Exhibit 10.6
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of the
27th day of April, 2009, between Jon W. Clark ("Executive") and GKK Manager LLC,
a Delaware limited liability company (the "Employer"), to be effective as of
April 24, 2009 (the "Effective Date").
1.
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE AND SHALL CONTINUE THROUGH, AND TERMINATE ON, APRIL 30, 2012 (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
FINANCIAL OFFICER OF GRAMERCY CAPITAL CORP. ("GRAMERCY").
IN HIS CAPACITY AS
CHIEF FINANCIAL OFFICER, EXECUTIVE'S DUTIES AND AUTHORITY SHALL BE THOSE AS
WOULD NORMALLY ATTACH TO EXECUTIVE'S POSITION AS CHIEF FINANCIAL 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 FINANCIAL OFFICER OF
GRAMERCY AND INCLUDE, BY WAY OF EXAMPLE, REVIEW AND TIMELY EXECUTION OF FILINGS
AND CERTIFICATIONS CUSTOMARILY MADE BY A CHIEF FINANCIAL OFFICER OF A PUBLIC
COMPANY SO LONG AS THEY ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS.
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