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 INTERNAL REVENUE CODE OF 1986, AS AMENDED
(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
5
ORIGINAL SCHEDULE.
ANY SUCH DELAYED CASH PAYMENT SHALL EARN INTEREST AT A
SIMPLE ANNUAL RATE EQUAL TO 5% PER ANNUM, FROM THE DATE SUCH PAYMENT WOULD HAVE
BEEN MADE IF NOT FOR THE OPERATION OF THIS SECTION UNTIL THE PAYMENT IS ACTUALLY
MADE.
(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 409A OF THE CODE AND ALL
RELATED RULES AND REGULATIONS IN ORDER TO PRESERVE THE PAYMENTS AND BENEFITS
PROVIDED HEREUNDER WITHOUT ADDITIONAL