Exhibit 10.12
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of the
day of July, 2004 between Hugh Hall ("Executive") and GKK Manager LLC (the
"Employer").
1.
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON JULY [ ], 2004 AND,
UNLESS EARLIER TERMINATED AS PROVIDED IN SECTION 6 BELOW, SHALL TERMINATE ON THE
FOURTH ANNIVERSARY OF THE DATE OF THIS AGREEMENT (THE "ORIGINAL TERM");
PROVIDED, HOWEVER, THAT SECTIONS 4, 7 AND 8 (AND ANY ENFORCEMENT OR OTHER
PROCEDURAL PROVISIONS HEREOF AFFECTING SECTIONS 4, 7 AND 8) HEREOF SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT AS PROVIDED THEREIN.
THE ORIGINAL TERM MAY BE
EXTENDED FOR SUCH PERIOD OR PERIODS, IF ANY, AS MAY BE MUTUALLY AGREED TO IN
WRITING BY EXECUTIVE AND THE EMPLOYER (EACH A "RENEWAL TERM").
IF EITHER PARTY
INTENDS NOT TO EXTEND THE ORIGINAL TERM, SUCH PARTY SHALL GIVE THE OTHER PARTY
AT LEAST THREE MONTHS' WRITTEN NOTICE OF SUCH INTENTION.
IF EITHER PARTY GIVES
SUCH NOTICE WITH LESS THAN THREE MONTHS REMAINING IN THE ORIGINAL TERM, THE TERM
OF THIS AGREEMENT SHALL BE EXTENDED UNTIL THE DATE WHICH IS THREE MONTHS AFTER
THE DATE ON WHICH THE NOTICE IS GIVEN.
THE PERIOD OF EXECUTIVE'S EMPLOYMENT
HEREUNDER CONSISTING OF THE ORIGINAL TERM AND ALL RENEWAL TERMS (AND ANY PERIOD
OF EXTENSION UNDER THE FOREGOING SENTENCE), IF ANY, IS HEREIN REFERRED TO AS THE
"EMPLOYMENT PERIOD."
2.
EMPLOYMENT AND DUTIES.
(A)
DUTIES.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE
EMPLOYED IN THE BUSINESS OF THE EMPLOYER AND ITS AFFILIATES.
EXECUTIVE SHALL
SERVE THE EMPLOYER AS A SENIOR EXECUTIVE AND SHALL HAVE THE TITLE OF MANAGING
DIRECTOR OF THE EMPLOYER. IN SUCH CAPACITY, EXECUTIVE, IN CONJUNCTION WITH OTHER
SENIOR OFFICERS AND MANAGERS OF THE EMPLOYER, SHALL BE RESPONSIBLE FOR, AMONG
OTHER THINGS, STRUCTURING AND PRICING INVESTMENTS, SOURCING INVESTMENTS,
SOURCING CREDIT FACILITIES AND SELLING, SYNDICATING AND SECURITIZING INVESTMENTS
IN WHOLE OR IN PART.
IN ADDITION, EXECUTIVE SHALL SERVE AS CHIEF OPERATING
OFFICER OF GRAMERCY CAPITAL CORP. (THE "CORPORATION"), AND SHALL INITIALLY BE A
MEMBER OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE "BOARD").
IN SUCH
CAPACITY, EXECUTIVE SHALL HAVE THE GENERAL POWERS AND DUTIES OF MANAGEMENT
USUALLY VESTED IN THE CHIEF OPERATING OFFICER OF A COMPARABLE COMPANY IN THE
SAME INDUSTRY, INCLUDING, WITHOUT LIMITATION, RESPONSIBILITY FOR THE DAY-TO-DAY
OPERATIONS OF THE CORPORATION, OVERSEEING SERVICE CONTRACTS WITH THIRD PARTIES
AND MANAGEMENT OF ANY EMPLOYEES OF THE CORPORATION.
EXECUTIVE'S DUTIES AND
AUTHORITY SHALL BE AS FURTHER SET FORTH BY THE EMPLOYER.
EXECUTIVE WILL
REPORT TO THE MANAGING MEMBER OF THE EMPLOYER (THE "MANAGING MEMBER") WITH
RESPECT TO FUNCTIONS AS MANAGING DIRECTOR AND TO THE PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF THE CORPORATION (THE "CEO") WITH RESPECT TO FUNCTIONS AS
CHIEF OPERATING OFFICER.
(B)
BEST EFFORTS.
EXECUTIVE AGREES TO HIS EMPLOYMENT AS
DESCRIBED IN THIS SECTION 2 AND AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS
BUSINESS TIME AND EFFORTS TO THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT,
EXCEPT AS OTHERWISE APPROVED BY THE MANAGING MEMBER AND