Executive Officer, evaluating the performance of such officers in light of such goals
and objectives, and determining and approving the compensation of such officers based on these evaluations; (2) approving the
compensation of our other executive officers; (3) recommending to our Board of Directors for approval the compensation of the
non-employee directors; (4) administering the issuance of any award under our Amended and Restated 2004 Equity Incentive Plan
(our “2004 Equity Incentive Plan”) and our 2012 Inducement Equity Incentive Plan; and (5) reviewing the Compensation
Discussion and Analysis for inclusion in the 2014 Proxy Statement. Compensation decisions for our executive officers and directors
are made by our Compensation Committee. Our Compensation Committee has retained FTI Consulting, Inc. (“FTI”) as our
compensation consultant to provide it with relevant market data concerning the marketplace, our peer group and other compensation
developments. See “Executive Compensation — Compensation Discussion and Analysis.” Our Board of Directors
has adopted a written charter for our Compensation Committee, a copy of which is available on our website at www.gptreit.com.
Our Compensation Committee held four meetings during fiscal year 2013.



Nominating and Corporate
Governance Committee. We have a standing Nominating and Corporate Governance Committee, consisting of Messrs. Laven
(Chairman), Lenehan and Hughes, each of whom is “independent” within the meaning of the rules of the NYSE. Our
Nominating and Corporate Governance Committee is responsible for, among other things, assisting our Board of Directors in
identifying individuals qualified to become Board members, recommending to our Board of Directors the director nominees to be
elected at each annual meeting of stockholders, recommending to our Board of Directors the directors to serve on each of our
Board of Directors' committees, developing and recommending to our Board of Directors the corporate governance principles and
guidelines applicable to our company and directing our Board of Directors in an annual review of its performance. Our Board
of Directors has adopted a written charter for our Nominating and Corporate Governance Committee, a copy of which is
available on our website at www.gptreit.com. Our Nominating and Corporate Governance Committee held two meetings
during fiscal year 2013.



Investment Committee. We
have a standing Investment Committee currently consisting of Messrs. Lenehan (Chairman), DuGan and Kelter. All real estate investments,
dispositions and financings must be approved by a committee consisting of our most senior officers, including the affirmative
vote of our Chief Executive Officer. Real estate investments and dispositions at a loss (based on book value at the time of sale)
having a transaction value greater than $20.0 million must also be approved by the Investment Committee of our Board of Directors.
Our full board of directors must approve all such transactions having a value greater than $50.0 million. Additionally, the Investment
Committee of our Board of Directors must approve non-recourse financings greater than $20.0 million and our full Board of Directors
must approve all recourse financings, regardless of amount, and non-recourse financings greater than $50.0 million. Our Investment
Committee held five meetings during fiscal year 2013.



5







CORPORATE GOVERNANCE
MATTERS



This section contains information about
a variety of our corporate governance policies and practices. In this section, you will find information about how we are complying
with the NYSE's corporate governance rules that were approved by the SEC. We are committed to operating our business under strong
and accountable corporate governance practices. Our Board of Directors reviews these guidelines and other aspects of our corporate
governance periodically. You are encouraged to visit the corporate governance section of the “Investor Relations — Corporate
Governance” page of our corporate website at www.gptreit.com to view or to obtain copies of our committee charters,
code of business conduct and ethics, corporate governance principles and director independence standards. The information found
on, or accessible through, our website is not incorporated into, and does not form a part of, this report or any other report
or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of the respective charters of our
committees, code of business conduct and ethics, corporate governance principles and director independence standards by directing
your request in writing to Gramercy Property Trust Inc., 521 Fifth Avenue, 30th Floor, New York, New York 10175- 0003,
Attention: Investor Relations. Additional information relating to the corporate governance of our company is also included in
other sections of this report.



Corporate Governance Guidelines



Our Board of Directors has adopted Corporate
Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our Board of Directors
carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines are director qualification
standards, director responsibilities, director access to management and independent advisors, director compensation, director
orientation and continuing education, management succession, annual performance evaluation of our Board of Directors, management
responsibilities and meeting procedures. These guidelines meet or exceed the listing standards adopted by the NYSE, on which our
common stock is listed. Our Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing
the adequacy of the Corporate Governance Guidelines and will recommend, as appropriate, proposed changes to our Board of Directors.



Board of Directors Leadership Structure



Our Board of Directors recognizes that
one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight
of management. It understands that there is no single, generally accepted approach to providing board leadership and that given
the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant.



Our Board of Directors consists of a majority
of independent and non-executive directors and our Board of Directors has appointed Mr. Baum as Chairman, effective January 16,
2014, to coordinate the activities of our Board of Directors and to assure effective corporate governance in managing the affairs
of our Board of Directors and us. Mr. Baum had been our lead independent director since 2012. These independent and non-executive
directors, under the leadership and coordination of the Chairman, meet regularly in executive session without the presence of
management or interested directors in order to promote discussion among the independent and non-executive directors and to assure
independent oversight of management. Our Chairman (i) presides at all meetings of the independent directors and any Board of Directors
meeting when the Chief Executive Officer is not present, including executive sessions of the independent and non-executive directors,
(ii) approves and informs the Chief Executive Officer as to the quality and timeliness of information sent to our Board of Directors
and the appropriateness of meeting agenda items, (iii) serves as the primary liaison between the independent and non-executive
directors and the Chief Executive Officer, (iv) holds a principal role in the evaluation of our Board of Directors and the evaluation
of the Chief Executive Officer, (v) recommends to our Board of Directors and its committees the hiring and retention of any consultants
that report directly to our Board of Directors, (vi) responds directly to stockholder questions or inquiries directed to the Chairman
or the independent and non-executive directors as a group, (vii) upon request and when appropriate, ensures he is available for
direct communication with major stockholders, and (viii) performs other duties as our Board of Directors may from time to time
delegate. In addition, our Board committees, which oversee critical matters such as the integrity of our financial statements,
the compensation of executive management, and the development and implementation of corporate governance policies, each consist
entirely of independent directors. Therefore, our Board of Directors believes that its majority independent composition and the
strength of our independent and non-executive directors, under the leadership and coordination of the Chairman, provide effective
corporate governance at our Board of Directors level and independent oversight of both our Board of Directors and our executive
officers. The current leadership structure, when combined with the functioning of the independent and non-executive director component
of our Board of Directors and our overall corporate governance structure, strikes an appropriate balance between strong and consistent
leadership and independent oversight of our business and affairs. As part of its annual self-assessment, our Board of Directors
will consider whether the current leadership structure continues to be optimal for us and our stockholders.



6







Board of Directors' Role in Risk Oversight



Our Board of Directors is responsible
for the oversight of our risk management. Our Board of Directors is involved in risk oversight through direct decision-making
authority with respect to significant matters and the oversight of management by our Board of Directors and its committees. In
particular, our Board of Directors administers its risk oversight function through (i) the review and discussion of regular periodic
reports to our Board of Directors and its committees on topics relating to the risks that we face, including, among others, market
conditions, tenant/borrower concentrations and credit worthiness, leasing activity and expirations, loan defaults and maturities,
liquidity, compliance with debt covenants, management of debt maturities, access to debt and equity capital markets, existing
and potential legal claims against us and various other legal, regulatory, accounting, and strategic matters relating to our business,
(ii) the required approval by our Board of Directors (or a committee thereof) of significant transactions and other decisions,
including, among others, acquisitions and dispositions of properties, originations and acquisitions of loans, new borrowings and
the appointment and retention of our senior management, (iii) the direct oversight of specific areas of our business by the Compensation,
Audit and Nominating and Corporate Governance Committees, and (iv) regular periodic reports from our auditors and other outside
consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a REIT
for tax purposes and our internal control over financial reporting. Our Board of Directors also relies on management to bring
significant matters impacting us to its attention.



Our Board of Directors oversees and monitors
our risk management framework and actively reviews risks that may be material to us. As part of this oversight process, our Board
of Directors regularly receives reports from management on areas of material risk to us. Our Board of Directors receives these
reports from the appropriate sources within our company to enable it to understand our risk identification, risk management and
risk mitigation strategies. To the extent applicable, our Board of Directors and its committees coordinate their risk oversight
roles. Our Board of Directors recognizes that it is not possible to identify all of the risks that may affect us or to develop
processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of us, our Board
of Directors interacts with and reviews reports from, among others, our executive officers, our chief compliance officer, our
independent registered public accounting firm, our outside corporate counsel, our compensation consultant and a variety of other
financial and other advisors, as appropriate, regarding risks faced by us and applicable risk controls. Our Board of Directors
may, at any time and in its discretion, change the manner in which they conduct risk oversight. The goal of these processes is
to achieve serious and thoughtful board-level attention to our risk management process and framework, the nature of the material
risks we face and the adequacy of our risk management process and framework designed to respond to and mitigate these risks.



Code of Business Conduct and Ethics



Our Board of Directors has adopted a Code
of Business Conduct and Ethics as required by the listing standards of the NYSE that applies to our directors and executive officers
and our employees. The Code of Business Conduct and Ethics was designed to assist our directors and executive officers and our
employees in complying with the law, in resolving moral and ethical issues that may arise and in complying with our policies and
procedures. Among the areas addressed by the Code of Business Conduct and Ethics are compliance with applicable laws, conflicts
of interest, use and protection of our company's assets, confidentiality, communications with the public, accounting matters,
records retention, fair dealing, discrimination and harassment and health and safety. A copy of the Code of Business Conduct and
Ethics is accessible, free of charge at our website, www.gptreit.com. If we grant waivers from or make amendments to the
Code of Business Conduct and Ethics that are required to be disclosed pursuant to the Exchange Act or applicable listing requirements,
we will make those disclosures on our website within four business days following the date of such waiver or amendment.



Audit Committee Financial Expert



Our Board of Directors has determined
that our Audit Committee has at least one “audit committee financial expert,” as defined in Item 407(d)(5) of SEC
Regulation S-K, such expert being Gregory F. Hughes, and that he is “independent,” as that term is used in Item 7(d)(3)(iv)
of Schedule 14A under the Exchange Act. Our Board of Directors has determined that Mr. Hughes is an “audit committee financial
expert” as defined in rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002, as amended.



Communications with Our Board of Directors



We have a process by which stockholders
and/or other parties may communicate with our Board of Directors, our Chairman, our independent and non-executive directors as
a group or our individual directors (including the independent and non-executive directors). Any such communications may be sent
to our Board of Directors, our Chairman or any named individual director (including the independent and non-executive directors),
by U.S. mail or overnight delivery and should be directed to the Secretary at Gramercy Property Trust Inc., 521 Fifth Avenue,
30th Floor, New York, New York 10175-0003, who will forward such communications on to the intended recipient or recipients.
Our General Counsel will review each communication received in accordance with this process to determine whether the communication
requires immediate action. These officers will forward all appropriate communications received, or a summary of such communications,
to the appropriate member(s) of our Board of Directors. However, we reserve the right to disregard any communication that our
General Counsel determine is unduly hostile, threatening or illegal, does not reasonably relate to us or our business, or is similarly
inappropriate. These officers have the authority to disregard any inappropriate communications or to take other appropriate actions
with respect to any such inappropriate communications. Any such communications may be made anonymously.



7







Whistleblowing and Whistleblower Protection Policy



Our Audit Committee has established procedures for (1) the
receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters
and (2) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
If you wish to contact our Audit Committee to report complaints or concerns relating to our financial reporting, you may do so
in writing to the Chairman of our Audit Committee, c/o Secretary, Gramercy Property Trust Inc., 521 Fifth Avenue, 30th
Floor, New York, New York 10175-0003. Any such communications may be made anonymously.



Director Attendance at Annual Meetings



We encourage members of our Board of Directors
to attend each annual meeting of stockholders. Messrs. Baum, DuGan and Laven attended our annual meeting of stockholders held
on June 25, 2013.



Identification of Director Candidates



Our Nominating and Corporate Governance Committee assists our
Board of Directors in identifying and reviewing director candidates to determine whether they qualify for membership on our Board
of Directors and for recommending to our Board of Directors the director nominees to be considered for election at our annual
meetings of stockholders.



Each director candidate must have (i)
education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to our
business or to our status as a publicly-owned company, (ii) a reputation for integrity, (iii) a reputation for exercising good
business judgment and (iv) sufficient available time to be able to fulfill his or her responsibilities as a member of our Board
of Directors and of any committees to which he or she may be appointed.



In making recommendations to our Board
of Directors, our Nominating and Corporate Governance Committee considers such factors as it deems appropriate. These factors
may include judgment, skill, diversity, education, experience with businesses and other organizations comparable to our company,
the interplay of the candidate's experience with the experience of other Board members, the candidate's industry knowledge and
experience, the ability of a nominee to devote sufficient time to our affairs, any actual or potential conflicts of interest and
the extent to which the candidate generally would be a desirable addition to our Board of Directors and any of its committees.
Attributes that our Nominating and Corporate Governance Committee consider include: (i) prior experience on our Board of Directors
and other relevant board level experience; (ii) real estate industry experience; (iii) transactional experience, especially within
the real estate industry; (iv) relevant experience in property operations; (v) financial expertise; (vi) legal and/or regulatory
experience; (vii) knowledge of and experience with corporate governance matters; (viii) experience with executive compensation
matters; and (ix) prior experience in risk management.



While we do not have a formal written
diversity policy, our Nominating and Corporate Governance Committee considers diversity of race, ethnicity, gender, age, cultural
background, professional experiences and expertise and education in evaluating director candidates for Board membership. We believe
that considerations of diversity are, and will continue to be, an important component relating to the composition of our Board
of Directors as multiple and varied points of view contribute to a more effective decision-making process.



When considering current directors for
re-nomination to our Board of Directors, our Nominating and Corporate Governance Committee takes into account the performance
of each director. Our Nominating and Corporate Governance committee also reviews the composition of our Board of Directors in
light of the current challenges and needs of our Board of Directors and us, and determines whether it may be appropriate to add
or remove individuals after considering, among other things, the need for audit committee expertise and issues of independence,
judgment, age, skills, background and experience.



Our Nominating and Corporate Governance
Committee may solicit and consider suggestions of our directors or management regarding possible nominees. Our Nominating and
Corporate Governance Committee may also procure the services of outside sources or third parties to assist in the identification
of director candidates.



Our Nominating and Corporate Governance
Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee
will apply the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted
by members of our Board of Directors. Any recommendations by stockholders should follow the procedures outlined under “Stockholder
Proposals” in the 2014 Proxy Statement and should also provide the reasons supporting a candidate's recommendation, the
candidate's qualifications and the candidate's written consent to being considered as a director nominee. No director candidates
were recommended by holders of our common stock for election at the 2014 annual meeting.



8







Executive Sessions of Independent and Non-Executive Directors



In accordance with the Corporate Governance
Guidelines, the independent and non-executive directors serving on our Board of Directors generally meet in executive session
after each regularly scheduled meeting of our Board of Directors or our Audit Committee without the presence of any directors
or other persons who are part of our management. The executive sessions regularly are chaired by our Chairman of the Board.



Disclosure Committee



We maintain a Disclosure Committee consisting
of members of our executive management and senior staff. The purpose of the Disclosure Committee is to oversee our system of disclosure
controls, assist and advise the Chief Executive Officer and Chief Financial Officer in making the required certifications in SEC
reports and evaluate our company's internal control function. The Disclosure Committee was established to bring together on a
regular basis representatives from our core business lines and employees involved in the preparation of our financial statements
to discuss any issues or matters of which the members are aware that should be considered for disclosure in our public SEC filings.
The Disclosure Committee reports to our Chief Executive Officer and, as appropriate, to our Audit Committee. The Disclosure Committee
meets quarterly and otherwise as needed.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires
our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file
reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and persons who own more than 10%
of a registered class of our equity securities are required to furnish us with copies of all Section 16(a) forms that they file.
To our knowledge, based solely on review of the copies of such reports furnished to us, all Section 16(a) filing requirements
applicable to our executive officers, directors and persons who own more than 10% of a registered class of our equity securities
were filed on a timely basis in 2013, except for the following filings by certain of our directors: (1) Messrs. Baum, Kelter,
Laven and Lenehan: late Form 4 filings on January 11, 2013, April 12, 2013 and July 19, 2013; (2) Mr. Holiday: late Form 4 filings
on February 7, 2013, April 23, 2013 and August 6, 2013; and (3) Mr. Hughes: late Form 3 filing on January 23, 2013 and late Form
4 filings on January 15, 2013, April 12, 2013 and July 19, 2013.



9







ITEM 11.	EXECUTIVE COMPENSATION



Compensation Discussion and Analysis



This section discusses the principles
underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies
and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to, and earned
by, our named executive officers and places in perspective the data presented in the tables and narrative that follow.



Throughout this report, the individuals
who served as our Chief Executive Officer, President, Chief Financial Officer, and Executive Vice President and General Counsel
during our 2013 fiscal year are referred to as the "named executive officers," or our "executives."



Overview

Summary of Actions Taken During 2013



During 2013, we took the following actions
related to our executive compensation and corporate governance policies:



| | · | conducted a shareholder outreach program to solicit reactions
                                         to our executive compensation program;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted annual procedures to identify individual and
                                         corporate annual performance metrics to be used by our Compensation Committee to measure
                                         and quantify executive performance when determining annual incentive compensation bonuses;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted a policy to prohibit directors and officers from
                                         hedging, pledging and margining their shares of company stock;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted stock ownership guidelines for our chief executive
                                         officer and other executive officers based on a multiple of base salary;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted a stock ownership guidelines for our non-employee
                                         directors based on multiples of the annual cash retainer for our non-employee directors;
                                         and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted a majority voting policy in the election of directors.
| | - | --------------------------------------------------------------



Our common stock experienced an increase of approximately 89%
in 2013 and our common stock’s total shareholder return (“TSR”) was approximately 130% and 106% during the respective
two and three year periods ended December 31, 2013. A chart illustrating our common stock’s TSR compared to the performance
of Standard & Poor’s 500 Composite Index and the NAREIT All REIT index for a five year period, is presented below. This
chart assumes $100 invested on January 1, 2008 and assumes the reinvestment of dividends.



10











In March 2014, we resumed payment of a
dividend to our common stockholders after a hiatus of more than five years by declaring a quarterly dividend of $0.035 per common
share for the first quarter of 2014. We also declared and paid a first quarter 2014 dividend to our Series A Preferred stockholders.
In January 2014, we paid in full the accrued and unpaid dividends on our Series A Preferred Stock and began the timely payment
of the quarterly preferred dividends beginning with the dividend due January 15, 2014.



11







Objectives of Our Compensation Program



As a fully-integrated, self-managed commercial
real estate investment and asset management company, we operate in a highly competitive market. We seek to maintain a total compensation
package that provides fair, reasonable and competitive compensation for our executives, while allowing us the flexibility to differentiate
actual pay based on individual and organizational performance.



Our Compensation Committee, in consultation
with our Chief Executive Officer and external compensation consultant, sets our compensation philosophy, which has been structured
to achieve the following objectives:



| | · | to attract and retain talented individuals capable of
                                         performing at a high level in a market that remains highly competitive and who have the
                                         motivation, experience and skills necessary to lead us effectively;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to provide performance-based compensation that creates
                                         a strong alignment of management and stockholder interest to create long-term stockholder
                                         value;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to motivate our executives to manage our business to
                                         meet and appropriately balance our short- and long-term objectives;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to hold executives accountable for their level of success
                                         in attaining specific goals set for them individually;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to maintain flexibility and discretion to allow us to
                                         recognize the unique characteristics of our operations and strategy, and our prevailing
                                         business environment, as well as changing labor market dynamics; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to achieve an appropriate risk-reward balance in our
                                         compensation programs that does not incentivize unnecessary or excessive risk taking.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Based on these objectives, we place significant
emphasis on annual and long-term performance-based incentive compensation, including base salaries, annual cash and equity incentives
and long-term equity-based incentive awards, which are designed to reward our executives based on the achievement of predetermined
company and individual goals.



Our Compensation Committee is committed
to the ongoing review and evaluation of the executive officer compensation levels and program. It is our Compensation Committee's
view that compensation decisions are complex and best made after a deliberate review of company and individual performance, as
well as industry compensation levels. Consistent with this view, our Compensation Committee annually assesses our performance
within the context of the industry's overall performance and internal performance standards and evaluates individual executive
officer performance relative to the performance expectations for their respective position and role within our company. In addition,
our Compensation Committee benchmarks from time to time the total compensation provided to our executive officers to industry-based
compensation practices. While it is our Compensation Committee's goal to provide compensation opportunities that reflect company
and individual performance and that are competitive within industry standards, a specific target market position for executive
officer pay levels has not been established.



Setting Executive Compensation



Our Compensation Committee determines
compensation for our named executive officers and is comprised of three independent directors: Jeffrey E. Kelter (Chairman), Allan
J. Baum and Charles S. Laven. Our Compensation Committee exercises independent discretion in respect of executive compensation
matters and administers our 2004 Equity Incentive Plan and our 2012 Inducement Equity Incentive Plan (including reviewing and
approving equity grants to our executives pursuant to these plans). Our Compensation Committee operates under a written charter
adopted by our Board of Directors, a copy of which is available on our website at www.gptreit.com.



Our Compensation Committee has retained
FTI Consulting, Inc. (“FTI”), an outside compensation consulting firm, to assist it in evaluating, formulating and
benchmarking our compensation programs. FTI provides our Compensation Committee and Chief Executive Officer with relevant market
data concerning the marketplace, our peer group and other compensation developments. FTI participates in our Compensation Committee
meetings and meets with our named executive officers and certain of our directors. Our Compensation Committee has the authority
to replace FTI or hire additional consultants at any time. It is important to understand that the compensation market data and
ranges provide only a reference point for our Compensation Committee. Depending upon our business and individual performance results,
a named executive officer's total direct compensation may be within, below or above the market range for that position. FTI also
provides additional professional services, including financial outsourcing and tax consulting services, to us and receives market-based
compensation with respect to these services. In 2013, we paid approximately $15,891 to FTI in connection with such non-compensation
based services.



12







Our Compensation Committee determines
the total compensation and the allocation of such compensation among base salary, annual incentive awards and long-term incentive
compensation as well as allocation of such items among cash and equity compensation for our Chief Executive Officer. With respect
to the compensation of other named executive officers, our Compensation Committee solicits recommendations from our Chief Executive
Officer regarding compensation and reviews his recommendations. We do not have a pre-established policy for the allocation between
either cash and non-cash compensation or annual and long-term incentive compensation.



Our Compensation Committee met four times
during 2013 to evaluate executive performance and to monitor market conditions in light of these goals and objectives, to solicit
input from the compensation consultant on market practices and new developments and to review our compensation practices. During
this decision making process, our Compensation Committee reviews tally sheets that detail each executive officer's compensation
history. The tally sheets help our Compensation Committee to track changes in an executive officer's total direct compensation
from year to year and to remain aware of the compensation historically paid to each executive officer. Ultimately, we rely upon
our judgment about each of our named executive officers and not on formulas or short-term changes in business performance or our
stock price. The key factors affecting our judgment are TSR, change in earnings and funds from operations, actual performance
against the financial, operational and strategic goals we set at the beginning of the year, the nature and level of responsibility
of each executive officer and the integrity and effort with which such executive officer conducts his responsibilities. Our Compensation
Committee regularly reports to our Board of Directors.



What Our Compensation Program is Designed to Reward



Our Compensation Committee has designed
our compensation program to (i) attract and retain talented individuals capable of performing at a high level in a market that
remains highly competitive and who have the motivation, experience and skills necessary to lead our company effectively, (ii)
provide performance-based compensation that creates a strong alignment of management and stockholder interest to create long-term
stockholder value, (iii) motivate our executives to manage our business to meet and appropriately balance our short- and long-term
objectives, (iv) hold executives accountable for their level of success in attaining specific goals set for them individually,
(v) maintain flexibility and discretion to allow us to recognize the unique characteristics of our operations and strategy, and
our prevailing business environment, as well as changing labor market dynamics, and (vi) achieve an appropriate risk-reward balance
in our compensation programs that does not incentivize unnecessary or excessive risk taking. We expect to perform at the highest
levels of the equity real estate investment trust (“REIT”) sectors. Our Compensation Committee rewards the achievement
of our and the individual executive's specific annual, long-term and strategic goals. Our Compensation Committee measures performance
on an absolute basis against financial and other measures and on relative basis by comparing our performance against other equity
REITs generally and against the REIT industries specifically. Comparative performance is an important metric since market conditions
may affect the ability to meet specific performance criteria.



Role of Executive Officers in Compensation Decisions



Our Chief Executive Officer annually reviews
the performance of each of the other named executive officers. He also considers the recommendations of the compensation consultant.
Based on this review and input, our Chief Executive Officer makes compensation recommendations to our Compensation Committee for
all named executive officers other than himself, including recommendations for performance targets, base salary adjustments, the
discretionary components of our short-term cash incentive compensation, and long-term equity-based incentive awards. Our Compensation
Committee considers these recommendations along with data and input provided by its other advisors. Our Compensation Committee
retains full discretion to set all compensation for the named executive officers.



2013 Advisory Vote to Approve Executive Compensation



At our 2013 annual meeting of stockholders,
which we held in June 2013, the advisory vote to approve executive compensation received the favorable support of our stockholders
(approximately 90.03% of votes cast). Our Compensation Committee has interpreted this vote to mean that our stockholders were
generally supportive of our executive compensation philosophy and programs, particularly as it relates to the compensation packages
we granted in June 2012 to our new management team, which are heavily weighted with performance-based incentives.



Our Compensation Committee values the
opinions of our common stockholders. During 2013 we took the following actions related to our executive compensation and corporate
governance policies:



| | · | conducted a shareholder outreach program to solicit reactions
                                         to our executive compensation program and corporate governance policies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted a policy to prohibit directors and officers from
                                         hedging, pledging and margining their shares of company stock;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted stock ownership guidelines for our chief executive
                                         officer to be based on a multiple of base salary;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted stock ownership guidelines for our non-employee
                                         directors to be based on multiples of the annual retainer for our non-employee directors;
                                         and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13







| | · | adopted a majority voting policy in the election of directors.
| | - | --------------------------------------------------------------



Additionally, in April 2013 our Chief
Executive Officer, Gordon F. DuGan, unilaterally and unconditionally waived his right to receive payment of the $200,000 balance
of his 2012 signing bonus.



Measuring 2013 Performance



Gramercy was founded in 2004 as a specialty
finance REIT focused on originating and acquiring loans and securities related to commercial and multifamily properties. In July
2012, following a strategic review, our Board announced a repositioning of Gramercy as an equity REIT focused on acquiring and
managing income producing net leased real estate. To reflect this transformation, in April 2013 we changed our name from Gramercy
Capital Corp. to Gramercy Property Trust Inc. and changed our ticker symbol to “GPT” on the New York Stock Exchange.



Company Repositioning Milestones



We have achieved a number of important
milestones during 2013:



Sold Specialty Finance Business/Assets and Reduced Costs



•     In
March 2013, we sold our collateral management and sub- special servicing contracts for our three collateralized debt obligations,
or CDOs, disposed of certain non-core legacy assets and exited the commercial real estate finance business; and,



•     We
downsized our New York City headquarters office, closed one satellite property management office, reduced employee headcount,
rebid our professional consulting and insurance contracts and reduced annual run rate management, general and administrative expenses,
or MG&A expenses.



Raised Capital and Repaid Accrued Preferred Stock Dividends



•     In
September 2013, we entered into a $100.0 million senior secured credit facility which was increased to $150.0 million
in February 2014;



•     In
October 2013, we issued and sold 11.5 million shares of our common stock in a private placement at a price of $4.11 per share,
resulting in total net proceeds to us of approximately $45.5 million;



•     In
December 2013, our Board declared, and in January 2014 we paid in full, the accrued and unpaid dividends on our Series A
Cumulative Redeemable Preferred Stock, or Series A Preferred Stock, and began the timely payment of quarterly preferred dividends
thereon beginning with the dividend due January 15, 2014, positioning us to re-commence dividends on our common stock;



•     Our
Board declared a quarterly dividend, after a hiatus of more than five years, of $0.035 per share of common stock for the first
quarter of 2014, payable on April 15, 2014 to holders of record as of the close of business on March 31, 2014; and



•     In
March 2014, we completed a private offering of $115.0 million aggregate principal amount of the Operating Partnership’s
3.75% Exchangeable Senior Notes due 2019.   The notes have an initial exchange price of approximately $6.20 per share
of our common stock, exchangeable, under certain circumstances, for cash, for shares of our common stock or for a combination
of cash and shares of the our common stock.  The notes may be redeemed by us, in certain circumstances, on or after March
20, 2017.



Assembled a High-Quality Net Leased Portfolio



As of December 31, 2013, we have
acquired, directly or through joint ventures, a portfolio that consists of 107 industrial, office and specialty properties totaling
approximately 7.8 million square feet. As of December 31, 2013, our portfolio has the following characteristics:



•     99.1%
occupancy;



•     a
weighted average remaining lease term of 11.7 years (based on annualized base rent);



•     53.5%
investment grade tenancy (includes subsidiaries of non- guarantor investment grade parent companies) (based on annualized base
rent);



•     Industrial
portfolio comprised of 4.2 million aggregate rentable square feet with an average base rent per square foot of $5.33;



14







•     Office
portfolio comprised of 3.4 million aggregate rentable square feet with an average base rent per square foot of $9.53 (including
the properties we own through joint ventures);



•     Specialty
asset portfolio of three improved sites comprised of 186 acres of land and 256 thousand aggregate rentable square feet of
building space that we lease to a car auction services company, a bus depot and a rental car company; and



•     Top
five tenants by annualized base rent include: Bank of America, N.A. or Bank of America, guaranteed by Bank of America Corp. (31%);
Adesa Texas, Inc., guaranteed by KAR Holdings, Inc. (11%); EF Transit, Inc., guaranteed by Monarch Beverage Co., Inc.
(6%); AMCOR Rigid Plastics USA, Inc., guaranteed by Amcor Limited (6%); and Preferred Freezer Services of Hialeah, LLC,
guaranteed by Preferred Freezer Services, LLC (5%). Our lease with Preferred Freezer Services of Hialeah, LLC starts upon
completion of construction of the facility currently expected in the second quarter of 2014.



During the first quarter of 2014, we completed
one acquisition:



•     In
February 2014, we acquired a 115 thousand square foot industrial property located in Des Plaines, Illinois for a purchase
price of approximately $6.3 million. The property is leased to one tenant through October 2025.



We did not make any equity award grants
to our named executive officers in respect of their 2013 performance except for (i) the restricted stock and restricted stock
unit grants made to our new management team under their employment contracts in June 2012 and (ii) restricted stock and restricted
stock unit grants made to our Chief Financial Officer, Executive Vice President and General Counsel and certain other senior officers
in March 2013. Seventy-five percent of all of these grants are subject to the achievement of performance based vesting hurdles
over a five-year period. We also granted five-year performance-based LTIP units to our new management team in June 2012 and to
our Chief Financial Officer, Executive Vice President and General Counsel and certain other senior officers on March 2013. For
a more detailed description of these awards, see “—Employment and Noncompetition Agreements” below.



Elements of Our Compensation Program and Why We Chose
Each Element



Our executive compensation program has been structured to provide
short- and long-term incentives that promote continuing improvements in our financial performance and return to our stockholders.
The elements of our executive compensation are primarily comprised of three elements: annual base salary, annual incentive awards,
which may include cash and equity bonuses, and long-term equity incentives:



Annual Base Salaries. Annual base
salaries provide our named executive officers with a minimum level of compensation for services rendered during the fiscal year.
For each of our named executive officers in 2013, annual base salaries were paid in accordance with the employment agreements
between us and such named executive officers. Base salaries are reviewed annually, but are not automatically increased if we feel
that incentive awards are more appropriate means of rewarding and incentivizing performance.



Annual Incentive Awards. Annual
incentive awards are provided in the form of cash and equity bonuses designed to focus a named executive officer on achieving
key corporate objectives (both individual and company-based), to motivate certain desired individual behaviors and to reward substantial
achievement of these objectives and individual goals. While our Compensation Committee does not set fixed hurdles or “automatic
triggers” that entitle our executive officers to formulaic bonuses, commencing in 2013, our Compensation Committee, in consultation
with our Chief Executive Officer, did adopt specifically identified individual and corporate annual performance metrics to be
used by our Compensation Committee to measure and quantify executive performance when determining annual incentive awards. For
2013, these metrics include, but are not limited to, (i) completion of identified corporate transactions, (ii) managing identified
business units to specified levels of profitability, (iii) growing the company’s net operating income through the acquisition
of net lease properties, (iv) achieving targeted reductions in our corporate management, general and administrative expenses,
(v) achieving targeted adjusted FFO thresholds and (vi) achieving a targeted common stock equity capitalization for the company.
Cash incentive bonuses and equity incentive awards are discretionary, thereby allowing for the opportunity for greater compensation
when performance is superior and lower compensation when performance is less successful.



Long-Term Incentives. Long-term
equity incentives have historically been provided to our named executive officers through the grant of restricted stock awards,
stock options, LTIP Units or performance awards pursuant to our 2004 Equity Incentive Plan. The grant of equity awards links a
named executive officer's compensation and net worth directly to the performance of our stock price. This encourages our named
executive officers to make decisions with an ownership mentality. The vesting provisions of these equity awards (generally two
to four years) are designed to act as a retention device and to provide a strong incentive to the executives to increase stockholder
value long after they performed the services in the year for which the equity awards were granted.



15









Our compensation program does not include
any significant personal benefits or perquisites for our named executive officers beyond benefits offered to our employees generally.
We do not maintain any retirement or pension plans for our named executive officers or other employees, other than our 401(k)
plan that is available to our employees generally.



Our Compensation Committee has full authority
to administer and interpret our 2004 Equity Incentive Plan and the 2012 Inducement Equity Incentive Plan, to authorize the granting
of awards, to determine the eligibility of employees, directors, executive officers, advisors, consultants and other personnel,
to determine the terms, provisions and conditions of each award, and to take any other actions and make all determinations that
it deems necessary or appropriate in connection with our 2004 Equity Incentive Plan and the 2012 Inducement Equity Incentive Plan
or the administration or interpretation thereof.



How Each Element and Our Decisions Regarding Each Element
Fit Into Our Overall Compensation Objectives and Affect Decisions Regarding Other Elements



Our compensation program seeks to reward
our named executive officers for superior performance, which is competitive with the compensation paid to named executive officers
at other public REITs and other private commercial real estate investors in the New York City commercial real estate market, while
closely aligning the interests of our named executive officers with the interests of our stockholders.



Our compensation structure for our Chief
Executive Officer and President include (i) market-level base salaries, (ii) annual incentive compensation to be determined by
the Compensation Committee in its sole discretion based upon the Compensation Committee’s determination of the executive’s
level of accomplishment each year of identified individual and corporate goals and (iii) long-term incentive compensation in the
form of restricted stock, restricted stock unit and LTIP unit grants. Significant elements of our Chief Executive Officer’s
and President’s five-year employment contracts that were executed in June 2012 include the following:



| | · | seventy-five percent of the equity awards granted to
                                         our new Chief Executive Officer and President are subject to the achievement of performance-based
                                         vesting hurdles based on absolute increases in our FFO or stock price during the five-year
                                         vesting period in addition to continued employment;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the LTIP units granted to our new Chief Executive Officer
                                         and President require achievement of a minimum vesting hurdle of $5.00 per share (i.e.,
                                         a 100% increase over our $2.50 per share price on June 29, 2012) and a maximum vesting
                                         hurdle of $9.00 per share (i.e., a 260% increase over our June 29, 2012 closing price)
                                         over the five-year term of the plan;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | our Chief Executive Officer’s employment contract
                                         required him to purchase from us, and immediately prior to commencing as our Chief Executive
                                         Officer he did purchase, 1,000,000 shares of our common stock at market pricing using
                                         his personal funds without any reimbursement or other financial assistance from us; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | in April 2013, our Chief Executive Officer unilaterally
                                         and unconditionally waived his right to receive the $200,000 unpaid portion of his signing
                                         bonus to eliminate any notion that his compensation package included a “guaranteed”
                                         bonus component.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Compensation Committee believes that
the compensation packages granted to our new management team are competitive and comprehensive and that they create a strong alignment
of management and stockholder interests.



Following the new management team’s
completion of its strategic review of our legacy assets and operations, and our Board’s implementation of the decision to
exit the real estate finance business, our Compensation Committee, in consultation with our Chief Executive Officer and the Compensation
Committee’s external compensation consultant, expanded the long-term incentive compensation program designed for the new
management team to include our Chief Financial Officer, Executive Vice President and General Counsel, and two other officers that
will play a critical and on-going role in the successful execution of our new business strategy. In connection therewith, in March
2013 the Compensation Committee took the following actions:



| | · | granted to our Chief Financial Officer, Jon W. Clark,
                                         Executive Vice President and General Counsel, Edward J. Matey Jr., and two other senior
                                         officers, restricted stock and restricted stock units, 75% of which vest over a five-year
                                         period subject to the achievement of performance-based vesting hurdles based on absolute
                                         increases in our FFO or stock price during the five-year vesting period in addition to
                                         continued employment; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | granted to Mr. Clark, Mr. Matey and two other senior
                                         officers LTIP units that vest over a five-year period subject to the same minimum and
                                         maximum vesting hurdles that apply to the LTIP units granted to the new management team.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Compensation Committee believes that
granting predominantly performance-based long-term incentive compensation to our Chief Executive Officer and other senior officers
who will play a critical and on-going role in the successful execution of our new business strategy is in the best interests of
our shareholders and creates a strong alignment of management and stockholder interests.



16







Changes to Our Compensation Program in 2013



Jon W. Clark. In March 2013, we
granted Jon W. Clark, our Chief Financial Officer, 25,000 time-vested restricted shares of our common stock (“RSAs”),
75,000 performance-based restricted stock units (“RSUs”) and $1.0 million maximum value LTIP units (“LTIP Units”).
Mr. Clark's equity awards will vest on the same schedule, in the same proportion, and on the same conditions as the equity awards
for Messrs. DuGan and Harris as described below under “—Employment and Retention Agreements”, except that the
stock increase vesting thresholds for Mr. Clark’s RSUs are somewhat higher than the thresholds for Messrs. DuGan and Harris
to reflect the higher per share value of our stock in March 2013 as compared to July 1, 2012 and Mr. Clark’s time-vested
RSAs and performance based RSUs are scheduled to vest on December 15th of each year as opposed to June 30th.



Edward J. Matey Jr. In March 2013,
we granted Edward J. Matey Jr., our General Counsel, 25,000 time-vested RSAs, 75,000 performance-based RSUs and $1.0 million maximum
value LTIP Units. Mr. Matey’s equity awards will vest on the same schedule, in the same proportion, and on the same conditions
as the equity awards for Messrs. DuGan and Harris as described below under “—Employment and Retention Agreements”,
except that the stock increase vesting thresholds for Mr. Matey’s RSUs are somewhat higher than the thresholds for Messrs.
DuGan and Harris to reflect the higher per share value of our stock in March 2013 as compared to July 1, 2012 and Mr. Matey’s
time-vested RSAs and performance based RSUs are scheduled to vest on December 15th of each year as opposed to June 30th.



No changes were made during 2013 to the
compensation program for Gordon F. DuGan, our Chief Executive Officer, or Benjamin P. Harris, our President.



The terms of the LTIP Units awarded to
Messrs. Clark and Matey under the 2012 Outperformance Plan are described below under “— Equity Compensation Plan Information — 2012
Outperformance Plan.”



Other Matters



Tax and Accounting Treatment. Our
Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”). Section 162(m) limits the deductibility on our tax return of compensation
over $1.0 million to any of our named executive officers unless, in general, the compensation is paid pursuant to a plan which
is performance-related, non-discretionary and has been pre-approved by our stockholders. Our Compensation Committee's policy with
respect to Section 162(m) is to make every reasonable effort to ensure that compensation is deductible to the extent permitted
while simultaneously providing our executives with appropriate compensation for their performance. We paid compensation to certain
of our named executive officers during 2011, a portion of which may be nondeductible under the limitations set forth in Section
162(m). Our Compensation Committee may make compensation payments that are not fully deductible if in its judgment such payments
are necessary to achieve the objectives of our compensation program.



We account for stock-based payments through
our 2004 Equity Incentive Plan in accordance with the requirements of FASB ASC Topic 718.



Adjustments for Certain Items.
Our Compensation Committee has not considered whether it would attempt to recover compensation awards or payments based on our
financial performance where our financial statements are restated in a downward direction sufficient to reduce the amount of such
awards or payments that should have been made or paid under applicable criteria.



Other Policies



During 2013 we took the following actions
related to our executive compensation and corporate governance policies:



| | · | conducted a shareholder outreach program to solicit
                                         reactions to our executive compensation program and corporate governance policies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted annual procedures specifically identifying individual
                                         and corporate annual performance metrics to be used by our Compensation Committee to
                                         measure and quantify executive performance when determining annual incentive compensation
                                         bonuses;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted a policy to prohibit directors and officers
                                         from hedging, pledging and margining their shares of company stock;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted stock ownership guidelines for our chief executive
                                         officer to be based on a multiple of base salary;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted stock ownership guidelines for our non-employee
                                         directors to be based on multiples of the annual retainer for our non-employee directors;
                                         and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adopted a majority voting policy in the election of
                                         directors.
| | - | -------------------------------------------------------------------------------------------------------



17







Compensation Risk Assessment



Our Compensation Committee oversaw the
performance of a risk assessment of our executive compensation programs to ascertain any potential material risks that may be
created by the compensation program. Because performance-based incentives play a large role in our executive compensation program,
it is important to ensure that these incentives do not result in our named executive officers taking actions that may conflict
with our long term interests. Our Compensation Committee considered the findings of the assessment conducted internally and concluded
that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to its
overall business strategy and do not encourage executives to take unnecessary or excessive risks. Our Compensation Committee considered
the following attributes of the program:



| | · | the balance between short- and long-term incentives;                                                                                                                                                                                                                                                                                
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | consideration of qualitative as well as quantitative performance
    factors in determining compensation payouts, including minimum and maximum performance thresholds, funding that is based on
    actual results measured against pre-approved financial and operational goals and metrics that are clearly defined in all plans;
| | · | the use of different types of equity compensation awards that provide
    a balance of incentives;                                                                                                                                                                                                                                  
| | · | incentive compensation with a large stock component where value
    is best realized through long-term appreciation of stockholder value; and                                                                                                                                                                                       
| | · | incentive compensation components that are paid or vest over an
    extended period.                                                                                                                                                                                                                                                



Our Compensation Committee focuses primarily
on the compensation of our named executive officers because risk-related decisions depend predominantly on their judgment. Our
Compensation Committee believes that risks arising from our policies and practices for compensation of other employees are not
reasonably likely to have a material adverse effect on us.



Compensation Committee Report



The Compensation Committee (the “Compensation
Committee”) of the Board of Directors of Gramercy Property Trust Inc. (the “Company”) has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and
discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in the Company's proxy statement.



| | Submitted by the Compensation Committee
| | ---------------------------------------
| |                                        
| | Jeffrey E. Kelter (Chairman)           
| | Allan J. Baum                          
| | Charles S. Laven                       
| |                                        
| | April 29, 2014                         



18







Summary Compensation Table



The following table* sets forth information
regarding the compensation paid to, and the compensation expense we recognized with respect to, our named executive officers during
the fiscal year ended December 31, 2013.



|                                             |  |      |  |  |           |         |  |          |   |         |                 |  |   | Option    |  |  | Non-EquityIncentive |   |  | All Other       |   |   |       | 
|-------------------------------------------- |  | ---- |  |  | --------- | ------- |  | -------- | - | ------- | --------------- |  | - | --------- |  |  | ------------------- | - |  | --------------- | - | - | ----- | 
|Name And Principal
    Position              |  | Year |  |  | Salary($) |         |  | Bonus($) |   |         | StockAwards (1) |  |   | Awards(2) |  |  | PlanCompensation    |   |  | Compensation(3) |   |   | Total | 
|Gordon F. DuGan                              |  | 2013 |  |  | $         | 750,000 |  |          | $ | 200,000 |                 |  | $ | —         |  |  | $                   | — |  |                 | $ | — |       | 
|Chief Executive Officer                      |  | 2012 |  |  | $         | 375,000 |  |          | $ | 200,000 |                 |  | $ | 2,850,000 |  |  | $                   | — |  |                 | $ | — |       | 
|                                             |  | 2011 |  |  |           | —       |  |          |   | —       |                 |  |   | —         |  |  |                     | — |  |                 |   | — |       | 
|Benjamin P. Harris                           |  | 2013 |  |  | $         | 600,000 |  |          | $ | 500,000 |                 |  | $ | —         |  |  | $                   | — |  |                 | $ | — |       | 
|President                                    |  | 2012 |  |  | $         | 300,000 |  |          | $ | 75,000  |                 |  | $ | 1,710,000 |  |  | $                   | — |  |                 | $ | — |       | 
|                                             |  | 2011 |  |  |           | —       |  |          |   | —       |                 |  |   | —         |  |  |                     | — |  |                 |   | — |       | 
|Jon W. Clark                                 |  | 2013 |  |  | $         | 300,000 |  |          | $ | 300,000 |                 |  | $ | 514,500   |  |  | $                   | — |  |                 | $ | — |       | 
|Chief Financial Officer                      |  | 2012 |  |  | $         | 275,000 |  |          | $ | 300,000 |                 |  | $ | —         |  |  | $                   | — |  |                 | $ | — |       | 
|                                             |  | 2011 |  |  |           | 275,000 |  |          |   | 325,000 |                 |  |   | 165,000   |  |  |                     | — |  |                 |   | — |       | 
|Edward J. Matey Jr.                          |  | 2013 |  |  | $         | 455,000 |  |          | $ | 125,000 |                 |  | $ | 514,500   |  |  | $                   | — |  |                 | $ | — |       | 
|Executive Vice President and General Counsel |  | 2012 |  |  | $         | 444,597 |  |          | $ | 125,000 |                 |  | $ | —         |  |  | $                   | — |  |                 | $ | — |       | 
|                                             |  | 2011 |  |  |           | 444,597 |  |          |   | 75,000  |                 |  |   | 165,000   |  |  |                     | — |  |                 |   | — |       | 
|Michael G. Kavourias                         |  | 2013 |  |  | $         | 103,654 |  |          | $ | 850,000 |                 |  | $ | —         |  |  | $                   | — |  |                 | $ | — |       | 
|Former Executive Vice President and          |  | 2012 |  |  | $         | 385,000 |  |          | $ | 750,000 |                 |  | $ | —         |  |  | $                   | — |  |                 | $ | — |       | 
|Chief Legal Officer                          |  | 2011 |  |  |           | 385,000 |  |          |   | 600,000 |                 |  |   | 275,000   |  |  |                     | — |  |                 |   | — |       | 



| | * | The
                                         column for “Change in Pension Value and Nonqualified Deferred Compensation Earnings”
                                         has been omitted because it is not applicable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | Amounts shown do not reflect compensation
    actually received by the named executive officers. Instead, the amounts shown are the aggregate grant date fair value of restricted
    stock, restricted stock units awards and/or LTIP Units issued to the executives in 2013, 2012, and 2011, respectively, as
    determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the grant date value of such awards for 2013,
    2012, and 2011 are set forth under Notes 2 and 13 of the Notes to Consolidated Financial Statements included in our Annual
    Reports on Form 10-K for the years ended December 31, 2013, 2012, and 2011, which were filed with the SEC on March 17, 2014,
    March 18, 2013, and March 15, 2012, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | No stock option awards were issued
    to the named executive officers in 2013, 2012, and 2011.
| | --- | -----------------------------------------------------------------------------------------------



| | (3) | The table below shows the components
    of this column.                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                     
| | (4) | Mr. Kavourias’s term of employment
    as our Executive Vice President and Chief Legal Officer ended March 29, 2013.



|Name                 |  | Year |  |  | 401(K)
    MatchingContributions (a) |       |  | Term
    LifeInsurancePremiums(b) |   |   | SeverancePayment(c) |  |   | CarAllowance(d) |  |  | Total “All OtherCompensation” |      
|-------------------- |  | ---- |  |  | ------------------------------------ | ----- |  | --------------------------------- | - | - | ------------------- |  | - | --------------- |  |  | ----------------------------- | -----
|Gordon F. DuGan      |  | 2013 |  |  | $                                    | 7,500 |  |                                   | $ | - |                     |  | $ | -               |  |  | $                             | -    
|Benjamin P. Harris   |  | 2013 |  |  |                                      | 7,650 |  |                                   |   | - |                     |  |   | -               |  |  |                               | -    
|Jon W. Clark         |  | 2013 |  |  |                                      | 7,650 |  |                                   |   | - |                     |  |   | -               |  |  |                               | 1,500
|Edward J. Matey Jr.  |  | 2013 |  |  |                                      | 7,650 |  |                                   |   | - |                     |  |   | -               |  |  |                               | 1,500
|Michael G. Kavourias |  | 2013 |  |  |                                      | -     |  |                                   |   | - |                     |  |   | 7,974           |  |  |                               | -    
|                     |  |      |  |  |                                      |       |  |                                   |   |   |                     |  |   |                 |  |  |                               |      
|Gordon F. DuGan      |  | 2012 |  |  | $                                    | -     |  |                                   | $ | - |                     |  | $ | -               |  |  | $                             | -    
|Benjamin P. Harris   |  | 2012 |  |  |                                      | -     |  |                                   |   | - |                     |  |   | -               |  |  |                               | -    
|Jon W. Clark         |  | 2012 |  |  |                                      | 7,500 |  |                                   |   | - |                     |  |   | -               |  |  |                               | 9,000
|Edward J. Matey Jr.  |  | 2012 |  |  |                                      | 7,500 |  |                                   |   | - |                     |  |   | -               |  |  |                               | 9,000
|Michael G. Kavourias |  | 2012 |  |  |                                      | -     |  |                                   |   | - |                     |  |   | -               |  |  |                               | -    
|                     |  |      |  |  |                                      |       |  |                                   |   |   |                     |  |   |                 |  |  |                               |      
|Gordon F. DuGan      |  | 2011 |  |  | $                                    | -     |  |                                   | $ | - |                     |  | $ | -               |  |  | $                             | -    
|Benjamin P. Harris   |  | 2011 |  |  |                                      | -     |  |                                   |   | - |                     |  |   | -               |  |  |                               | -    
|Jon W. Clark         |  | 2011 |  |  |                                      | 7,350 |  |                                   |   | - |                     |  |   | -               |  |  |                               | -    
|Edward J. Matey Jr.  |  | 2011 |  |  |                                      | 7,350 |  |                                   |   | - |                     |  |   | -               |  |  |                               | 9,000
|Michael G. Kavourias |  | 2011 |  |  |                                      | -     |  |                                   |   | - |                     |  |   | -               |  |  |                               | -    



| | (a) | Represents our company's matching contributions
    with respect to amounts earned by the named executive officer under our 401(k) plan. Our 401(k) matching contributions are
    credited in the year subsequent to which employees make their contributions. Our 401(k) match is available to our employees
    generally.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Mr. DuGan’s employment contract
    provides for the reimbursement of certain term life insurance premiums. No amounts have been submitted to the company for
    reimbursement.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19







| | (c) | Represents accrued and unused vacation
    time paid on March 29, 2013 at the end of Mr. Kavourias’s term of employment.                                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                           
| | (d) | Represents car allowance paid pursuant
    to Mr. Clark’s employment agreement and to Mr. Matey. Each of Mr. Clark and Mr. Matey elected to forgo receipt of a
    car allowance subsequent to March 2013.



2013 Grants of Plan-Based Awards



The following table sets forth certain
information with respect to each grant of an award made to a named executive officer in the fiscal year ended December 31, 2013.



|                    |  |            |           |  | Estimated Future Payouts
    Under Equity Incentive Plan Awards (#) |   |         |              |  |   |             | 
|------------------- |  | ---------- | --------- |  | ------------------------------------------------------------------- | - | ------- | ------------ |  | - | ----------- | 
|Name                |  | Grant Date |           |  | Threshold ($/#)                                                     |   |         | Target ($/#) |  |   | Maximum (#) | 
|                    |  |            |           |  |                                                                     |   |         |              |  |   |             | 
|Gordon F. DuGan     |  |            | -         |  |                                                                     |   | -       |              |  |   | -           | 
|Benjamin P. Harris  |  |            | -         |  |                                                                     |   | -       |              |  |   | -           | 
|Jon W. Clark        |  |            | 3/12/2013 |  |                                                                     |   | -       |              |  |   | -           | 
|                    |  |            | 3/12/2013 |  |                                                                     |   | 15,000  |              |  |   | 75,000      | 
|                    |  |            | 3/12/2013 |  |                                                                     | $ | 200,000 |              |  | $ | 600,000     | 
|Edward J. Matey Jr. |  |            | 3/12/2013 |  |                                                                     |   | -       |              |  |   | -           | 
|                    |  |            | 3/12/2013 |  |                                                                     |   | 15,000  |              |  |   | 75,000      | 
|                    |  |            | 3/12/2013 |  |                                                                     | $ | 200,000 |              |  | $ | 600,000     | 










| | (1) | Represents
                                         restricted stock units granted in to such executive, which are subject to vesting based
                                         on the achievement of performance-based vesting hurdles and continued employment over
                                         a five-year period. See “—Compensation Discussion & Analysis—how
                                         each element and our decisions regarding each element fit into our overall compensation
                                         objectives and affect decisions regarding other elements” for a description of
                                         these awards. The "Maximum ($/#)" column represents the maximum number of restricted
                                         stock units that could be earned. The "Target ($/#)" column represents the
                                         number of restricted stock units that would be earned if we achieved the same per year
                                         stock appreciation during the five-year vesting period as we did from the beginning of
                                         the vesting period through year-end 2013. The "Threshold ($/#)" column represents
                                         the number of restricted stock units that would be earned if the performance-based vesting
                                         hurdles were only achieved during the first year of the five-year vesting period.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Awards
                                         will be paid to each executive in LTIP Units with a value equal to the dollar amount
                                         earned by such executive under the plan. See “Compensation discussion and analysis–how
                                         each element and our decisions regarding each element fit into our overall compensation
                                         objectives and affect decisions regarding other elements” for a description of
                                         these awards.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20







Outstanding Equity Awards at Fiscal Year-End 2013



The following table sets forth certain
information with respect to all outstanding equity awards held by each named executive officer as of December 31, 2013.



|                        |  | Option
    Awards                 |       |     | Stock
    Awards        | 
|----------------------- |  | --------------------------------- | ----- | --- | ----------------------- | 
|                        |  | Number
    ofSecuritiesUnderlying |       |     | Number
    ofSecurities | 
|                        |  | Unexercised                       |       |     | Underlying              | 
|                        |  | Options                           |       |     | Unexercised             | 
|                        |  | (#)                               |       |     | (#)                     | 
|Name                    |  | Exercisable                       |       |     | Unexercisable           | 
|Gordon
    F. DuGan     |  |                                   |       |     |                         | 
|Benjamin P. Harris      |  |                                   |       |     |                         | 
|Jon W. Clark            |  |                                   |       |     |                         | 
|                        |  |                                   | 5,403 | (4) |                         | 
|                        |  |                                   | 5,403 | (5) |                         | 
|Edward J. Matey
    Jr. |  |                                   |       |     |                         | 



| | (1) | Pursuant
                                         to Mr. DuGan's employment agreement, we granted Mr. DuGan, 250,000 restricted shares
                                         of our common stock, 750,000 RSUs and an award under the 2012 Outperformance Plan on
                                         July 1, 2012. The restricted shares of common stock will vest in five equal installments
                                         on June 30, 2013 and each of the first four anniversaries of such date provided that
                                         Mr. DuGan remains employed by us through each such date. The RSUs are scheduled to vest
                                         in five equal installments on June 30, 2013 and each of the first four anniversaries
                                         of such date; provided that the RSUs will only vest if both (i) Mr. DuGan remains employed
                                         by us through the applicable vesting date and (ii) we achieve either a performance hurdle
                                         based on FFO during the prior year, with agreed upon adjustments, or a common stock price
                                         hurdle.                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | The award granted under the 2012 Outperformance
                                         Plan is subject to performance –based vesting hurdles based on our stock appreciation
                                         during a four-year performance period and, if the performance-based vesting is met under
                                         the 2012 Outperformance Plan, the awards will remain subject to vesting requirements
                                         based on continued employment, with 50% scheduled to vest on June 30, 2016 and 50% scheduled
                                         to vest on June 30, 2017 subject to continued employment through such dates. See "—2012
                                         Outperformance Plan" for a description of the terms of the 2012 Outperformance Plan.
                                         The amounts set forth in the Equity Incentive Plan Awards column above are based on the
                                         estimated number of RSUs and LTIP Units that will be earned if we achieve the same per
                                         year stock appreciation during the applicable performance period under the RSUs and 2012
                                         Outperformance Plan as we did from the beginning of each performance period on July 1,
                                         2012 through year-end 2012.



| | (2) | In
                                         connection with Mr. Harris’ appointment, we granted Mr. Harris 150,000 restricted
                                         shares of our common stock, 450,000 RSUs and an award under the 2012 Outperformance Plan.
                                         Mr. Harris’ equity awards will vest on the same schedule, in the same proportion,
                                         and on the same conditions as the equity awards for Mr. DuGan, as described above.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In
                                         March 2013, we granted to each of Mr. Clark and Matey Jr., 25,000 time-vested RSAs, 75,000
                                         performance-based RSUs and $1.0 million maximum value LTIP Units. These equity awards
                                         will vest on the same schedule, in the same proportion, and on the same conditions as
                                         the equity awards for Messrs. DuGan and Harris as described above, except that the stock
                                         increase vesting thresholds for Messrs. Clark and Matey’s RSUs are somewhat higher
                                         than the thresholds for Messrs. DuGan and Harris to reflect the higher per share value
                                         of our stock in March 2013 as compared to July 1, 2012 and Messrs. Clark and Matey’s
                                         time-vested RSAs and performance based RSUs are scheduled to vest on December 15th of
                                         each year as opposed to June 30th.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes
                                         an option award granted on June 28, 2007, which vested in three equal annual installments
                                         beginning on June 28, 2008.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes
                                         an option award granted on December 31, 2007, a third of which vested immediately upon
                                         grant and the remaining portion vested in two equal annual installments beginning on
                                         December 31, 2008.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Based
                                         on a price of $5.75 per share/unit, which was the closing price on the New York Stock
                                         Exchange of one share of our common stock on December 31, 2013. Assumes that the
                                         value of LTIP Units on a per unit basis is equal to the per share value of our common
                                         stock.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21







Option Exercises and Stock Vested



The following table sets forth certain
information with respect to the exercise of stock options, stock appreciation rights (“SARs”), and similar instruments,
and the vesting of stock, including restricted stock, restricted stock units and similar instruments for each named executive
officer during the fiscal year ended December 31, 2013.



|                    |  | Option Awards                                 |   |  | Stock Awards                      |  
|------------------- |  | --------------------------------------------- | - |  | --------------------------------- | -
|Name                |  | Number of Shares Acquired on
    Exercise (#) |   |  | Value Realized onExercise(1)  ($) |  
|Gordon F. DuGan     |  |                                               | - |  |                                   | $
|Benjamin P. Harris  |  |                                               | - |  |                                   | $
|Jon W. Clark        |  |                                               | - |  |                                   | $
|Edward J. Matey Jr. |  |                                               | - |  |                                   | $



| | (1) | Amounts reflect the difference between the exercise
                                         price of the option and the market price at the time of exercise.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Amounts reflect the market value of the stock on the
                                         day the stock vested.
| | --- | -------------------------------------------------------------------------------------------------------------------



Pension Benefits



Our named executive officers received
no benefits in fiscal year 2013 from us under defined pension or defined contribution plans. See “— Summary Compensation
Table.”



Nonqualified Deferred Compensation



We do not have a nonqualified deferred
compensation plan that provides for deferral of compensation on a basis that is not tax-qualified for our named executive officers.



Potential Payments upon Termination
or Change in Control



General



We maintain employment agreements with
Messrs. DuGan, Clark and Harris. This section discusses the amount of compensation payable to our named executive officers and
current executive officers upon termination of the executive officer's employment (i) by us with “Cause,” (ii) by
the named executive officer without “Good Reason,” (iii) by us without “Cause,” (iv) by the named executive
officer with “Good Reason,” (v) in the event of death or “Disability” of the named executive officer or
(vi) in connection with a “Change-in-Control” of us (each, a “Triggering Event”) as described below. The
following discussion assumes such termination was effective as of December 31, 2013 and estimates the amounts that would be paid
out in such circumstances if the applicable agreement had then been in effect.



22







Employment and Retention Agreements



Each of Messrs. DuGan, Harris and Clark
have entered into employment agreements with us. Illustrated below are the severance provisions associated with each Triggering
Event discussed above.



Gordon F. DuGan. Mr. DuGan's employment
agreement has a term commencing on July 1, 2012 and ending on June 30, 2017, with an automatic renewal for a single one-year period
unless either party delivers three months' prior written notice of non-renewal under the agreement. The agreement provides for
an annual salary of no less than $750,000 and such discretionary annual bonuses as we, in our sole discretion, may deem appropriate
to reward Mr. DuGan for job performance. Mr. DuGan was originally entitled to receive a one-time signing bonus of $400,000, of
which $200,000 was paid on July 1, 2012 and the remainder was to be payable in three equal installments on June 30, 2013, June
30, 2014 and June 30, 2015. However, in April 2013 Mr. DuGan agreed to forego the remainder of his signing bonus to determine
the amount of his bonus in future years solely based on his and the Company’s performance. Pursuant to the agreement, Mr.
DuGan was also granted 250,000 RSAs and 750,000 RSUs under the Gramercy Property Trust Inc. 2012 Inducement Equity Plan. The RSAs
will vest in five equal installments beginning on June 30, 2013 and each of the next four anniversaries of such date provided
that Mr. DuGan remains employed by us. Vesting of the RSUs is subject to the achievement of performance-based vesting hurdles
based on absolute increases in our stock price or FFO during the five-year vesting period in addition to continued employment.
Full vesting of the RSUs through achievement of the stock increase thresholds requires, in effect, a 100% increase of our per
share stock price during the vesting period of our $2.50 per share price on June 29, 2012. The specific annual stock increase
hurdles are as follows: June 30, 2013 – $3.00 per share, June 30, 2014 – $3.50 per share, June
30, 2015 – $4.00 per share, June 30, 2016 – $4.50 per share and June 30, 2017 – $5.00
per share, with each hurdle reduced by any per share common stock dividends that we declare after July 1, 2012. Full vesting of
the RSUs through achievement of the FFO increase thresholds requires proportionately similar increases in our FFO levels during
the vesting period. In the event that the performance hurdles are not met on a vesting date, the RSUs scheduled to vest on that
vesting date may vest on a subsequent vesting date if the common stock price hurdle is met as of such subsequent vesting date
or the FFO hurdles have been met on a cumulative basis through such subsequent vesting date. In the event of a Change-in-Control,
the performance hurdles for the RSUs will be measured as of the date of the Change-in-Control and any RSUs with respect to which
the performance hurdles are met will remain subject to vesting based on continued employment through the original vesting dates.
Upon a Change-in-Control, the performance hurdles will be satisfied with respect to the greater of (i) a pro rata amount of the
total RSUs based on the portion of the five-year vesting period that had elapsed if the FFO hurdle is met on a cumulative basis
through the most recent quarter ended prior to the Change-in-Control or (ii) from 20% to 100% (in 20% increments) of the total
RSUs based on the common stock price upon the Change-in-Control as compared to common stock price hurdles from $3.00 per share
to $5.00 per share (in $0.50 increments).



Under the agreement, we are also obligated
to maintain a life insurance policy for the benefit of Mr. DuGan's beneficiaries in the face amount of $5,000,000, or if not available
at reasonable rates, to self-insure Mr. DuGan up to the maximum cash severance payable under the agreement. If Mr. DuGan is terminated
for any reason, under the agreement he will be subject to the following obligations: (i) noncompetition with us for 18 months
(or 12 months if his employment is terminated due to a non-renewal of the term of employment by us, or six months if (A) his employment
is terminated by us without Cause (as defined in Mr. DuGan's employment agreement) for Good Reason (as defined in Mr. DuGan's
employment agreement) by Mr. DuGan after a Change-in-Control (as defined in Mr. DuGan's employment agreement) or (B) Mr. DuGan's
employment is terminated upon or after the expiration of the one-year renewal term); (ii) non-solicitation of our employees for
two-years; and (iii) non-disparagement of us and non-interference with our business for one year. The employment agreement also
provides for the following payments and benefits to Mr. DuGan in connection with the termination of his employment with us:



| | • | Termination
                                         without Cause or with Good Reason. If Mr. DuGan's employment is terminated by us
                                         without Cause or by Mr. DuGan with Good Reason, Mr. DuGan will receive the following
                                         payments and benefits. Mr. DuGan will receive a cash severance payment equal to two multiplied
                                         by the sum of (i) his average annual base salary in effect during the preceding 24 months
                                         (his “Prior Salary”), plus (ii) the highest annual cash bonus paid to Mr.
                                         DuGan during the three fiscal years prior to the date of termination (including any equity
                                         awarded as bonus), which amount shall be payable in 24 equal monthly installments; provided
                                         that, if Mr. DuGan is terminated by us without Cause by the non-renewal of the one year
                                         extension term, then Mr. DuGan shall instead receive the sum of his Prior Salary and
                                         his Prior Bonus as opposed to two times such amount. If the termination occurs in 2013
                                         or a later year, we will pay to Mr. DuGan a prorated annual performance bonus based on
                                         his Prior Bonus (his “Prorated Annual Bonus”) for the year in which Mr. DuGan's
                                         employment is terminated (and the prior year if such bonus had not yet been determined).
                                         Mr. DuGan will also receive a monthly cash payment for 24 months equal to the monthly
                                         cash payment that we would have paid to provide health insurance for Mr. DuGan. Mr. DuGan's
                                         unvested equity awards will be treated as follows: (i) all unvested equity awards (other
                                         than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced
                                         above and any other performance-based equity award) that would have otherwise vested
                                         within 24 months of Mr. DuGan's termination will vest, provided that if such termination
                                         is in connection with or within 18 months following a Change-in-Control, then all such
                                         awards shall vest; (ii) if Mr. DuGan is terminated prior to any Change-in-Control, then
                                         unvested RSUs in an amount equal to 40% of the initial RSU grant will vest; and (iii)
                                         if Mr. DuGan is terminated on or after a Change-in-Control, then unvested RSUs will be
                                         treated pursuant to clause (i) after giving effect to the measurement of performance-based
                                         hurdles under the terms of the RSUs as of the Change-in-Control. Mr. DuGan's receipt
                                         of these payments and benefits in connection with a termination without Cause or for
                                         Good Reason is subject to his execution of a general release of claims with our company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





23









| | • | Termination upon Death. If Mr. DuGan's employment is terminated
    upon his death, Mr. DuGan's estate will receive his Prorated Annual Bonus for the year in which Mr. DuGan's employment is
    terminated (and the prior year if such bonus had not yet been determined). In addition, in the event of such a termination,
    Mr. DuGan's unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP
    Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would
    have otherwise vested within 12 months of the termination date will vest; (ii) if the termination date occurs prior to any
    Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if the termination
    date occurs on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect
    to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control. Notwithstanding the
    foregoing, Mr. DuGan's estate will only be entitled to receive such payments and benefits to the extent that their aggregate
    value together with the value of any other accelerated vesting of equity awards granted by our company exceeds the amount
    payable to Mr. DuGan's beneficiaries under the life insurance policy, or self-insurance, maintained by us.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination upon Disability. If Mr. DuGan's employment is
    terminated by us due to Mr. DuGan's disability, Mr. DuGan will receive (i) a cash severance payment equal to the sum of his
    Prior Salary and his Prior Bonus, which will be payable in 24 equal monthly installments, (ii) if the termination date occurs
    during 2013 or a later year, his Prorated Annual Bonus for the year in which Mr. DuGan's employment is terminated provided
    that the Prorated Annual Bonus shall be less the amount of any annual bonus, or advance thereof, previously paid for the applicable
    period, and (iii) a monthly cash payment for 12 months equal to the monthly cash payment that we would have paid to provide
    health insurance for Mr. DuGan. In addition, in the event of such a termination, Mr. DuGan's unvested equity awards will be
    treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan
    and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months
    of Mr. DuGan's termination will vest; (ii) if Mr. DuGan is terminated prior to any Change-in-Control, then unvested RSUs in
    an amount equal to 20% of the initial RSU grant will vest; and (iii) if Mr. DuGan is terminated on or after a Change-in-Control,
    then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles
    under the terms of the RSUs as of the Change-in-Control. Mr. DuGan's receipt of these payments and benefits in connection
    with a termination upon disability is subject to his execution of a general release of claims with us.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To the extent necessary to avoid the imposition
of an additional tax under Section 409A of the Code, severance pay and benefits will be delayed until six months after termination,
or death, whichever is earlier, during which time the payments will accrue interest at the rate of 5% per annum.



If any payments and benefits to be paid
or provided to Mr. DuGan, whether under his employment agreement or otherwise, would be subject to “golden parachute”
excise taxes under the Code, Mr. DuGan's payments and benefits under his employment agreement will be reduced to the extent necessary
to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to Mr.
DuGan.



The following table illustrates Mr. DuGan's
potential payment and other benefits upon termination of his employment or Change-in-Control of us.

|Gordon F. DuGan                                               |  | Base Salary |           |  | Bonus |   |         | Medical and Welfare Benefits |  |   | AcceleratedEquity  (1) |  |  | Total |          
|------------------------------------------------------------- |  | ----------- | --------- |  | ----- | - | ------- | ---------------------------- |  | - | ---------------------- |  |  | ----- | ---------
|With Cause or Without Good Reason                             |  |             | —         |  |       |   | —       |                              |  |   | —                      |  |  |       | —        
|Without Cause or with Good Reason                             |  | $           | 1,500,000 |  |       | $ | 400,000 |                              |  | $ | 32,596                 |  |  | $     | 2,300,000
|Death                                                         |  |             | —         |  |       | $ | 200,000 |                              |  |   | —                      |  |  | $     | 1,150,000
|Disability                                                    |  | $           | 750,000   |  |       | $ | 200,000 |                              |  | $ | 16,298                 |  |  | $     | 1,150,000
|Without Cause or with Good Reason
Following Change-in-Control |  | $           | 1,500,000 |  |       | $ | 400,000 |                              |  | $ | 32,596                 |  |  | $     | 4,600,000



| | (1) | Upon a hypothetical termination on
    December 31, 2013, Mr. DuGan would have been entitled to (i) all unvested equity awards (other than the awards of LTIP Units
    under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have
    otherwise vested within 24 months of Mr. DuGan's termination will vest, provided that if such termination is in connection
    with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. DuGan is terminated prior
    to any Change-in-Control, then unvested RSUs in an amount equal to 40% of the initial RSU grant will vest; and (iii) if Mr.
    DuGan is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving
    effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24







Benjamin P. Harris. Mr. Harris’
employment agreement has a term commencing on July 1, 2012 and ending on June 30, 2017, with an automatic renewal for a single
one-year period unless either party delivers three months' prior written notice of non-renewal under the agreement. The agreement
provides for an annual salary of no less than $600,000, and such discretionary annual bonuses as we, in our sole discretion, may
deem appropriate to reward Mr. Harris for job performance. Mr. Harris will also receive a one-time signing bonus of $150,000,
of which $75,000 was paid on July 1, 2012 and the remainder payable in three equal installments on June 13, 2013, June 13, 2014
and June 13, 2015; provided that Mr. Harris remains employed by our company on each such date. Pursuant to the agreement, Mr.
Harris was also granted 150,000 RSAs and 450,000 RSUs under the Gramercy Property Trust Inc. 2012 Inducement Equity Plan, which
awards will vest on the same schedule, in the same proportion, and on the same conditions as the equity awards for Mr. DuGan described
above.



If Mr. Harris’ employment is terminated
for any reason, under the agreement he will be subject to the following continuing obligations after termination: (i) noncompetition
with us for 12 months (6 months if (A) employment is terminated without Cause by us or any successor or for Good Reason by Mr.
Harris or (B) Mr. Harris’ employment is terminated upon or after the expiration of the one-year renewal term); (ii) nonsolicitation
of our employees for two-years; and (iii) non-disparagement of us and non-interference with our business for one year. The employment
agreement also provides for the following payments and benefits to Mr. Harris in connection with the termination of his employment
with us:



| | • | Termination without Cause or with Good Reason. If Mr. Harris’
    employment is terminated by us without Cause or by Mr. Harris with Good Reason, Mr. Harris will receive the following payments
    and benefits. Mr. Harris will receive a cash severance payment equal to the sum (or, if such termination occurs in connection
    with or within 18 months of a Change-in-Control, 1.5 times the sum) of (i) his average annual base salary in effect during
    the preceding 24 months (his “Prior Salary”), plus (ii) the highest annual cash bonus paid to Mr. Harris during
    the three fiscal years prior to the date of termination (including any equity awarded as bonus), which amount shall be payable
    in 12 equal monthly installments. Mr. Harris will also receive any unpaid amount of his signing bonus and, if the termination
    occurs in 2013 or a later year, we will pay to Mr. Harris his Prorated Annual Bonus for the year in which Mr. Harris’
    employment is terminated (and the prior year if such bonus had not yet been determined). Mr. Harris will also receive a monthly
    cash payment for 12 months equal to the monthly cash payment that we would have paid to provide health insurance for Mr. Harris.
    Mr. Harris’ unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards
    of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that
    would have otherwise vested within 12 months of Mr. Harris’ termination will vest, provided that if such termination
    is in connection with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. Harris
    is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest;
    and (iii) if Mr. Harris is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause
    (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
    Mr. Harris’ receipt of these payments and benefits in connection with a termination without Cause or for Good Reason
    is subject to his execution of a general release of claims with our company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination upon Death. If Mr. Harris’ employment
    is terminated upon his death, Mr. Harris’ estate will receive (i) any unpaid amount of his signing bonus, (ii) if the
    termination date occurs during 2014 or a later year, his Prorated Annual Bonus for the year in which Mr. Harris’ employment
    is terminated (and the prior year if such bonus had not yet been determined). In addition, in the event of such a termination,
    Mr. Harris’ unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards
    of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that
    would have otherwise vested within 12 months of the termination date will vest; (ii) if the termination date occurs prior
    to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if the
    termination date occurs on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving
    effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25







| | • | Termination upon Disability. If Mr. Harris’ employment
    is terminated by us due to Mr. Harris’ disability, Mr. Harris will receive (i) a cash severance payment equal to the
    sum of his Prior Salary and his Prior Bonus, which will be payable in 12 equal monthly installments, (ii) any unpaid amount
    of his signing bonus, (iii) if the termination date occurs during 2014 or a later year, his Prorated Annual Bonus for the
    year in which Mr. Harris’ employment is terminated provided that the Prorated Annual Bonus shall be less the amount
    of any annual bonus, or advance thereof, previously paid for the applicable period, and (iv) a monthly cash payment for 12
    months equal to the monthly cash payment that we would have paid to provide health insurance for Mr. Harris. In addition,
    in the event of such a termination, Mr. Harris’ unvested equity awards will be treated as follows: (i) all unvested
    equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other
    performance-based equity award) that would have otherwise vested within 12 months of Mr. Harris’ termination will vest;
    (ii) if Mr. Harris is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial
    RSU grant will vest; and (iii) if Mr. Harris is terminated on or after a Change-in-Control, then unvested RSUs will be treated
    pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as
    of the Change-in-Control. Mr. Harris’ receipt of these payments and benefits in connection with a termination upon disability
    is subject to his execution of a general release of claims with us.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To the extent necessary to avoid the imposition
of an additional tax under Section 409A of the Code, severance pay and benefits will be delayed until six months after termination,
or death, whichever is earlier, during which time the payments will accrue interest at the rate of 5% per annum.



If any payments and benefits to be paid
or provided to Mr. Harris, whether under his employment agreement or otherwise, would be subject to “golden parachute”
excise taxes under the Code, Mr. Harris’ payments and benefits under his employment agreement will be reduced to the extent
necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit
to Mr. Harris.



The following table illustrates Mr.
Harris’ potential payment and other benefits upon termination of his employment or Change-in-Control of our company under
his employment agreement.



|Benjamin P. Harris                                            |  | Base Salary |         |  | Bonus |   |         | Medical and Welfare Benefits |  |   | AcceleratedEquity  (1) |  |  | Total |          
|------------------------------------------------------------- |  | ----------- | ------- |  | ----- | - | ------- | ---------------------------- |  | - | ---------------------- |  |  | ----- | ---------
|With Cause or Without Good Reason                             |  |             | —       |  |       |   | —       |                              |  |   | —                      |  |  |       | —        
|Without Cause or with Good Reason                             |  | $           | 600,000 |  |       | $ | 550,000 |                              |  | $ | 16,298                 |  |  | $     | 690,000  
|Death                                                         |  |             | —       |  |       | $ | 550,000 |                              |  |   | —                      |  |  | $     | 690,000  
|Disability                                                    |  | $           | 600,000 |  |       | $ | 550,000 |                              |  | $ | 16,298                 |  |  | $     | 690,000  
|Without Cause or with Good Reason
Following Change-in-Control |  | $           | 900,000 |  |       | $ | 800,000 |                              |  | $ | 16,298                 |  |  | $     | 2,760,000



| | (1) | Upon a hypothetical termination on
    December 31, 2013,  Mr. Harris would have been entitled to (i) all unvested equity awards (other than the awards
    of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that
    would have otherwise vested within 12 months of Mr. Harris’ termination will vest, provided that if such termination
    is in connection with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. Harris
    is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest;
    and (iii) if Mr. Harris is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause
    (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26







Jon W. Clark. Mr.
Clark's employment agreement, as amended, had an initial term ending on April 30, 2014, which automatically renewed for
a successive one-year period and will continue to automatically renew for successive one-year periods after April 30, 2015
unless either party serves the required notice under the agreement. The agreement provides for an annual salary of $275,000
and such discretionary annual bonuses as we, in our sole discretion, may deem appropriate to reward Mr. Clark for job
performance. The target annual bonus for 2012 and 2013 is at least $300,000. Mr. Clark is also entitled to a monthly car
allowance of $750. However, Mr. Clark elected to forgo such car allowance subsequent to March 2013. If Mr. Clark is
terminated for any reason prior to April 30, 2014, under the agreement he will be subject to the following obligations: (i)
noncompetition with us for six months (or three months if his employment is terminated due to a non-renewal of the term of
employment by us or for Cause (as defined in Mr. Clark's employment agreement) not related to our business or if Mr. Clark
terminates his employment after the payment of a discretionary bonus for any year in an amount less than $300,000); (ii)
non-solicitation of our employees for two-years; and (iii) non-disparagement of us and non-interference with our business for
one year. The employment agreement also provides for the following payments and benefits to Mr. Clark in connection with the
termination of his employment with us:



| | • | Termination with Cause or without Good Reason. If Mr. Clark's
    employment is terminated by us with Cause or by Mr. Clark without Good Reason (as defined in Mr. Clark's employment agreement),
    Mr. Clark shall be entitled to receive earned and accrued but unpaid base salary, but we shall have no further obligations
    following such termination.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination without Cause or with Good Reason. If Mr. Clark's
    employment is terminated by us without Cause or by Mr. Clark for Good Reason, Mr. Clark will receive (i) earned and accrued
    but unpaid base salary, (ii) annual base salary for a period of six months following termination and (iii) a prorated annual
    bonus and an additional 6-month performance bonus, subject to certain formula. Mr. Clark will continue to receive his medical
    and welfare benefits for six months, and all of his unvested and unexercisable restricted stock, options or other equity-based
    awards that were granted as payment of a cash bonus, will fully vest or become exercisable on the date of termination. Mr.
    Clark will also have 12 months of additional vesting for his outstanding restricted stock, options or other equity-based awards
    and any then vested unexercised stock options will remain exercisable until the earlier of the expiration of their term or
    the second January 1 following the termination date. If such termination occurs in connection with or within 18 months after
    a Change-in-Control (as defined in Mr. Clark's employment agreement), then Mr. Clark will be entitled to (i) a single lump-sum
    payment of an amount equal to (a) 12 months of annual base salary and (b) a prorated annual bonus and an additional 12-month
    performance bonus, subject to certain formula, and (ii) the other payments and benefits described above for a period of 12
    months following termination
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination upon Death. If Mr. Clark's employment is terminated
    by us upon his death, his estate will receive (i) earned and accrued but unpaid base salary, (ii) any earned and accrued by
    unpaid base salary and (iii) a prorated annual bonus, subject to certain conditions. In addition, all of Mr. Clark's unvested
    and unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus will
    fully vest or become exercisable on the date of termination and he will be entitled to 12 months of additional vesting of
    his outstanding restricted stock, options or other equity-based awards and any then vested unexercised stock options will
    remain exercisable until the earlier of the expiration of their term or the second January 1 following the termination date.                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | • | Termination upon Disability. If Mr. Clark's employment is
    terminated by us upon his Disability (as defined in Mr. Clark's employment agreement), Mr. Clark will receive (i) annual base
    salary for a period of six months following termination and (ii) a prorated annual bonus and an additional six-month performance
    bonus, subject to certain conditions. Mr. Clark will continue to receive his medical and welfare benefits for six months,
    and all of his unvested and unexercisable restricted stock, options or other equity-based awards that were granted as payment
    of a cash bonus, will fully vest or become exercisable on the date of termination. Mr. Clark will also have 12 months of additional
    vesting for his outstanding restricted stock, options or other equity-based awards and any then vested unexercised stock options
    will remain exercisable until the earlier of the expiration of their term or the second January 1 following the termination
    date.



The following table illustrates Mr. Clark's
potential payments and other benefits upon termination of employment or Change-in-Control of our company under his employment
agreement.



27







|Jon W. Clark                                                  |  | Base Salary |         |  | Bonus |   |         | Medical and Welfare Benefits |  |   | AcceleratedEquity  (1) |  |  | Total |        
|------------------------------------------------------------- |  | ----------- | ------- |  | ----- | - | ------- | ---------------------------- |  | - | ---------------------- |  |  | ----- | -------
|With Cause or Without Good Reason                             |  |             | —       |  |       |   | —       |                              |  |   | —                      |  |  |       | —      
|Without Cause or with Good Reason                             |  | $           | 150,000 |  |       | $ | 150,000 |                              |  | $ | 9,096                  |  |  | $     | 115,000
|Death                                                         |  |             | —       |  |       | $ | 150,000 |                              |  |   | —                      |  |  | $     | 115,000
|Disability                                                    |  | $           | 150,000 |  |       | $ | 150,000 |                              |  | $ | 9,096                  |  |  | $     | 115,000
|Without Cause or with Good Reason
Following Change-in-Control |  | $           | 300,000 |  |       | $ | 300,000 |                              |  | $ | 18,192                 |  |  | $     | 115,000



| | (1) | Upon a hypothetical termination on December
    31, 2013, Mr. Clark would have been entitled to 12 months of additional vesting of any outstanding time-based restricted stock.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation Committee Interlocks and Insider Participation



There are no Compensation
Committee interlocks and none of our employees participate on our Compensation Committee.



Director Compensation



The following table* sets forth information
regarding the compensation paid to, and the compensation expense we recognized with respect to, our non-executive directors during
the fiscal year ended December 31, 2013:



|Name               |  | Fees Earnedor Paid inCash
    (1)($) |         |  | StockAwards (2)($) |   |       | OptionAwards (3)($) |  |   | All Other 
    Compensation ($) |  |  | Total ($) |  
|------------------ |  | ------------------------------------ | ------- |  | ------------------ | - | ----- | ------------------- |  | - | ------------------------------- |  |  | --------- | -
|Allan J. Baum      |  | $                                    | 194,000 |  |                    | $ | 4,575 |                     |  | $ | 4,400                           |  |  | $         | —
|Marc Holliday      |  | $                                    | 129,000 |  |                    | $ | 4,575 |                     |  | $ | 4,400                           |  |  | $         | —
|Gregory F. Hughes  |  | $                                    | 142,500 |  |                    | $ | 4,575 |                     |  | $ | 4,400                           |  |  | $         | —
|Jeffrey E. Kelter  |  | $                                    | 145,500 |  |                    | $ | 4,575 |                     |  | $ | 4,400                           |  |  | $         | —
|Charles S. Laven   |  | $                                    | 147,500 |  |                    | $ | 4,575 |                     |  | $ | 4,400                           |  |  | $         | —
|William H. Lenehan |  | $                                    | 135,000 |  |                    | $ | 4,575 |                     |  | $ | 4,400                           |  |  | $         | —










| | * | The
                                         columns for “Non-Equity Incentive Plan Compensation” and “Change in
                                         Pension Value and Nonqualified Deferred Compensation Earnings” have been omitted
                                         because they are not applicable.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | Mr.
                                         Baum deferred $85,000 and each of Messrs. Kelter, Hughes, and Laven deferred $60,000
                                         of his 2013 cash compensation pursuant to our Directors’ Deferral Program. Deferred
                                         compensation is comprised of 50% of annual fees earned and is credited in the form of
                                         phantom stock units. Mr. Baum received 21,149 and each of Messrs. Kelter, Hughes, and
                                         Laven received 14,929 phantom stock units, in connection with 2013 cash compensation
                                         each elected to defer.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Amounts
                                         shown do not reflect compensation actually received by the named director. Instead, the
                                         amounts shown are the aggregate grant date fair value of stock awards issued to the director
                                         as determined pursuant to Financial Accounting Standards Board’s Accounting Standards
                                         Codification Topic 718 “Compensation — Stock Compensation,” or FASB
                                         ASC Topic 718. The assumptions used to calculate the grant date value of such awards
                                         for are set forth under Notes 2 and 13 of the Notes to Consolidated Financial Statements
                                         included in our Annual Report on Form 10-K for the year ended December 31, 2013. The
                                         shares of restricted stock held by each non-executive director as of December 31, 2013
                                         were as follows: Mr. Baum — 3,000; Mr. Holliday — 3,000; Mr. Hughes —
                                         1,500; Mr. Kelter — 3,000; Mr. Laven — 3,000 and Mr. Lenehan — 1,500.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Amounts
                                         shown do not reflect compensation actually received by the named director. Instead, the
                                         amounts shown are the aggregate grant date fair value of the option awards issued to
                                         the director as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate
                                         the grant date value of such awards are set forth under Notes 2 and 13 of the Notes to
                                         Consolidated Financial Statements included in our Annual Report on Form 10-K for the
                                         year ended December 31, 2013. The number of options held by to each non-executive director
                                         as of December 31, 2013 was as follows: Mr. Baum — 43,508; Mr. Holliday —
                                         143,867; Mr. Lenehan— 5,000; Mr. Hughes — 5,000; Mr. Kelter — 43,508;
                                         and Mr. Laven — 43,508.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28







During the fiscal year ended December
31, 2013, each non-executive director received a fee in the amount of $120,000. Each non-executive director also received $1,500
for each meeting of our Board of Directors or a committee of our Board of Directors that he attended. The annual fees payable
to our non-executive directors are determined by our Compensation Committee. These fees are payable quarterly, half in cash and
half in stock, with each non-executive director having the option to elect to take stock in lieu of cash, up to the full amount
or to elect to defer all or part of the annual fee pursuant to our Directors’ Deferral Program, as described below. Any
portion of the annual fee that a non-executive director elects to receive or defer in stock is made under our 2004 Equity Incentive
Plan.



Each non-executive director who served
as a chairman of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee received an additional
fee of $10,000, $7,500 and $5,000, respectively, which fees are payable in cash, unless such chairman elects to defer all or part
of such fees pursuant to our Directors’ Deferral Program. In addition, under our 2004 Equity Incentive Plan, each non-executive
director is entitled to an annual grant of stock options to purchase 5,000 shares of common stock, which are priced at the close
of business on the first business day in the year of grant, all of which vest on the date of grant. Each non-executive director
was also entitled to an annual grant (reviewed on an annual basis) of 1,500 shares of restricted common stock pursuant to our
2004 Equity Incentive Plan, a third of which will vest on the first business day one year from the date of grant, and each of
the following two-years, respectively, subject to the non-executive director being a member of our Board of Directors on the date
such award is expected to vest. A non-executive director may elect to defer all or part of the annual stock grant pursuant to
our Directors’ Deferral Program. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred
in connection with their services on our Board of Directors. We reimbursed less than $14,789 for such expenses during 2013 in
the aggregate.



On March 16, 2005, our Board of Directors
adopted the Directors’ Deferral Program for non-executive directors. Our non-executive directors may elect to defer up to
100% of their annual cash retainer fees, chairman fees, committee meeting fees and annual stock grant under the Directors’
Deferral Program. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of
phantom shares. Distributions on vested phantom shares shall be made in cash or, if elected by the non-executive director, in
shares of common stock. Phantom shares will be settled by the transfer to the non-executive director of one share of common stock
for each phantom share, provided that our Compensation Committee at the time of the grant may provide that phantom shares may
be settled (i) in cash at the applicable phantom share value, (ii) in cash or by transfer of shares of common stock as elected
by the non-executive director or (iii) in cash or by transfer of shares of common stock as elected by us. Phantom shares will
be settled on the first day of the month following the date on which the phantom shares vest, or at the election of the non-executive
director, upon the earlier of such non-executive director’s termination of service, his death or change in control by us,
as defined in the Directors’ Deferral Program.



Effective as of January 16, 2014, Allan
J. Baum was appointed Chairman, as described on page 14 under “Corporate Governance Matters — Board of Directors Leadership
Structure.” Mr. Baum had been our Lead Independent Director since 2012. In connection with Mr. Baum’s appointment
as Chairman and Lead Independent Director prior to that, Mr. Baum is entitled to receive an additional annual retainer, separate
from and in addition to fees payable to all independent directors, of $75,000 for 2012 and $50,000 for each year thereafter, payable
50% in the form of cash and 50% in the form of common stock, unless Mr. Baum elects to receive 100% of the additional annual retainer
in the form of stock.



29







| | ITEM 12. | SECURITY
                                         OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table
summarizes information, as of December 31, 2013, relating to our equity compensation plans pursuant to which shares of our common
stock or other equity securities may be granted from time to time.



|                                                                   |  |                         |         |  |                   |   |       | (c)                          | 
|------------------------------------------------------------------ |  | ----------------------- | ------- |  | ----------------- | - | ----- | ---------------------------- | 
|                                                                   |  | (a)                     |         |  | (b)               |   |       | Number of securities         | 
|                                                                   |  | Number of securities    |         |  | Weighted-average  |   |       | remaining available for      | 
|                                                                   |  | to be issued upon       |         |  | exercise price of |   |       | future issuance under        | 
|                                                                   |  | exercise of             |         |  | outstanding       |   |       | equity compensation plans    | 
|                                                                   |  | outstanding options,    |         |  | options, warrants |   |       | (excluding securities        | 
|Plan Category                                                      |  | warrants
    and rights |         |  | and
    rights    |   |       | reflected
    in column (a)) | 
|Equity compensation plans approved by security holders
    (1)     |  |                         | 341,081 |  |                   | $ | 14.70 |                              | 
|Equity compensation plans not approved by security
    holders (2) |  |                         | -       |  |                   |   | -     |                              | 
|Total                                                              |  |                         | 341,081 |  |                   | $ | 14.70 |                              | 



| | (1) | Includes information related to our 2004 Equity
                                         Incentive Plan.
| | --- | --------------------------------------------------------------------------------------------------------

| | (2) | Includes information related to our 2012 Inducement
                                         Equity Incentive Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------



Amended and Restated 2004 Equity Incentive Plan



Our Board of Directors adopted at the
July 2004 meeting of our Board of Directors, and our common stockholders ratified, a long-term, ten-year compensation program,
which was later amended and restated, for certain employees, directors, officers, advisors, consultants and other personnel, including
any of our joint venture affiliates. Of the options or stock that have not been granted at the time of our initial public offering,
our Compensation Committee shall have the right to make such awards in the form of equity incentive compensation on such terms
as our Compensation Committee may deem appropriate. Our Compensation Committee has the authority to administer and interpret our
2004 Equity Incentive Plan, to authorize the granting of awards, to determine the eligibility of certain of our employees, directors,
officers, advisors, consultants and other personnel and any of our joint venture affiliates to receive an award, to determine
the number of shares of common stock to be converted by each award, to determine the terms, provisions and conditions of each
award, to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations
that it deems necessary or appropriate. Our Compensation Committee, in its discretion, may delegate to our Chief Executive Officer
all or part of the Committee's authority and duties with respect to awards; provided, however, that we may not delegate its authority
and duties with respect to awards that have been, or will be, granted to our Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, General Counsel or President or any Executive Vice President.



Subject to adjustment upon certain corporate
transactions or events, up to a maximum of 6,250,000 shares, but not more than 10% of the common stock outstanding at the time
of the grant, may be subject to stock options, restricted stock, phantom stock and dividend equivalent rights under our 2004 Equity
Incentive Plan. The maximum number of shares of common stock that may underlie awards, other than options, to any eligible person
in any one year, shall not exceed 200,000, to the extent such awards are intended to qualify as performance-based compensation
under Section 162(m) of the Code, or 800,000, to the extent such awards are not intended to qualify as performance-based compensation
under Section 162(m) of the Code. In addition, subject to adjustment upon certain corporate transactions or events, a participant
may not receive options for more than 300,000 shares of our common stock in one year. Any common stock withheld or surrendered
by plan participants in connection with the payment of an option exercise price or in connection with tax withholding will not
count towards the share limitation and will be available for issuance under our 2004 Equity Incentive Plan. If an option or other
award granted under our 2004 Equity Incentive Plan expires or terminates, the common stock subject to any portion of the award
that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance
of additional awards. Unless our 2004 Equity Incentive Plan is previously terminated by our Board of Directors, no new award may
be granted under our 2004 Equity Incentive Plan after the tenth anniversary of the date that such plan was initially approved
by our Board of Directors. No award may be granted under our 2004 Equity Incentive Plan to any person who, assuming exercise of
all options and payment of all awards held by such person, would own or be deemed to own more than 9.8% of our outstanding common
stock. At December 31, 2013, approximately 2,070,416 shares of common stock were available for issuance under our 2004 Equity
Incentive Plan.



30







2012 Inducement Equity Incentive Plan



In connection with the equity awards to
be made to Messrs. DuGan and Harris, and Nicholas L. Pell, who joined us as a Managing Director, and in connection with our hiring
of these executives, our Board of Directors adopted the Gramercy Property Trust Inc. 2012 Inducement Equity Incentive Plan as
of June 7, 2012. Under the 2012 Inducement Equity Incentive Plan, we may grant equity awards for up to 4,500,000 shares of common
stock pursuant to the employment inducement award exemption provided by Section 303A.08 of the NYSE Listed Company Manual. The
2012 Inducement Equity Incentive Plan permits us to issue a variety of equity awards, including stock options, restricted stock,
phantom shares, dividend equivalent rights and other equity-based awards. The 2012 Inducement Equity Incentive Plan is administered
by our Compensation Committee. The 2012 Inducement Equity Incentive Plan will terminate on the ten-year anniversary of our Board
of Directors' approval of the 2012 Inducement Equity Incentive Plan, provided our Board of Directors may terminate the 2012 Inducement
Equity Incentive Plan at any time. All of the shares available under the 2012 Inducement Equity Incentive Plan were initially
issued or reserved for issuance to Messrs. DuGan, Harris and Pell in connection with the equity awards made upon the commencement
of their employment with us.



2012 Outperformance Plan



In connection with the hiring of Messrs.
DuGan and Harris, our Board of Directors approved a new outperformance plan, the 2012 Outperformance Plan. Pursuant to the 2012
Outperformance Plan, these executives, in the aggregate, may earn up to a maximum dollar amount of LTIP Units based on our common
stock price appreciation over a four-year performance period ending June 30, 2016. The amount of LTIP Units earned under the 2012
Outperformance Plan will range from 20% of the maximum amount if our common stock price equals a minimum hurdle of $5.00 per share
(less any dividends paid during the performance period) to the maximum amount if our common stock price equals or exceeds $9.00
per share (less any dividends paid during the performance period) at the end of the performance period. The executives will not
earn any LTIP Units under the 2012 Outperformance Plan to the extent that our common stock price is less than the minimum hurdle.



During the performance period, the executives
may earn up to 12%, 24% and 36% of the maximum amount under the 2012 Outperformance Plan at the end of the first, second and third
years, respectively, of the performance period if our common stock price has equaled or exceeded the stock price hurdles as of
the end of such years. If the minimum stock price hurdle is met as of the end of any such year, the actual amount earned will
range on a sliding scale from 20% of the maximum amount that may be earned as of such date (at the minimum stock price hurdle)
to 100% of the maximum amount that may be earned as of such date (at the maximum stock price hurdle). Any LTIP Units earned under
the 2012 Outperformance Plan will remain subject to vesting, with 50% of any LTIP Units earned vesting on June 30, 2016 and the
remaining 50% vesting on June 30, 2017 based, in each case, on continued employment through the vesting date.



Upon the occurrence of a Change-in-Control
at any time prior to the end of the performance period, the performance period will be shortened to end on the date of such Change-in-Control,
performance will be measured based on the common stock price as of the Change-in- Control and all LTIP Units that are earned will
vest as of such date. In the event of a Change-in-Control after the end of the performance period, all LTIP Units that had been
previously earned will vest as of such date. If an executive's employment is terminated by us without Cause, by the executive
for Good Reason or upon death or disability prior to the end of the performance period, then for such executive performance will
be measured as of the date of such termination and a prorated portion of the LTIP Units earned, if any, will vest based on the
portion of the full five-year vesting period that such executive remained employed, plus 12 months, as a percentage of the full
five-year vesting period. If an executive's employment is terminated upon such circumstances after the end of the performance
period, all of such executive's unvested LTIP Units that had been previously earned will vest as of the date of such executive's
termination. The terms Cause, Good Reason and Change-in-Control are specifically defined (or referenced) in the award agreement
under the 2012 Outperformance Plan.



Messrs. DuGan and Harris were granted
awards under the 2012 Outperformance Plan in connection with their hiring pursuant to which they may earn up to $10.0 million
and $6.0 million of LTIP Units, respectively. Additionally, in 2013, Messrs. Clark and Matey were  granted an award under
the 2012 outperformance plan pursuant to which each  of Mr. Clark and Mr. Matey may earn up to $1.0 million of
LTIP Units.



31







LTIP Units are a class of limited partnership
interests in our Operating Partnership that are structured to qualify as “profits interests” for federal income tax
purposes. Accordingly, LTIP Units, initially, will not have full parity, on a per unit basis, with the Class A limited partnership
interests in our Operating Partnership with respect to liquidating distributions. If a tax book-up event occurs, which generally
includes the issuance of equity interests in us or our Operating Partnership and the occurrence of certain other events, at a
time when our Operating Partnership's assets have sufficiently appreciated, the LTIP Units will achieve full parity with the Class
A limited partnership interests. To the extent the LTIP Units have achieved parity with the Class A limited partnership interests,
the LTIP Units may be converted, subject to the satisfaction of the applicable vesting conditions, on a one-for-one basis into
Class A limited partnership interests. Until LTIP Units have been earned under the 2012 Outperformance Plan, the executives will
be entitled to receive non-liquidating distributions with respect to the LTIP Units underlying their awards under the 2012 Outperformance
Plan on a per unit basis equal to 10% of the regular dividends per share paid on our common stock, if any. If and when LTIP Units
are earned, the executives will be entitled to receive non-liquidating distributions with respect to the earned LTIP Units following
the date on which the LTIP units are earned on a per unit basis equal to the dividends per share paid on our common stock.



32







SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT



The following table sets forth the beneficial
ownership of our common stock, as of April 24, 2014,  for (1) each person known to us to be the beneficial owner of more than
5% of our outstanding common stock based on the Schedule 13D, Schedule 13G, or any amendments thereto, filed with the SEC, (2)
each of our directors and nominees for director, (3) each of our named executive officers who is not a director and (4) our directors,
nominees for director and executive officers as a group. Except as otherwise described in the notes below, the following beneficial
owners have sole voting power and sole investment power with respect to all shares of common stock set forth opposite their respective
names.



In accordance with
SEC rules, each listed person's beneficial ownership includes:



| | • | all shares the investor
    actually owns beneficially or of record;
| | - | --------------------------------------------------------------------



| | • | all shares over which the
    investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund);
    and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | all shares the investor
    has the right to acquire within 60 days (such as upon exercise of options that are currently vested or which are scheduled
    to vest within 60 days) after April 24, 2014.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Unless otherwise
indicated, all shares are owned directly and the indicated person has sole voting and investment power.



|                                                                 |  | Amount And   |           |      |                | 
|---------------------------------------------------------------- |  | ------------ | --------- | ---- | -------------- | 
|                                                                 |  | Nature of    |           |      |                | 
|                                                                 |  | Beneficial   |           |      |                | 
|                                                                 |  | Ownership of |           |      | Percent of     | 
|Name**                                                           |  | Common Stock |           |      | Total 
    (1) | 
|                                                                 |  |              |           |      |                | 
|Gordon
    F. DuGan                                              |  |              | 1,450,000 |      |                | 
|Marc
    Holliday                                                |  |              | 428,758   | (2)  |                | 
|Allan
    J. Baum                                                |  |              | 241,532   | (3)  |                | 
|Jeffrey
    E. Kelter                                            |  |              | 230,793   | (4)  |                | 
|Charles
    S. Laven                                             |  |              | 220,654   | (5)  |                | 
|Gregory
    F. Hughes                                            |  |              | 33,445    | (6)  |                | 
|William
    H. Lenehan                                           |  |              | 94,164    | (7)  |                | 
|Benjamin
    P. Harris                                           |  |              | 316,000   |      |                | 
|Jon
    W. Clark                                                 |  |              | 113,306   | (8)  |                | 
|Edward
    J. Matey Jr.                                          |  |              | 100,000   |      |                | 
|Michael
    G. Kavourias                                         |  |              | —         | (9)  |                | 
|All
    Directors and Executive Officers as a Group (11 Persons) |  |              | 3,228,652 |      |                | 
|BHR
    Capital LLC                                              |  |              | 5,924,171 | (10) |                | 
|BlackRock
    Inc.                                               |  |              | 4,276,615 | (11) |                | 



| | * | Less than 1% of class.
| | - | ----------------------



| | ** | Unless otherwise indicated, the business address is 521 Fifth Avenue,
                                         30th Floor, New York, NY 10175-0003.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------





| | (1) | As of April 24, 2014, 71,415,299 shares of common stock
                                         were outstanding.
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (2) | Includes 148,867 shares of common stock issuable upon
                                         exercise of options.
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (3) | Includes 48,508 shares of common stock issuable upon
                                         exercise of options and, 193,023 phantom units.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes 48,508 shares of common stock issuable upon
                                         exercise of options, 2,500 shares of restricted common stock and 179,786 phantom units.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes 48,508 shares of common stock issuable upon
                                         exercise of options, 1,500 shares purchased in the open market, 2,500 shares of restricted
                                         common stock and 168,146 phantom units.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 10,000 shares of common stock issuable upon
                                         exercise of options and 23,444.59 phantom units.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes 10,000 shares of common stock issuable upon
                                         exercise of options and 44,664 phantom units.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes 10,806 shares of common stock issuable upon
                                         exercise of options.
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (9) | Mr. Kavourias's term of employement as our Executive
                                         Vice President and Chief Legal Officer ended March 29, 2013.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | The address for this stockholder is 545 Madison Avenue,
                                         10th Floor, New York, NY 10022. Based solely on information contained in Schedule
                                         13G filed on February 28, 2014, this shareholder has sole voting and dispositive power
                                         over these shares of common stock.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | The address for this stockholder is 40 East 52nd Street,
                                         New York, NY  10022. Based solely on information contained in Schedule 13G
                                         filed on January 17, 2014, this shareholder has sole voting and dispositive power over
                                         these shares of common stock.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



33







| | ITEM 13. | CERTAIN
                                         RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE (Dollar amounts in
                                         thousands)
| | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Policies and Procedures With Respect to Related Party Transactions



It is the policy of our Board of Directors
that all related party transactions (generally, transactions involving amounts exceeding $120 in which a related party (directors
and executive officers or their immediate family members, or stockholders owning 5% of more of our outstanding stock)) shall be
subject to approval or ratification in accordance with the following procedures.



Our Nominating and Corporate Governance
Committee shall review the material facts of all related party transactions that require its approval and either approve or disapprove
of the entry into the related party transaction, subject to some exceptions. If advance approval of a related party transaction
is not feasible, then the related party transaction shall be considered and, if our Nominating and Corporate Governance Committee
determines it to be appropriate, ratified at the next regularly scheduled meeting of our Nominating and Corporate Governance Committee.
In determining whether to approve or ratify a related party transaction, our Nominating and Corporate Governance Committee will
take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable
than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related
party's interest in the transaction.



If a related party transaction will be
ongoing, our Nominating and Corporate Governance Committee may establish guidelines for our management to follow in its ongoing
dealings with the related party. Thereafter, our Nominating and Corporate Governance Committee, on at least an annual basis, shall
review and assess ongoing relationships with the related party to see that they are in compliance with our Nominating and Corporate
Governance Committee's guidelines and that the related party transaction remains appropriate.



All related party transactions shall be
disclosed in our applicable filings with the SEC as required under SEC rules.



SL Green Operating Partnership, L.P. and SL Green Interests
in Gramercy Investments



The Chief Executive Officer of SL Green
Realty Corp. (NYSE: SLG), or SL Green, is one of our directors. An affiliate of SL Green provides special servicing services with
respect to a limited number of loans owned by our CDOs that are secured by properties in New York City, or in which we and SL
Green are co-investors. For the years ended December 31, 2013, 2012 and 2011 we incurred expense of $0, $0 and $3,058, respectively,
pursuant to the special servicing arrangement.



In June 2013, we signed a lease agreement
with 521 Fifth Fee Owner LLC, an affiliate of SL Green, for new corporate office space located at 521 Fifth Avenue, 30thFloor, New York, New York. The lease commenced in September 2013, following the completion of certain improvements to the
space. The lease is for approximately 6,580 square feet and carries a term of 10 years with rents of approximately $373 per annum
for year one rising to $463 per annum in year ten. We commenced rent payments on December 30, 2013. For the year ended December
31, 2013, there were four months of rent abated at the commencement of the lease and as such we did not pay any rent under the
lease for the year ended December 31, 2013.



From May 2005 through September 2013,
we were party to a lease agreement with SLG Graybar Sublease LLC, an affiliate of SL Green, for our previous corporate offices
at 420 Lexington Avenue, New York, New York. The lease was for approximately 7,300 square feet and carried an original term of
10 years with rents of approximately $249 per annum for year one rising to $315 per annum in year ten. In May and June 2009, we
amended our lease with SLG Graybar Sublease LLC to increase the leased premises by approximately 2,260 square feet. The additional
premises was leased on a co-terminus basis with the remainder of our leased premises and carried rents of approximately $103 per
annum during the initial year and $123 per annum during the final lease year. On June 25, 2012, the lease was further amended
to reduce the leased premises by approximately 600 square feet and to reduce rents by approximately $29 per annum during the initial
year and $38 per annum during the final lease year. All other terms of the lease remained unchanged, except we obtained the right
to cancel the lease with 90 days notice. For the years and ended December 31, 2013, 2012, and 2011 we paid $287, $361 and $307
under this lease, respectively. In April 2013, we gave notice that that we were cancelling the lease for our corporate offices
at 420 Lexington Avenue. The lease agreement with SLG Graybar Sublease LLC was terminated in September 2013.



In September 2012, we recapitalized a
portfolio of office buildings, which were part of the Gramercy Finance segment and owned within our CDOs, and located in Southern
California, or the Southern California Office Portfolio, with an affiliate of SL Green and several other unrelated parties, through
the contribution of an existing preferred equity investment to a newly formed joint venture. In January 2013, we sold our 10.6%
interest in a joint venture of the Southern California Office Portfolio to an affiliate of SL Green for proceeds of $8,275 and
recorded a gain on disposition to a    director related entity of $1,317.



34







Director Independence



Our Corporate Governance Guidelines provide
that a majority of the directors serving on our Board of Directors must be independent as required by the listing standards of
the NYSE and the applicable rules promulgated by the SEC. In addition, our Board of Directors has adopted director independence
standards, which are certain additional categorical standards to assist in making determinations with respect to the independence
of directors. Our Board of Directors has affirmatively determined, based upon its review of all relevant facts and circumstances
and after considering all applicable relationships, of which our Board of Directors had knowledge, between or among the directors
and our company or our management (any such relationships, if any, are described in the section entitled “Certain Relationships
and Related Transactions”), that each of the following directors and director nominees has no direct or indirect material
relationship with us and is independent under the listing standards of the NYSE, the applicable rules promulgated by the SEC and
our director independence standards: Messrs. Allan J. Baum, Jeffrey E. Kelter, Gregory F. Hughes, Charles S. Laven and William
H. Lenehan.



| | ITEM
                            14. | PRINCIPAL
                                         ACCOUNTING FEES AND SERVICES
| | ------------------------------------ | -------------------------------------------------------------------------------



Fee Disclosure



Audit Fees



Fees for audit services totaled approximately
$884,500 in 2013 and $1,849,098 in 2012, of which $108,000 and $145,000 was attributable to Sarbanes-Oxley 404 planning and testing
in 2013 and 2012, respectively. Audit fees include fees associated with our annual audit and the reviews of our quarterly reports
on Form 10-Q. In addition, audit fees include fees for services relating to other reporting requirements including those related
to our acquisition, disposition and capital-raising activities. Audit fees also include fees for accounting research.



Audit-Related Fees



Fees for audit-related services totaled
approximately $220,000 in 2013 and $10,000 in 2012. The audit-related services for 2013 principally included fees for comfort
letters and consents in connection with our acquisition and capital-raising activities.



Tax Fees



Fees for tax compliance, tax advice and
tax planning totaled approximately $153,500 in 2013 and $207,500 in 2012.



All Other Fees



We did not incur fees in 2013 and 2012
for other services not included above.



Our Audit Committee considers whether
the provision by Ernst & Young LLP of the services that are required to be described under “All Other Fees” is
compatible with maintaining Ernst & Young LLP's independence from both management and our company.



Pre-Approval Policies and Procedures of Our Audit Committee



Our Audit Committee must pre-approve all
audit services and permissible non-audit services provided by our independent registered public accounting firm, except for any
de minimis non-audit services. Non-audit services are considered de minimis if: (1) the aggregate amount of all such non-audit
services constitutes less than 5% of the total amount of revenues we paid to our independent registered public accounting firm
during the fiscal year in which they are provided; (2) we did not recognize such services at the time of the engagement to be
non-audit services; and (3) such services are promptly brought to our Audit Committee's attention and approved prior to the completion
of the audit by our Audit Committee or any of its member(s) who has authority to give such approval. Our Audit Committee may delegate
to one or more of its members who is an independent director the authority to grant pre-approvals. All services provided by Ernst
& Young LLP in 2013 were pre-approved by our Audit Committee.



35







AUDIT COMMITTEE REPORT



The following is a report by the Audit
Committee of the Board of Directors of Gramercy Property Trust Inc. (the “Audit Committee”) regarding the responsibilities
and functions of the Audit Committee. This report shall not be deemed to be incorporated by reference in any previous or future
documents filed by us with the SEC) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that
we specifically incorporate this report by reference in any such document.



The Audit Committee oversees our financial
reporting process on behalf of our Board of Directors, in accordance with the written charter of the Audit Committee. Management
has the primary responsibility for the preparation, presentation and integrity of our financial statements, accounting and financial
reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws
and regulations. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in
the Annual Report on Form 10-K for the year ended December 31, 2013 with management, including discussions regarding critical
accounting policies, other financial accounting and reporting principles and practices appropriate for us, the quality of such
principles and practices, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.



The Audit Committee reviewed and discussed
with Ernst & Young LLP, our independent registered public accounting firm, who is responsible for auditing our financial statements
and for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted
in the United States, their judgments as to the quality, not just the acceptability, of our accounting principles and such other
matters as are required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61, as adopted by the
Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee received the written disclosure and the letter from
Ernst & Young LLP required by the Independence Standards Board Standard No. 1, as currently in effect, discussed with Ernst
& Young LLP, their independence from both management and our company and considered the compatibility of Ernst & Young
LLP's provision of non-audit services to our company with their independence.



The Audit Committee discussed with Ernst
& Young LLP the overall scope and plans for their audit. The Audit Committee met with Ernst & Young LLP, with and without
management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall
quality of our financial reporting, including off-balance sheet investments, and our compliance with Section 404 of the Sarbanes-Oxley
Act of 2002.



In reliance on the reviews and discussions
referred to above, the Audit Committee recommended to our Board of Directors (and our Board of Directors has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2013 for filing with
the SEC.



Our Board of Directors has determined
that each member of the Audit Committee is financially literate and has accounting or related financial management expertise,
as such qualifications are defined under the rules of the NYSE. It also has determined that the Audit Committee has at least one
“audit committee financial expert,” as defined in Item 407(d)(5) of SEC Regulation S-K, such expert being Mr. Gregory
F. Hughes, and that he is “independent,” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange
Act.



The Audit Committee held five meetings
during fiscal year 2013 (including non-management director sessions after certain of these meetings) attended by each director
then serving on the Audit Committee. The members of the Audit Committee are not professionally engaged in the practice of auditing
or accounting. The committee members rely, without independent investigation or verification, on the information provided to them
and on the representations made by management and our independent registered public accounting firm. Accordingly, the Audit Committee's
oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure
that the audit of our financial statements has been carried out in accordance with the standards of the Public Company Accounting
Oversight Board (United States), that the financial statements are presented in accordance with accounting principles generally
accepted in the United States or that Ernst & Young LLP is in fact “independent.”



| | Submitted by the Audit Committee
| | --------------------------------
| | Gregory F. Hughes               
| | Allan J. Baum                   
| | Charles S. Laven                
| | April 29, 2014                  



36









PART IV



| | ITEM
                            15. | EXHIBITS,
                                         FINANCIAL STATEMENT SCHEDULES
| | ------------------------------------ | --------------------------------------------------------------------------------



(a) The following documents are filed
as a part of this Report:



| | 31.1 | Certification
                                         by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.2 | Certification
                                         by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------



37







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 29, 2014.



| | Gramercy Property Trust Inc.
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             



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