BUSINESS, PROVIDED, HOWEVER, THAT
THE OBLIGATIONS OF EXECUTIVE ARE PERSONAL AND SHALL NOT BE ASSIGNED BY HIM.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S
PERSONAL AND LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, ASSIGNS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
13.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND
SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTY.
14.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.
15.
CHOICE OF VENUE.
SUBJECT TO THE PROVISIONS OF SECTION 7,
EXECUTIVE AGREES TO SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE
OF NEW
YORK, NEW YORK COUNTY, FOR THE PURPOSE OF ANY ACTION TO ENFORCE ANY OF
THE TERMS OF THIS AGREEMENT.
16.
SECTION 409A.
(A)
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IF AT
THE TIME OF
EXECUTIVE'S SEPARATION FROM SERVICE WITHIN THE MEANING OF
SECTION 409A OF THE CODE, THE MANAGER DETERMINES THAT EXECUTIVE IS A "SPECIFIED
EMPLOYEE" WITHIN THE MEANING OF SECTION 409A(A)(2)(B)(I) OF THE CODE OF EITHER
THE MANAGER OR GRAMERCY, THEN TO THE EXTENT ANY PAYMENT OR BENEFIT THAT
EXECUTIVE BECOMES ENTITLED TO UNDER THIS AGREEMENT WOULD BE CONSIDERED DEFERRED
COMPENSATION SUBJECT TO THE 20 PERCENT ADDITIONAL TAX IMPOSED PURSUANT TO
SECTION 409A(A) OF THE CODE AS A RESULT OF THE APPLICATION OF
SECTION 409A(A)(2)(B)(I) OF THE CODE, SUCH PAYMENT SHALL NOT BE PAYABLE AND SUCH
BENEFIT SHALL NOT BE PROVIDED UNTIL THE DATE THAT IS THE EARLIER OF (A) SIX
MONTHS AND ONE DAY AFTER EXECUTIVE'S SEPARATION FROM SERVICE, OR (B) EXECUTIVE'S
DEATH.
IF ANY SUCH DELAYED CASH PAYMENT IS OTHERWISE PAYABLE ON AN INSTALLMENT
BASIS, THE FIRST PAYMENT SHALL INCLUDE A CATCH-UP PAYMENT COVERING AMOUNTS THAT
WOULD OTHERWISE HAVE BEEN PAID DURING THE SIX-MONTH PERIOD BUT FOR THE
APPLICATION OF THIS PROVISION, AND THE BALANCE OF THE INSTALLMENTS SHALL BE
PAYABLE IN ACCORDANCE WITH THEIR ORIGINAL SCHEDULE.
ANY SUCH DELAYED CASH
PAYMENT SHALL EARN INTEREST AT A SIMPLE ANNUAL RATE EQUAL TO 5% PER ANNUM, FROM
SUCH DATE OF SEPARATION FROM SERVICE UNTIL THE PAYMENT.
(B)
THE PARTIES INTEND THAT THIS AGREEMENT WILL BE ADMINISTERED IN
ACCORDANCE WITH SECTION 409A OF THE CODE.
TO THE EXTENT THAT ANY PROVISION OF
THIS AGREEMENT IS AMBIGUOUS AS TO ITS COMPLIANCE WITH SECTION 409A OF THE CODE,
THE PROVISION SHALL BE READ IN SUCH A MANNER SO THAT ALL PAYMENTS HEREUNDER
COMPLY WITH SECTION 409A OF THE CODE.
THE PARTIES AGREE THAT THIS AGREEMENT MAY
BE AMENDED, AS REASONABLY REQUESTED BY EITHER PARTY, AND AS MAY BE NECESSARY TO
FULLY COMPLY WITH SECTION