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 GRAMERCY OR IN HIS CAPACITY AS
AN OFFICER OR DIRECTOR, OR FORMER OFFICER OR DIRECTOR, OF GRAMERCY OR ANY
AFFILIATE THEREOF FOR WHICH HE MAY SERVE IN SUCH CAPACITY.
GRAMERCY ALSO AGREES
TO SECURE PROMPTLY AND MAINTAIN OFFICERS AND DIRECTORS LIABILITY INSURANCE
PROVIDING COVERAGE FOR EXECUTIVE, WITH SUCH TERMS AND LIMITS AS ARE DEEMED
APPROPRIATE BY GRAMERCY, TO THE EXTENT THAT COVERAGE CAN BE OBTAINED ON
REASONABLE EFFORTS AT A COMPARABLE RATE; PROVIDED THAT EXECUTIVE SHALL BE
COVERED IN SUCH A MANNER AS TO PROVIDE EXECUTIVE THE SAME RIGHTS AND BENEFITS AS
ARE ACCORDED TO THE MOST FAVORABLY INSURED OF GRAMERCY'S
OFFICERS.
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 RULES AND REGULATIONS OF GRAMERCY REGARDING THE PERFORMANCE OF
HIS DUTIES AND TO CARRY OUT AND PERFORM ORDERS, DIRECTIONS AND POLICIES
COMMUNICATED TO HIM FROM TIME TO TIME BY GRAMERCY, SO LONG AS SAME ARE OTHERWISE
CONSISTENT WITH THIS AGREEMENT.
6.
COMPENSATION UPON TERMINATION.
(A)
TERMINATION BY THE MANAGER WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD
REASON.
IF (I) EXECUTIVE'S EMPLOYMENT WITH THE MANAGER IS TERMINATED BY THE
MANAGER WITHOUT CAUSE (PURSUANT TO, AND AS DEFINED IN, THE EMPLOYMENT AGREEMENT)
OR (II) EXECUTIVE SHALL TERMINATE HIS EMPLOYMENT WITH MANAGER WITH GOOD REASON
(PURSUANT TO, AND AS DEFINED IN, THE EMPLOYMENT AGREEMENT), THEN EXECUTIVE SHALL
RESIGN ALL POSITIONS WITH GRAMERCY AND ITS SUBSIDIARIES AND AFFILIATES.
IN
ADDITION, SUBJECT TO EXECUTIVE'S EXECUTION OF A RELEASE AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO GRAMERCY, WHEREBY, IN GENERAL, EXECUTIVE RELEASES
GRAMERCY FROM ALL CLAIMS EXECUTIVE MAY HAVE AGAINST GRAMERCY (OTHER THAN CLAIMS
TO PROVIDE THE SEVERANCE PAYMENTS AND BENEFITS PROVIDED FOR IN THIS AGREEMENT
AND CERTAIN OTHER SPECIFIED AGREEMENTS) (THE "RELEASE AGREEMENT"), AND THE
EFFECTIVENESS THEREOF ON OR WITHIN 30 DAYS AFTER THE DATE ON WHICH EXECUTIVE'S
EMPLOYMENT WITH THE MANAGER TERMINATES (THE "TERMINATION DATE," AND THE DATE OF
SUCH EFFECTIVENESS BEING REFERRED TO HEREIN AS THE "RELEASE EFFECTIVENESS
DATE"), EXECUTIVE SHALL BE CREDITED WITH TWELVE (12) MONTHS AFTER TERMINATION
UNDER ANY PROVISIONS GOVERNING RESTRICTED STOCK, OPTIONS OR OTHER EQUITY-BASED
AWARDS GRANTED TO EXECUTIVE BY GRAMERCY RELATING TO THE VESTING OR INITIAL
EXERCISABILITY THEREOF. FOR AVOIDANCE OF DOUBT, THE PROVISIONS OF THIS
SECTION 6(A) SHALL NOT APPLY TO GRANTS MADE UNDER ANY OUTPERFORMANCE PLANS
ADOPTED BY GRAMERCY, WHICH SHALL BE GOVERNED BY THEIR TERMS AS IN EFFECT FROM
TIME TO TIME.
FURTHERMORE, UPON SUCH TERMINATION, ANY THEN VESTED UNEXERCISED
STOCK OPTIONS GRANTED TO EXECUTIVE BY GRAMERCY ON OR AFTER THE DATE HEREOF SHALL
REMAIN EXERCISABLE UNTIL THE SECOND JANUARY 1 TO FOLLOW THE TERMINATION DATE OR,
IF EARLIER, THE EXPIRATION OF THE INITIAL APPLICABLE TERM STATED AT THE TIME OF
THE GRANT.