Common use of Confidentiality; Prohibited Activities Clause in Contracts

Confidentiality; Prohibited Activities. Executive and the Employer recognize that due to the nature of his employment and relationship with the Employer, Executive has access to and develops confidential business information, proprietary information, and trade secrets relating to the business and operations of the Employer. Executive acknowledges that (i) such information is valuable to the business of the Employer, (ii) subject to limited exceptions described herein, disclosure of such information to any person or entity other than the Employer would cause irreparable damage to the Employer, (iii) the principal businesses of the Employer is the Business (as defined below) and (iv) the Employer is one of the limited number of persons who have developed a business such as the Business. For purposes of this Agreement, the “Business” means the acquisition, development, management, leasing or financing of (A) any office real estate property, including without limitation the origination of first-mortgage and mezzanine debt or preferred equity financing for real estate projects throughout the New York City metropolitan area or, as of any particular date, any other metropolitan area in which the Employer was significantly engaged in any such activities within the prior twelve (12) months (measured as at least five percent (5%) of the Employer’s revenues on a trailing 12-month basis), and (B) any multi-family residential or retail real estate property located inside the borough of Manhattan with a value of at least $25,000,000. Executive further acknowledges that his duties for the Employer include the duty to develop and maintain client, customer, employee, and other business relationships on behalf of the Employer; and that access to and development of those close business relationships for the Employer render his services special, unique and extraordinary. In recognition that the goodwill and business relationships described herein are valuable to the Employer, and that loss of or damage to those relationships would destroy or diminish the value of the Employer, and in consideration of the compensation (including severance) arrangements hereunder, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees as follows:

Confidentiality; Prohibited Activities. Executive and the Employer recognize that due to the nature of his Executive’s employment and relationship with the Employer, Executive has access to and develops confidential business information, proprietary information, and trade secrets relating to the business and operations of the Employer. Executive acknowledges that (i) such information is valuable to the business of the Employer, (ii) subject to limited exceptions described hereindisclosure to, disclosure of such information to or use for the benefit of, any person or entity other than the Employer Employer, would cause irreparable damage to the Employer, (iii) the principal businesses business of the Employer is the Business (as defined below) and (iv) the Employer is one of the limited number date hereof is managing the business and affairs of persons who have developed a Gramercy, which is in the business such as the Business. For purposes of this Agreementamong other things, the “Business” means (A) the acquisition, development, management, leasing or financing asset management and servicing of (A) any office commercial real estate propertyproperty and (B) the origination and acquisition of real estate related loans and securities, and financing such investments, including without limitation the origination of first-mortgage and mezzanine debt or preferred equity financing for real estate projects throughout the New York City metropolitan area or, as of any particular date, any other metropolitan area in which United States (the Employer was significantly engaged in any such activities within the prior twelve (12) months (measured as at least five percent (5%) business of the Employer’s revenues on , and of Gramercy, both as of the date hereof and from time to time hereafter, are collectively referred to as the “Business”), (iv) the Employer is one of the limited number of persons who have developed a trailing 12-month basis)business such as the Business, and (Bv) any multi-family residential or retail real estate property located inside the borough of Manhattan with a value of at least $25,000,000Business is national in scope. Executive further acknowledges that his duties for the Employer include the duty to develop and maintain client, customer, employee, and other business relationships on behalf of the Employer; and that access to and development of those close business relationships for the Employer render his services special, unique and extraordinary. In recognition that the goodwill and business relationships described herein are valuable to the Employer, and that loss of or damage to those relationships would destroy or diminish the value of the Employer, and in consideration of the compensation (including severance) arrangements hereunder, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees as follows: