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