Exhibit 10.3
Execution Version
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of the
27th day of October, 2008, between Roger Cozzi ("Executive") and GKK Manager
LLC, a Delaware limited liability company (the "Employer"), to be effective as
of October 28, 2008 (the "Effective Date").
1.
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE AND SHALL CONTINUE THROUGH, AND TERMINATE ON, DECEMBER 31, 2011 (THE
"ORIGINAL TERM") UNLESS EARLIER TERMINATED AS PROVIDED IN SECTION 6 BELOW.
THE
ORIGINAL TERM SHALL AUTOMATICALLY BE EXTENDED FOR SUCCESSIVE ONE (1) YEAR
PERIODS (EACH A "RENEWAL TERM"), UNLESS EITHER PARTY GIVES THE OTHER PARTY AT
LEAST THREE (3) MONTHS WRITTEN NOTICE OF DESIRE TO NEGOTIATE TERMS AND/OR
NON-RENEWAL PRIOR TO THE EXPIRATION OF THE THEN CURRENT TERM.
THE PERIOD OF
EXECUTIVE'S EMPLOYMENT HEREUNDER CONSISTING OF THE ORIGINAL TERM AND ALL RENEWAL
TERMS, IF ANY, IS HEREIN REFERRED TO AS THE "EMPLOYMENT PERIOD."
2.
EMPLOYMENT AND DUTIES.
(A)
DUTIES.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE EMPLOYED
IN THE BUSINESS OF THE EMPLOYER AND ITS AFFILIATES.
EXECUTIVE SHALL SERVE THE
EMPLOYER AS A SENIOR EXECUTIVE.
IN ADDITION, EXECUTIVE SHALL SERVE AS CHIEF
EXECUTIVE OFFICER OF GRAMERCY CAPITAL CORP. ("GRAMERCY") AND, FOR SO LONG AS SO
ELECTED, AS A VOTING MEMBER OF THE BOARD OF DIRECTORS OF GRAMERCY (THE
"BOARD").
IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER, EXECUTIVE'S DUTIES AND
AUTHORITY SHALL BE THOSE AS WOULD NORMALLY ATTACH TO EXECUTIVE'S POSITION AS
CHIEF EXECUTIVE OFFICER, INCLUDING SUCH DUTIES AND RESPONSIBILITIES AS ARE
CUSTOMARY AMONG PERSONS EMPLOYED IN SIMILAR CAPACITIES FOR SIMILAR COMPANIES,
BUT IN ALL EVENTS SUCH DUTIES SHALL BE COMMENSURATE WITH HIS POSITION AS CHIEF
EXECUTIVE OFFICER OF GRAMERCY.
EXECUTIVE'S DUTIES AND AUTHORITY SHALL BE AS
FURTHER SET FORTH BY THE EMPLOYER.
(B)
BEST EFFORTS.
EXECUTIVE AGREES TO HIS EMPLOYMENT AS DESCRIBED IN
THIS SECTION 2 AND AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND
EFFORTS TO THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT, EXCEPT AS
OTHERWISE APPROVED BY THE EMPLOYER; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL
BE INTERPRETED TO PRECLUDE EXECUTIVE, SO LONG AS THERE IS NO MATERIAL
INTERFERENCE WITH HIS DUTIES HEREUNDER, FROM (I) PARTICIPATING AS AN OFFICER OR
DIRECTOR OF, OR ADVISOR TO, ANY CHARITABLE OR OTHER TAX EXEMPT ORGANIZATION OR
OTHERWISE ENGAGING IN CHARITABLE, FRATERNAL OR TRADE GROUP ACTIVITIES;
(II) INVESTING AND MANAGING HIS ASSETS AS AN INVESTOR IN OTHER ENTITIES OR
BUSINESS VENTURES; PROVIDED THAT HE PERFORMS NO MANAGEMENT OR SIMILAR ROLE (OR,
IN THE CASE OF INVESTMENTS OTHER THAN THOSE IN ENTITIES OR BUSINESS VENTURES
ENGAGED IN THE BUSINESS (AS DEFINED IN SECTION 8), HE PERFORMS A MANAGEMENT ROLE
COMPARABLE TO THE ROLE THAT A SIGNIFICANT LIMITED PARTNER WOULD HAVE, BUT
PERFORMS NO DAY-TO-DAY MANAGEMENT OR SIMILAR ROLE) WITH RESPECT TO SUCH ENTITIES
OR VENTURES AND SUCH INVESTMENT DOES NOT VIOLATE SECTION 8 HEREOF; AND PROVIDED,
FURTHER, THAT, IN ANY CASE IN WHICH EXECUTIVE KNOWS THAT ANOTHER PARTY INVOLVED
IN THE INVESTMENT HAS A BUSINESS RELATIONSHIP WITH