SHALL LIMIT THE EMPLOYER'S RIGHT TO CHANGE OR MODIFY OR
TERMINATE ANY BENEFIT PLAN OR PROGRAM AS IT SEES FIT FROM TIME TO TIME IN THE
NORMAL COURSE OF BUSINESS SO LONG AS IT DOES SO FOR ALL SENIOR EXECUTIVES OF THE
EMPLOYER.
(E)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATIONS IN
ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER GOVERNING SENIOR
EXECUTIVE OFFICERS, EXCEPT THAT EXECUTIVE SHALL BE CREDITED WITH A MINIMUM OF 20
VACATION DAYS PER CALENDAR YEAR, PRO-RATED FOR ANY PARTIAL YEAR.
THE EMPLOYER
WILL PAY EXECUTIVE FOR UNUSED ACCRUED VACATION UPON TERMINATION OF HIS
EMPLOYMENT.
(F)
OTHER BENEFITS.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER SHALL
PROVIDE TO EXECUTIVE SUCH OTHER BENEFITS, AS GENERALLY MADE AVAILABLE TO OTHER
SENIOR EXECUTIVES OF THE EMPLOYER.
IN ADDITION, THE EMPLOYER SHALL MAINTAIN
TERM LIFE INSURANCE FOR THE BENEFIT OF EXECUTIVE'S BENEFICIARIES IN A FACE
AMOUNT EQUAL TO $5,000,000; PROVIDED, HOWEVER, THAT SUCH COVERAGE SHALL ONLY BE
REQUIRED IF AVAILABLE TO THE EMPLOYER AT REASONABLE RATES; AND PROVIDED,
FURTHER, THAT EXECUTIVE COOPERATES AS REASONABLY REQUESTED BY THE EMPLOYER IN
THE EMPLOYER'S EFFORTS TO OBTAIN SUCH INSURANCE.
IF SUCH INSURANCE IS NOT
AVAILABLE AT REASONABLE RATES, THEN THE
2
EMPLOYER SHALL PROVIDE SUCH COVERAGE ON A SELF-INSURED BASIS, WITH A BENEFIT TO
EXECUTIVE'S BENEFICIARIES NOT TO EXCEED THE AMOUNT OF CASH SEVERANCE THAT
EXECUTIVE WOULD RECEIVE UPON A TERMINATION BY THE EMPLOYER WITHOUT CAUSE (AS
DEFINED IN SECTION 6(A)(III) BELOW) UNDER SECTION 7(A)(I) AND (II).
4.
INDEMNIFICATION AND LIABILITY INSURANCE.
THE EMPLOYER AGREES TO
INDEMNIFY EXECUTIVE TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, AS THE SAME
EXISTS AND MAY HEREAFTER BE AMENDED, FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ASSERTED AGAINST, OR INCURRED OR
SUFFERED BY, EXECUTIVE (INCLUDING THE COSTS AND EXPENSES OF LEGAL COUNSEL
RETAINED BY THE EMPLOYER TO DEFEND EXECUTIVE AND JUDGMENTS, FINES AND AMOUNTS
PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY OR IMPOSED ON SUCH
INDEMNIFIED PARTY) WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING, WHETHER
CIVIL, CRIMINAL ADMINISTRATIVE OR INVESTIGATIVE (A "PROCEEDING") IN WHICH
EXECUTIVE IS MADE A PARTY OR THREATENED TO BE MADE A PARTY OR IS OTHERWISE
INVOLVED, EITHER WITH REGARD TO HIS ENTERING INTO THIS AGREEMENT WITH THE
EMPLOYER OR IN HIS CAPACITY AS AN OFFICER OR DIRECTOR, OR FORMER OFFICER OR
DIRECTOR OF THE EMPLOYER, GRAMERCY (TO EXTENT EXECUTIVE SERVED OR IS SERVING IN
SUCH CAPACITY AT THE REQUEST OF THE EMPLOYER) OR ANY AFFILIATE THEREOF FOR WHICH
HE MAY SERVE IN SUCH CAPACITY; PROVIDED HOWEVER, THAT, TO THE EXTENT THE
INDEMNIFICATION PROVIDED FOR HEREIN RELATES TO A PROCEEDING IN WHICH EXECUTIVE
IS MADE A PARTY OR THREATENED TO BE MADE A PARTY OR IS OTHERWISE INVOLVED IN HIS
CAPACITY AS AN OFFICER OR DIRECTOR, OR FORMER OFFICER OR DIRECTOR, OF GRAMERCY,
THE EMPLOYER WILL ONLY PROVIDE SUCH INDEMNIFICATION TO THE EXTENT THAT GRAMERCY
DOES NOT DO SO.
THE EMPLOYER ALSO AGREES TO SECURE PROMPTLY AND MAINTAIN
OFFICERS AND DIRECTORS LIABILITY INSURANCE PROVIDING COVERAGE