AND BENEFITS PROVIDED HEREUNDER WITHOUT
ADDITIONAL COST TO EITHER PARTY.
(C)
THE DETERMINATION OF WHETHER AND WHEN A SEPARATION FROM SERVICE
HAS OCCURRED SHALL BE MADE IN ACCORDANCE WITH THE PRESUMPTIONS SET FORTH IN
TREASURY REGULATION SECTION 1.409A-1(H).
(D)
THE EMPLOYER MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO
LIABILITY TO EXECUTIVE OR ANY OTHER PERSON IF ANY PROVISIONS OF THIS AGREEMENT
ARE DETERMINED TO CONSTITUTE DEFERRED COMPENSATION SUBJECT TO SECTION 409A OF
THE CODE BUT DO NOT SATISFY AN EXEMPTION FROM, OR THE CONDITIONS OF, SUCH
SECTION.
20.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THAT CERTAIN
SEVERANCE AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN GRAMERCY AND EXECUTIVE,
CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.
THE PARTIES HERETO SHALL NOT BE
LIABLE OR BOUND TO ANY OTHER PARTY IN ANY MANNER BY ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS RELATING TO SUCH SUBJECT MATTER EXCEPT AS SPECIFICALLY
SET FORTH HEREIN.
21.
PARAGRAPH HEADINGS.
SECTION HEADINGS USED IN THIS AGREEMENT ARE
INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND WILL NOT AFFECT THE MEANING OF
ANY PROVISION OF THIS AGREEMENT.
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17
IN WITNESS WHEREOF, THIS AGREEMENT IS ENTERED INTO AS OF THE DATE AND YEAR FIRST
WRITTEN ABOVE, AND IS BEING EXECUTED ON OCTOBER 27, 2008.
GKK MANAGER LLC
By:
GKK Manager Member Corp., its
managing member
By:
/s/ Marc Holliday
Name: Marc Holliday
Title: Chief Executive Officer
EXECUTIVE:
/s/ Roger Cozzi
Name: Roger Cozzi
[SIGNATURE PAGE TO EMPLOYMENT AND NONCOMPETITION AGREEMENT]