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 409A OF THE CODE AND ALL
RELATED RULES AND REGULATIONS IN ORDER TO PRESERVE THE PAYMENTS 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)
GRAMERCY 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.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE EMPLOYMENT AGREEMENT, 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.
18.
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
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.
GRAMERCY CAPITAL CORP.
By:
/s/ Marc Holliday
Name:
Marc Holliday
Title:
President
EXECUTIVE:
/s/ Roger Cozzi
Name: Roger Cozzi
[Signature Page to Severance Agreement]