EXPRESSLY ACKNOWLEDGED THAT
EXECUTIVE HAS BEEN GRANTED AN EQUITY INTEREST IN THE EMPLOYER BY THAT CERTAIN
MEMBERSHIP INTEREST ISSUANCE, VESTING AND REPURCHASE AGREEMENT BETWEEN EXECUTIVE
AND EMPLOYER, DATED AS OF THE DATE HEREOF.
10.
ARBITRATION.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE BREACH OF THIS AGREEMENT (OTHER THAN A CONTROVERSY OR CLAIM
ARISING UNDER SECTION 8, TO THE EXTENT NECESSARY FOR THE EMPLOYER OR THE
CORPORATION (OR THEIR AFFILIATES, WHERE APPLICABLE) TO AVAIL THEMSELVES OF THE
RIGHTS AND REMEDIES REFERRED TO IN SECTION 8(F)) THAT IS NOT RESOLVED BY
EXECUTIVE AND THE EMPLOYER OR THE CORPORATION (OR THEIR AFFILIATES, WHERE
APPLICABLE) SHALL BE SUBMITTED TO ARBITRATION IN NEW YORK, NEW YORK IN
ACCORDANCE WITH NEW YORK LAW AND THE PROCEDURES OF THE AMERICAN ARBITRATION
ASSOCIATION.
THE DETERMINATION OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND
BINDING ON THE EMPLOYER AND THE CORPORATION (OR THEIR AFFILIATES, WHERE
APPLICABLE) AND EXECUTIVE AND JUDGMENT MAY BE ENTERED ON THE ARBITRATOR(S)'
AWARD IN ANY COURT HAVING JURISDICTION.
11.
CONFLICTING AGREEMENTS.
EXECUTIVE HEREBY REPRESENTS AND WARRANTS THAT THE
EXECUTION OF THIS AGREEMENT AND THE PERFORMANCE OF HIS OBLIGATIONS HEREUNDER
WILL NOT BREACH OR BE IN CONFLICT WITH ANY OTHER AGREEMENT TO WHICH HE IS A
PARTY OR IS BOUND, AND THAT HE IS NOT NOW SUBJECT TO ANY COVENANTS AGAINST
COMPETITION OR SIMILAR COVENANTS WHICH WOULD AFFECT THE PERFORMANCE OF HIS
OBLIGATIONS HEREUNDER.
12.
NO DUPLICATION OF PAYMENTS.
EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE
DUPLICATE PAYMENTS UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT.
13.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE
GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND AND OR SENT
BY PREPAID TELEX, CABLE OR OTHER ELECTRONIC DEVICES OR SENT, POSTAGE PREPAID, BY
REGISTERED OR CERTIFIED MAIL OR TELECOPY OR OVERNIGHT COURIER SERVICE AND SHALL
BE DEEMED GIVEN WHEN SO DELIVERED BY HAND, TELEXED, CABLED OR TELECOPIED, OR IF
MAILED, THREE DAYS AFTER MAILING (ONE BUSINESS DAY IN THE CASE OF EXPRESS MAIL
OR OVERNIGHT COURIER SERVICE), AS FOLLOWS:
(A)
IF TO EXECUTIVE:
Hugh Hall, at the address shown on the execution page hereof.
With a copy to:
Friedman Kaplan Seiler & Adelman LLP
1633 Broadway
New York, NY 10019
Attn: Edward A. Friedman
(B)
IF TO THE EMPLOYER:
Gramercy Manager LLC
420 Lexington Avenue
New York, New York 10170
Attn:
Marc Holliday
with a copy to:
13
Clifford Chance US LLP
31 West 52nd Street
New York, New York
10019
Attention:
Robert E. King, Jr.
(C)
IF TO THE CORPORATION:
Gramercy Capital Corp.
420 Lexington Avenue
New York, New York 10170
Attn: Corporate Secretary
with copies to:
Gramercy Manager LLC
420 Lexington Avenue
New York, New York 10170
Attn:
Marc Holliday
and:
Clifford Chance US LLP
31 West 52nd Street
New York, New York
10019
Attention:
Robert E. King, Jr.
or such other address as either party may from time to time specify by written
notice to the other party hereto.
14.
AMENDMENTS.
NO AMENDMENT,