Amended and Restated Letter Agreement, bet. Daniel Farr and Realty Finance Co.



 Exhibit 10.27 
 CBRE Realty Finance 
 185 Asylum Street 
 City Place 1, 31st Floor 
 Hartford, CT 06103 
 860 275 6200 Tel 
 860 275 6225 Fax 
 www.cbrerealtyfinance.com 
 AMENDED AND
RESTATED LETTER AGREEMENT 
 September 23, 2008 
 PERSONAL & CONFIDENTIAL 
 Daniel Farr 
 c/o CBRE Realty Finance, Inc. 
 185 Asylum Street 
 City
Place I, 31st Floor 
 Hartford, CT 06880 
 RE:
Severance/Retention Arrangement 
 Dear Dan: 
 This letter agreement (the “Letter Agreement”), when signed by you in the space indicated below, shall constitute the agreement between you and CBRE Realty Finance, Inc. (the “Company”) regarding your eligibility to
participate in a severance and retention arrangement as it pertains to your employment with CBRE Realty Finance Management, LLC (the “Manager”), subject to the terms and conditions set forth below. The terms and conditions of this
severance and retention arrangement are detailed below: 
  

	1.	Severance Payments 

 (a) You will be eligible to
receive severance pay in an amount (the “Severance Payments”) equal to $185,000 if (i) your employment with the Manager is terminated by the Manager without Cause (as defined in Paragraph 9(b) below), or (ii) you are
not offered a comparable position with the Manager, the Company or a successor to the Company after the occurrence of a Strategic Transaction (as defined in Paragraph 9(d) below) at a location within 50 miles of Hartford, CT.
Notwithstanding the previous sentence, you shall not be entitled to receive such severance pay (i) if the events detailed above occur after April 29, 2011, or (ii) as a result of any Strategic Transaction in which you cease to be
employed by the Manager or the Company and become employed by a new employer involved in the Strategic Transaction on substantially similar terms as existed immediately prior thereto. For the avoidance of doubt, if you are offered a comparable
position with the Manager, the Company or a successor to the Company (with no diminution in compensation, benefits or reduction in authority) after the occurrence of a Strategic Transaction at a location within 50 miles of Hartford, CT and choose
not to accept it, then the Company will have no obligation to make the Severance Payments. 







 (b) Such amount (the “Severance Payment”) shall be payable in one lump sum on or before the
30th day following termination of your employment. 
 (c) The Severance Payments shall be contingent upon (i) your signing (and not
revoking) and complying with a general release of claims (the “Release”) (as described in Paragraph 5 below), and (ii) complying with any continuing obligations you may have to the Manager following the termination of your
employment. 
 (d) Upon the consummation of a strategic transaction as defined herein, any and all unvested and outstanding common stock and
options, as applicable, will immediately vest and become unrestricted. 
  

	2.	Retention Payments 

 (a) You will be eligible,
subject to the terms set forth below, to receive special retention payments (the “Retention Payments”) if you remain in the continuous employment of either the Manager, the Company, or a successor to the Company, for the designated period
of time (as discussed in Paragraph 2(c) below) following the consummation of a Strategic Transaction (the “Retention Period”). 
 (b) Such amounts to be payable (the “Retention Payments”) shall be equal to the amount of the Severance Payment that you would have been entitled to receive if your employment had been terminated without Cause by the Manager (as
discussed in Paragraph 1(a) above), which is $185,000. 
 (c) The Retention Payments shall be payable in two equal installments on the
first and second year anniversaries of the consummation of the Strategic Transaction, provided, that you are still employed by the Manager, the Company or the successor to the Company on such date. For example, (i) if you resign voluntarily
before the first year anniversary of the consummation of the Strategic Transaction, you shall not be entitled to any Retention Payments, and (ii) if you resign voluntarily more than one year but less than two years after the consummation of the
Strategic Transaction, you will only be entitled to receive one-half of your Retention Payments. 
 (d) If your employment is terminated
without Cause by the Company or the successor to the Company after the consummation of the Strategic Transaction and prior to April 29, 2011, you will not be entitled to any Retention Payments (to the extent not previously paid), however, you
will be entitled to Severance Payments. 
 (e) The Retention Payments shall be contingent upon (i) your signing (and not revoking) and
complying with a Release (as described in Paragraph 5 below). 
  

	3.	Bonus 

 You will be eligible to receive a bonus of
$125,000 no later than February 28, 2009; provided, however, that such bonus shall not be payable solely if your employment is earlier terminated for Cause (as defined in Paragraph 9(b) below) or if you voluntarily resign. 
  

	4.	Effect of Termination for Cause or Voluntary Resignation 

 Notwithstanding anything else herein to the contrary, you will not receive any Severance Payments, Retention Payments or accelerated vesting if your employment is terminated for Cause or if you resign voluntarily (except as discussed in
Paragraph 2(c) above). For this purpose, you will be deemed to have terminated employment as of the date on which either you provide notice of your termination of employment, or the Manager, the Company or the successor to the Company has given
notice of such a 

  

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termination of employment, notwithstanding the fact that you may continue to work or may be on leave. The Manager, the Company or the successor to the
Company shall have the right to terminate your employment with or without Cause. 
  

	5.	General Release 

 The Company’s obligation to
make any payment pursuant to this Letter Agreement shall be contingent upon, and is the consideration for, you (or, in the event of your death, your estate) executing and delivering to the Company, a Release, in customary form (as attached hereto as
Exhibit A), releasing the Company, its affiliates and all current and former directors, officers and employees of the Company, the Manager, its affiliates and all current and former directors, officers and employees of the Manager, and any successor
to the Company, its affiliates and all current and former directors, officers and employees of any successor to the Company from any claims relating to your employment with the Company, the Manager or the successor to the Company Manager, other than
claims relating to continuing obligations under, or preserved by (i) this Letter Agreement or (ii) any compensation or benefit plan, program or arrangement in which you were participating as of the date of such termination of employment,
and no such amounts shall be provided until you execute and deliver to the Company or any successor to the Company a letter which provides that you had not revoked such Release after seven days following the date of the Release. Notwithstanding any
language in this agreement or in any release signed by you, you are not releasing any claim you may have under, and you will be indemnified and held harmless by the Company pursuant to, the Indemnification Agreement dated September 23, 2008
between the Company and you (the “Indemnification Agreement”). Furthermore, after your termination of employment, if you are asked to cooperate with the Company in connection with resolving any issues, disputes, formal or informal
investigations, court proceedings, regulatory proceedings or other forms of actions that may arise with respect to any action, you agree to provide such assistance to the Company or Manager as may reasonably be requested of you; provided such
assistance does not unreasonably interfere with your existing employment or service arrangements. In addition, for each day that your services are required, the Company shall pay you at the daily rate of your most recent compensation (defined as
base salary plus annual cash bonus) from the Company. Your obligations hereunder are required only to the extent that they do not unreasonably interfere or conflict with your then current employment or service arrangements. You are hereby advised to
seek advice of counsel in connection with this Release, and you acknowledge and agree that you have otherwise had the opportunity to seek advice of counsel in connection with this Letter Agreement. 
  

	6.	Taxes 

 All payments hereunder will be subject to
required withholding for all applicable income, Social Security, Medicare and other payroll taxes. 
  

	7.	Further Conditions 

 All payments hereunder are
contingent upon your full compliance with all of the terms of this Letter Agreement and Release including the following conditions: 
 (a) You
acknowledge that during your employment with the Manager, the Company or any successor to the Company, you have had access to, and possession of, non-public information belonging to the Manager, the Company or any successor to the Company, as
applicable, including, confidential and proprietary information, data, and documents. Unless authorized in writing, you agree not to use or to disclose any such information to any person or entity (except as may be required by law). 
 (b) From the date hereof through the one-year period commencing with any termination of your employment with the Manager, the Company or any successor to
the Company (the “Restriction 

  

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Period”), you agree that you shall not, without the Company’s (or any successor’s) prior written consent, directly or indirectly
(i) solicit or encourage to leave the employment or other service of the Manager, the Company or any successor to the Company, or any affiliate, employee or independent contractor thereof or (ii) hire (on your behalf or any other person or
entity) any employee or independent contractor who has left the employment or other service of the Manager or the Company, or any of their affiliates within the one-year period which follows the termination of such employee’s or independent
contractor’s employment or other service with the Manager, the Company or any successor to the Company or their affiliates. During the Restriction Period, you agree that you will not, whether for your own account or for the account of any other
person, firm, corporation or other business organization, intentionally interfere with the Manager’s, the Company’s or any successor to the Company, or any of their affiliates’ relationship with, or endeavor to entice away from the
Manager, the Company or any successor to the Company or any of their affiliates, any person who during your employment with the Manager, the Company or any successor to the Company is or was a customer or client of the Manager , the Company or any
successor to the Company or any of their affiliates. 
 (c) During the Restriction Period, the Company and you agree that none of you will
knowingly take any actions that are adverse to the interests of other or any successor to the Company, or make any derogatory statement concerning the other or any successor to the Company or any of their affiliates or employees to any person,
including the media, any financial consultant or analyst or any public group. This provision shall not in any way prevent you from making truthful statements that are required by law, or in connection with a legal or judicial proceeding or by
governmental regulations, provided, that, to the extent legally permissible, you provide the Company, with timely, advance notice of any such proceeding or request for information with respect to the Manager, the Company or any successor to the
Company. 
 (d) You agree to keep the terms of this Letter Agreement strictly confidential. This provision does not preclude you from
responding to any inquiry about this Letter Agreement and Release or its underlying facts and circumstances by any self regulatory organization or regulatory or governmental agency, provided, that, to the extent legally permissible, you provide the
Company or any successor to the Company with timely, advance notice of any such inquiry. 
 (e) If all or any portion of the Severance
Payment due under Paragraph 1 is determined to be “nonqualified deferred compensation” subject to Section 409A of the Code, and you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the
regulations and other guidance issued thereunder, then such Severance Payment (or portion thereof) shall commence no earlier than the first day of the seventh month following the month in which your termination of employment occurs (with the first
such payment being a lump sum equal to the aggregate Severance Payment you would have received during such six- (6-) month period if no such payment delay had been imposed (the “6-Month Delay”). If the 6-Month Delay becomes
applicable such that payments are delayed, any payments that are so delayed shall accrue interest, from the date such payments were otherwise due through the actual payment date, at the U.S. “prime rate” plus two percent (2%) as
reported by a U.S. nationally-recognized source on the date of such separation. 
 (f) For the purposes of this Letter Agreement, notice and
all other communications provided for in this Letter Agreement shall be in writing and shall be deemed to have been duly given when hand delivered or mailed by United States certified or registered express mail, return receipt requested, postage
prepaid, if to you, addressed to you at your respective address on file with the Company; if to the Company, addressed to CBRE Realty Finance, Inc., 185 Asylum Street, City Place I, 31st Floor, Hartford, CT 06880, and directed to the attention of
its General Counsel; or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 
  

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 (g) This Letter Agreement, and your rights and obligations hereunder, may not be assigned by you; any
purported assignment by you in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Manager’s or Company’s assets or business, whether by merger, consolidation
or otherwise, the Manager or the Company may assign this Agreement and its rights hereunder. 
 (h) This Letter Agreement and Release may be
amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by you and the Company or, in the case of a waiver, by the party waiving compliance. No delay on the part of either you or
the Company in exercising the right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either you or the Company of any such right, power or privilege nor any single or partial exercise of any such
right, power or privilege, preclude any other or further exercise thereof or the exercise of any such other right, power or privilege. 
 (i)
This Letter Agreement is the exclusive arrangement with you that is applicable to Severance and Retention Payments, and supersedes any of your prior arrangements involving the Manager, the Company or its predecessors or affiliates relating to
severance and retention arrangements. This Agreement shall not limit any right of yours to receive any payments or benefits under an employee benefit or compensation plan of the Manager or the Company, initially adopted as of or after the date
hereof, which are expressly contingent thereunder upon the occurrence of a Strategic Transaction (including, but not limited to, the acceleration of any rights or benefits thereunder); provided, that in no event shall you be entitled to any payment
under this Letter Agreement which duplicates a payment received or receivable by you under any severance, retention or similar plan or policy of the Manager or the Company, and in any such case you shall only be entitled to receive the greater of
the two payments. 
 (j) The use of captions in this Letter Agreement is for convenience. The captions are not intended to and do not provide
substantive rights. 
  

	8.	Governing Law 

 This Letter Agreement shall be
governed by, and construed and interpreted in accordance with New York law. 
  

	9.	Definitions 

 For purposes of this Letter Agreement,
the following terms shall have the meanings indicated below: 
 (a) “Board” means the Board of Directors of the Company. 

(b) “Cause” shall mean (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) after
written notice and a period of at least thirty (30) days to cure (if curable), repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Manager, the Company or either of their
subsidiaries or affiliates; (iii) the conviction of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Manager, the Company or either of their subsidiaries or
affiliates; (iv) fraud, misappropriation or embezzlement; (v) after written notice and a period of at least thirty (30) days to cure (if curable), a material breach of your employment agreement (if any) with the Manager, the Company,
or either of their subsidiaries or affiliates; (vi) after written notice and a period of at least thirty (30) days to cure (if curable), acts or omissions constituting a material failure to perform substantially and adequately the duties
assigned to you; (vii) any illegal act materially detrimental to the Manager, the Company, or 

  

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either of their subsidiaries or affiliates; or (viii) after written notice and a period of at least thirty (30) days to cure, repeated failure to
devote substantially all of your business time and efforts to the Manager, the Company, or either of their subsidiaries or affiliates if required by your employment agreement; provided, however, that, if at any particular time you are subject to an
effective employment agreement with the Manager or the Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning as may be specified in such employment agreement. 
 (c) “Code” means the Internal Revenue Code of 1986, as amended. 
 (d) “Strategic Transaction” shall mean the occurrence of any of the following events: (i) a sale of all or substantially all of the Company, or all or substantially all of the assets of the Company;
(ii) a liquidation of the Company; (iii) the admission of a new external manager to the Company; (iv) the sale of 50% or more of the voting securities of the Company; or (v) the internalization of employees of the Manager into
the Company. 
  

			
	CBRE REALTY FINANCE, INC.
		
	By	 	 /s/ Kenneth J. Witkin

	Name:	 	Kenneth J. Witkin
	Title:	 	Chief Executive Officer and President
		
	Date	 	 November 24, 2008



  

	
	ACKNOWLEDGED AND AGREED:
	
	 /s/ Daniel Farr

	Daniel Farr

  

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 EXHIBIT A 
 RELEASE 
 THIS RELEASE is made as of the          day of
                , 200[8] by Daniel Farr (the “Employee”). 
 WHEREAS, the Employee is a party to a certain letter agreement with CBRE Realty Finance, Inc. (the “Company”) dated May     , 2008 (the “Letter Agreement”) (unless the context requires otherwise,
capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Letter Agreement). 
 NOW,
THEREFORE, with the intent to be legally bound and in consideration of the agreements herein contained, plus other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employee agrees as follows:

 1. The Employee, for himself and his spouse, heirs, executors, administrators, successors, and assigns, hereby releases and discharges
(i) the Manager, the Company and their subsidiaries and other affiliated companies; (ii) each of their respective past and present officers, directors, agents, and employees; and (iii) all the employee benefit plans of the Manager and
the Company and of any of their affiliated companies, any trusts and other funding vehicles established in connection with any such plans, any members of committees established under the terms of any such plans, and any administrators or fiduciaries
of any such plans, from any and all actions, causes of action, claims, demands, grievances, and complaints, known and unknown, which he or his spouse, heirs, executors, administrators, successors, and assigns ever had or may have at any time through
the Effective Date (as defined below), other than for payments set forth under the Letter Agreement. The Employee acknowledges and agrees that this Release is intended to cover and does cover, but is not limited to, (i) any claim under Title
VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Equal Pay Act, the Employee Retirement Income Security Act, or the Americans with Disabilities Act, each as
amended; (ii) any claim of employment discrimination whether based on a federal, state, or local statute or court or administrative decision; (iii) any claim for wrongful or abusive discharge, breach of contract, invasion of privacy,
intentional infliction of emotional distress, defamation, or other common law contract or tort claims including, but not limited to, such claims arising from any statements the Manager or the Company is or heretofore has been required to make to or
file with any regulatory agency with regard to the termination of the Employee’s employment; (iv) any claims, whether statutory, common law, or otherwise, arising out of the terms or conditions of his employment at the Manager or the
Company or the Employee’s separation from the Manager or the Company (other than for payments set forth under the Letter Agreement); and (v) any claim for attorneys’ fees, costs, disbursements, or other like expenses. The enumeration
of specific rights, claims, and causes of action being released should not be construed to limit the general scope of this Release. It is the intent of the parties that by this Release the Employee is giving up all rights, claims, and causes of
action accruing prior to the Effective Date, whether known or unknown or whether or not any damage or injury has yet occurred; provided, however, that this Release shall not release any claim the Employee may have to enforce the Letter Agreement or
any benefit plan of the Company or any claim the Employee may have that by law cannot be released. 
 2. The Employee acknowledges that he
was advised in writing to consult with legal counsel before signing this Release; that he has obtained such advice as he deems necessary with respect to this Release; that he has fully read and understood the terms of this Release; and that he is
signing this Release knowingly and voluntarily, without any duress, coercion, or undue influence, and with an intent to be bound. The Employee further acknowledges that he has been given at least 21 days to consider this 

  

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Release and that he has elected to sign it on this date after having taken what he considers to be a sufficient period of time to consider his options. The
parties agree that any changes made to this Release or the Letter Agreement after the initial delivery hereof will not restart the running of such 21-day period. 
 3. The Employee understands that he or she is entitled to revoke this Release within seven days following delivery and that the Release will not become effective until the seven-day period has expired (the last day
thereof, the “Effective Date”); that revocation may be effected by giving written notice delivered to the General Counsel of the Company, within the seven-day period; and that in the event that the Employee timely exercises his right to
revoke this Release, the Release will immediately become null and void and that pursuant to the Letter Agreement the Company may be entitled to a legal remedy against him. 
 [N.B: Additional provisions and information necessary to perfect release of ADEA claims in the event of a plan of terminations.] 
 IN WITNESS WHEREOF, the Employee has executed this Release as of the date and year first above written: 
  

	
	  

	Daniel Farr

  

							
	STATE OF [NEW YORK]	 	)	  		  	
		 	) ss:	  		  	
	COUNTY OF [NEW YORK]	 	)	  		  	

 On the              day of
             in the year 200[8] before me, the undersigned, a Notary Public in and said State, personally appeared Daniel Farr, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument. 
  

	
	  

	Notary Public

  

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