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.
(E)
OTHER BENEFITS.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER SHALL
PROVIDE TO EXECUTIVE SUCH OTHER BENEFITS AS ARE GENERALLY MADE AVAILABLE TO
OTHER SENIOR EXECUTIVES OF THE EMPLOYER; PROVIDED THAT IT IS ACKNOWLEDGED THAT
THE EMPLOYER'S CHIEF EXECUTIVE OFFICER AND PRESIDENT MAY BE PROVIDED WITH
ADDITIONAL BENEFITS NOT MADE AVAILABLE TO EXECUTIVE.
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,
2
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 OR ANY AFFILIATE THEREOF FOR WHICH HE MAY SERVE IN SUCH
CAPACITY.
THE EMPLOYER ALSO AGREES TO SECURE PROMPTLY AND MAINTAIN OFFICERS AND
DIRECTORS LIABILITY INSURANCE PROVIDING COVERAGE FOR EXECUTIVE, WITH SUCH
COVERAGE TO BE REASONABLY COMPARABLE TO THE COVERAGE PROVIDED FOR THE OTHER
SENIOR EXECUTIVES OF EMPLOYER AND GRAMERCY.
THE PROVISIONS OF THIS SECTION 4
SHALL REMAIN IN EFFECT AFTER THIS AGREEMENT IS TERMINATED IRRESPECTIVE OF THE
REASONS FOR TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES TO OBSERVE AND COMPLY WITH
THE REASONABLE WRITTEN RULES AND REGULATIONS OF THE EMPLOYER REGARDING THE
PERFORMANCE OF HIS DUTIES AND TO CARRY OUT AND PERFORM ORDERS, DIRECTIONS AND
POLICIES COMMUNICATED TO HIM FROM TIME TO TIME BY THE EMPLOYER, SO LONG AS SAME
ARE OTHERWISE CONSISTENT WITH THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF EXECUTIVE'S INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS OR DISABILITY, EXECUTIVE SHALL HAVE BEEN INCAPABLE OF
PERFORMING HIS DUTIES HEREUNDER EVEN WITH A REASONABLE ACCOMMODATION ON A
FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR CONSECUTIVE MONTHS OR ANY 120 DAYS
IN A 180-DAY PERIOD, AND WITHIN 30 DAYS AFTER WRITTEN NOTICE OF TERMINATION (AS
DEFINED IN SECTION 6(D)) IS GIVEN HE SHALL NOT HAVE RETURNED TO THE PERFORMANCE
OF EXECUTIVE'S DUTIES HEREUNDER ON A FULL-TIME BASIS, THE EMPLOYER MAY TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER.
(III)
CAUSE.
THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN