PARTICIPATE IN ANY CURRENT OR
FUTURE EQUITY INCENTIVE PLAN THAT HAS BEEN OR MAY BE ESTABLISHED BY THE
CORPORATION FOR SENIOR EXECUTIVE OFFICERS.
IT IS ACKNOWLEDGED THAT EXECUTIVE
HAS BEEN PREVIOUSLY GRANTED 10,000 SHARES OF RESTRICTED STOCK UNDER THAT CERTAIN
GRAMERCY CAPITAL CORP. 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD
AGREEMENT BETWEEN THE CORPORATION AND EXECUTIVE, AND 140,000 OPTIONS UNDER THAT
CERTAIN GRAMERCY CAPITAL CORP. 2004 EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT
BETWEEN THE CORPORATION AND EXECUTIVE, BOTH DATED
, 2004, COPIES OF
EACH ARE ATTACHED HERETO AS EXHIBITS A AND B, RESPECTIVELY.
(D)
EXPENSES.
EXECUTIVE SHALL BE REIMBURSED FOR ALL REASONABLE BUSINESS
RELATED EXPENSES INCURRED BY EXECUTIVE AT THE REQUEST OF OR ON BEHALF OF THE
EMPLOYER OR THE CORPORATION, PROVIDED THAT SUCH EXPENSES ARE INCURRED AND
ACCOUNTED FOR IN ACCORDANCE WITH THE POLICIES AND PROCEDURES ESTABLISHED BY THE
EMPLOYER OR THE CORPORATION.
ANY EXPENSES INCURRED DURING THE EMPLOYMENT PERIOD
BUT NOT REIMBURSED BY THE EMPLOYER OR THE CORPORATION BY THE END OF THE
EMPLOYMENT PERIOD, SHALL REMAIN THE OBLIGATION OF THE EMPLOYER OR THE
CORPORATION, AS APPLICABLE TO SO REIMBURSE EXECUTIVE.
2
(E)
HEALTH AND WELFARE BENEFIT PLANS.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
AND EXECUTIVE'S IMMEDIATE FAMILY SHALL BE ENTITLED TO PARTICIPATE IN SUCH HEALTH
AND WELFARE BENEFIT PLANS AS THE EMPLOYER SHALL MAINTAIN FROM TIME TO TIME FOR
THE BENEFIT OF SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER AND THEIR FAMILIES, ON
THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN SUCH PLAN.
NOTHING IN THIS
SECTION 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.
(F)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATIONS IN ACCORDANCE
WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER GOVERNING SENIOR EXECUTIVE
OFFICERS.
(G)
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.
4.
INDEMNIFICATION AND LIABILITY INSURANCE.
THE EMPLOYER AND CORPORATION
TOGETHER AND SEVERALLY AGREE 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 OR THE CORPORATION 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, THE CORPORATION OR