OF THE BOARD OR
THE COMPENSATION COMMITTEE THEREOF, EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE
IN ANY CURRENT OR FUTURE EQUITY INCENTIVE PLAN THAT HAS BEEN OR MAY BE
ESTABLISHED BY THE CORPORATION FOR SENIOR EXECUTIVE OFFICERS.
IT IS
ACKNOWLEDGED THAT EXECUTIVE HAS BEEN PREVIOUSLY GRANTED 25,000 SHARES OF
RESTRICTED STOCK UNDER THAT CERTAIN GRAMERCY CAPITAL CORP. 2004 EQUITY INCENTIVE
PLAN RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE CORPORATION AND EXECUTIVE, AND
125,000 OPTIONS UNDER THAT CERTAIN GRAMERCY CAPITAL CORP. 2004 EQUITY INCENTIVE
PLAN OPTION AWARD AGREEMENT BETWEEN THE CORPORATION AND EXECUTIVE, BOTH DATED
, 2004, COPIES OF EACH ARE ATTACHED HERETO AS EXHIBITS A AND B,
RESPECTIVELY.
(D)
EXPENSES.
EXECUTIVE SHALL BE REIMBURSED FOR ALL
REASONABLE BUSINESS RELATED EXPENSES INCURRED BY EXECUTIVE AT THE REQUEST OF OR
ON BEHALF OF THE EMPLOYER OR THE CORPORATION, PROVIDED THAT SUCH EXPENSES ARE
INCURRED AND ACCOUNTED FOR IN ACCORDANCE WITH THE POLICIES AND PROCEDURES
ESTABLISHED BY THE EMPLOYER OR THE CORPORATION.
ANY EXPENSES INCURRED DURING
THE EMPLOYMENT PERIOD BUT NOT
2
REIMBURSED BY THE EMPLOYER OR THE CORPORATION BY THE END OF THE EMPLOYMENT
PERIOD, SHALL REMAIN THE OBLIGATION OF THE EMPLOYER OR THE CORPORATION, AS
APPLICABLE TO SO REIMBURSE EXECUTIVE.
(E)
HEALTH AND WELFARE BENEFIT PLANS.
DURING THE EMPLOYMENT
PERIOD, EXECUTIVE AND EXECUTIVE'S IMMEDIATE FAMILY SHALL BE ENTITLED TO
PARTICIPATE IN SUCH HEALTH AND WELFARE BENEFIT PLANS AS THE EMPLOYER SHALL
MAINTAIN FROM TIME TO TIME FOR THE BENEFIT OF SENIOR EXECUTIVE OFFICERS OF THE
EMPLOYER AND THEIR FAMILIES, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN SUCH PLAN.
NOTHING IN THIS SECTION SHALL LIMIT THE EMPLOYER'S RIGHT TO
CHANGE OR MODIFY OR TERMINATE ANY BENEFIT PLAN OR PROGRAM AS IT SEES FIT FROM
TIME TO TIME IN THE NORMAL COURSE OF BUSINESS SO LONG AS IT DOES SO FOR ALL
SENIOR EXECUTIVES OF THE EMPLOYER.
(F)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATIONS
IN ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER GOVERNING SENIOR
EXECUTIVE OFFICERS.
(G)
OTHER BENEFITS.
DURING THE EMPLOYMENT PERIOD, THE
EMPLOYER SHALL PROVIDE TO EXECUTIVE SUCH OTHER BENEFITS, AS GENERALLY MADE
AVAILABLE TO OTHER SENIOR EXECUTIVES OF THE EMPLOYER.
4.
INDEMNIFICATION AND LIABILITY INSURANCE.
THE EMPLOYER AND CORPORATION
TOGETHER AND SEVERALLY AGREE TO INDEMNIFY EXECUTIVE TO THE FULL EXTENT PERMITTED
BY APPLICABLE LAW, AS THE SAME EXISTS AND MAY HEREAFTER BE AMENDED, FROM AND
AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ASSERTED
AGAINST, OR INCURRED OR SUFFERED BY, EXECUTIVE (INCLUDING THE COSTS AND EXPENSES
OF LEGAL COUNSEL RETAINED BY THE EMPLOYER OR THE CORPORATION TO DEFEND EXECUTIVE
AND JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY
INCURRED BY OR IMPOSED ON SUCH INDEMNIFIED PARTY) WITH RESPECT TO ANY ACTION,
SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL ADMINISTRATIVE OR INVESTIGATIVE (A
"PROCEEDING") IN WHICH EXECUTIVE IS MADE A PARTY OR THREATENED TO BE MADE A
PARTY OR IS OTHERWISE INVOLVED, EITHER WITH REGARD TO HIS ENTERING INTO THIS
AGREEMENT WITH THE EMPLOYER OR IN HIS CAPACITY AS AN OFFICER