Common use of Termination by Reason of Death Clause in Contracts

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months after termination under any provisions governing restricted stock, options or other equity-based awards granted to Executive by Gramercy relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercy, in its sole discretion, shall become fully vested and exercisable on the date of Executive’s death. For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c), Gramercy shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his deathdeath during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve entitled to the following payments and benefits: (12i) months after termination under On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any provisions governing earned and accrued but unpaid Base Salary and the Prorated Bonus. (ii) Any unvested shares of restricted stock, options restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by Gramercy relating to the vesting Employer or initial exercisability thereof; provided that the Partnership, other than any Annual Performance-Based Awards, shall not be forfeited and shall become vested (i.e., free from such restrictions), and any unexercisable or unvested or unexercisable restricted stock, stock options or other equity-based awards that were Class O LTIP Units granted as payment of a cash bonus, as determined at to Executive by the time of grant by Gramercy, in its sole discretion, Employer or the Partnership shall not be forfeited and shall become fully vested and exercisable on the date of Executive’s termination due to his death for the benefit of Executive’s estate (or a beneficiary designated by Executive in writing prior to his death). For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then Any vested unexercised stock options or Class O LTIP Units granted to Executive by Gramercy the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. Notwithstanding the foregoing, Executive shall only be entitled to receive the provisions Prorated Bonus set forth in Section 7(c)(i) above, the vesting credit and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under any Annual Performance-Based Awards (collectively, the “Death Benefits”) to the extent that the aggregate Value of the Death Benefits, on the date of Executive’s death, exceeds the amount payable to Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 3(h) (the amount of such excess Value being referred to as the “Excess Value”). For purposes of the foregoing, “Value,” on a particular date, shall mean (A) for options or Class O LTIP Units which become vested, the product of the number of options or Class O LTIP Units multiplied by the excess, if any, of the Fair Market Value (as defined below) of the common stock of the Employer as of such date over the exercise price of the option or participation threshold of the Class O LTIP Unit, (B) for restricted stock, restricted stock units, LTIP Units or other equity awards that deliver the full value of the underlying securities which become vested, the Fair Market Value of such securities as of such date, and (C) for all other equity awards that become vested, the Fair Market Value of such awards as of such date as determined by the Compensation Committee. In the event Excess Value exists upon a termination of Executive’s employment pursuant to this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof7(c), which then the each of the Death Benefits shall be governed prorated based on a percentage equal to (A) the Excess Value divided by (B) the aggregate Value of the Death Benefits. For purposes of the foregoing, “Fair Market Value” of a security on a particular date means (i) if the securities are then listed on a national securities exchange, the closing sales price of such security on the principal national securities exchange on which such securities are listed on such date (or, if such date is not a trading day, on the last trading day preceding such date ), (ii) if the securities are not then listed on a national securities exchange but are then traded on an over-the-counter market, the average of the closing bid and asked prices for such securities in such over-the-counter market for such date (or, if there were no sales on such date in such market, on the last preceding date on which there was a sale of such securities in such market, as determined by the terms of Compensation Committee), or (iii) if the LTIP Unit Award Agreement entered into by Executivesecurities are not then listed on a national securities exchange or traded on an over-the-counter market, Gramercy and GKK Capital LP such value as of the date hereofCompensation Committee in its discretion may in good faith determine; provided that, where the securities are so listed or traded, the Compensation Committee may make such discretionary determinations where the securities have not been traded for 10 trading days. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his deathdeath during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve entitled to the following payments and benefits: (12i) months after termination under On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any provisions governing earned and accrued but unpaid Base Salary and the Prorated Bonus. (ii) Any unvested shares of restricted stock, options restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by Gramercy relating to the vesting Employer or initial exercisability thereof; provided that the Partnership, other than any Annual Performance-Based Awards, shall not be forfeited and shall become vested (i.e., free from such restrictions), and any unexercisable or unvested or unexercisable restricted stock, stock options or other equity-based awards that were Class O LTIP Units granted as payment of a cash bonus, as determined at to Executive by the time of grant by Gramercy, in its sole discretion, Employer or the Partnership shall not be forfeited and shall become fully vested and exercisable on the date of Executive’s termination due to his death for the benefit of Executive’s estate (or a beneficiary designated by Executive in writing prior to his death). For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then Any vested unexercised stock options or Class O LTIP Units granted to Executive by Gramercy the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which Any Annual Performance-Based Awards shall be governed by the their terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereofin effect from time to time. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If ExecutiveVoluntary Termination by Grantee for Good Reason, or by the Company other than for Cause. Subject to the remainder of this Agreement (including, without limitation, Section 4.B), if (i) the Grantee’s employment with the Manager terminates due to his Employment ceases by reason of death, Executive’s estate (is voluntarily terminated by the Grantee with Good Reason, or a beneficiary designated is terminated by Executive the Company other than for Cause, in writing each case, on or following the one-year anniversary of the Grant Date and prior to his death) shall be credited with twelve (12) months after termination under any provisions governing restricted stock, options or other equity-based awards granted to Executive by Gramercy relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercy, in its sole discretion, shall become fully vested and exercisable on the date of Executive’s death. For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy shall remain vested and exercisable until the earlier of (Ay) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms expiration of the LTIP Unit Award Agreement entered into by Executive4-Year Performance Period and (z) a Change in Control, Gramercy and GKK Capital LP then the Performance Period shall end as of the date hereoftermination date, and the Grantee shall be entitled to prorated vesting of the Award. Other than Such prorated vesting shall be determined by multiplying the Shares to be vested in accordance with the schedule set forth in Section 4.A, based on the Company’s TSR performance as may compared to the TSR performance of the Xxxxxxx 2000 Comparator Group over the Termination Performance Period by a fraction, the numerator of which shall equal the number of days of Grantee’s Employment with the Company during the 3-Year Performance Period and the denominator of which shall equal the number of days in the 3-Year Performance Period; provided, however, if such termination of Employment occurs following the completion of the 3-Year Performance Period but prior to the end of the 4-Year Performance Period, then Grantee shall be provided under entitled to vesting determined by multiplying the Shares to be vested in accordance with the schedule set forth in Section 4 or 4.A, based on the Company’s TSR performance as expressly provided compared to the TSR performance of the Xxxxxxx 2000 Comparator Group over the Termination Performance Period multiplied by 100%. Any Shares subject to this Award that have not vested prior to termination of Employment and do not vest in accordance with this Section 6(c), Gramercy 5 or Section 4.B (subject to any other written agreement between the Company and the Grantee with respect to vesting and termination of Stock granted under the Plan) shall have no further obligations hereunder following be automatically and immediately forfeited upon such terminationtermination of Employment.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve eighteen (1218) months after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof, and, if such eighteen (18) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes In addition, any unvested deferred compensation contribution made pursuant to Section 3(e) above shall become fully vested upon the date of determining Executive’s death. In addition, the effect Employer shall pay to Executive’s estate or to a beneficiary designated by Executive in writing prior to his death any tax gross-up payments owed pursuant to the terms of any such twelve (12) months of credit equity award with respect to any performance-based vesting criteriashares of restricted stock or restricted stock units that vest on Executive’s death. For avoidance of doubt, the provisions of this Section 7(c)(ii) shall not apply to (A1) if such termination occurs less than six months after grants made under the beginning of a performance period2010 Outperformance Plan, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time and (B2) if option grants made under the XX Xxxxx Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive Plan, as amended from time to time (the “2005 Plan”), which options shall become fully vested and exercisable on the date of Executive’s termination due to such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365); provided that the amount of any prorated annual cash bonus payable hereunder shall be reduced dollar-for-dollar by the amount received by Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 3(h). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve twenty-four (1224) months after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof, and, if such twenty-four (24) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes In addition, any unvested deferred compensation contribution made pursuant to Section 3(d) above shall become fully vested upon the date of determining Executive’s death. In addition, the effect Employer shall pay to Executive’s estate or to a beneficiary designated by Executive in writing prior to his death any tax gross-up payments owed pursuant to the terms of any such twelve (12) months of credit equity award with respect to any performance-based vesting criteriashares of restricted stock or restricted stock units that vest on Executive’s death. For avoidance of doubt, the provisions of this Section 7(c)(ii) shall not apply to (A1) if such termination occurs less than six months after grants made under the beginning of a performance periodOutperformance Plan, then performance-based vesting which shall be based on performance during the prior performance period governed by its terms as in effect from time to time and (B2) if option grants made under the XX Xxxxx Realty Corp. Amended 1997 Stock Option and Incentive Plan, as amended March 2002 (the “1997 Plan”) and the XX Xxxxx Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive Plan, as amended (the “2005 Plan”), which such options shall become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, Executive shall only be entitled to receive the provisions vesting credit, payments and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under the Outperformance Plan, the 1997 Plan or the 2005 Plan to the extent that the aggregate Value of this such vesting credit, payments and other benefits and any other such accelerated vesting or benefits, on the date of Executive’s death, exceeds the amount payable to Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 6(c3(h) (the amount of such excess Value being referred to as the “Excess Value”). For purposes of the foregoing, “Value,” on a particular date, shall not apply to LTIP Units granted mean (A) for options which become vested, the product of the number of options multiplied by the excess, if any, the Fair Market Value (as defined below) of the Common Stock as of such date over the exercise price of the option, (B) for restricted stock, restricted stock units, stock units made as a deferred compensation contribution pursuant to Section 3 hereof3(d) or other equity awards that deliver the full value of the underlying securities which become vested, which the Fair Market Value of such securities as of such date, and (C) for all other equity awards that become vested, the Fair Market Value of such awards as of such date as determined by the Compensation Committee. In the event Excess Value exists upon a termination of Executive’s employment pursuant to this Section 7(c), then each of the vesting credit, payments and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under the Outperformance Plan, the 1997 Plan or the 2005 Plan that Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) would otherwise be entitled to pursuant to Section 7(c)(ii), the Outperformance Plan, the 1997 Plan or the 2005 Plan shall be governed pro rated based on a percentage equal to (A) the Excess Value divided by (B) the terms aggregate Value of all vesting credit, payments and other benefits and any accelerated vesting or other benefits that Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) would be entitled to pursuant to Section 7(c)(ii) or the LTIP Unit Award Agreement entered into by ExecutiveOutperformance Plan, Gramercy and GKK Capital LP as of the date hereof1997 Plan or the 2005 Plan if no limitations on such amounts applied. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination. For purposes of the foregoing, “Fair Market Value” of a security on a particular date means (i) if the securities are then listed on a national securities exchange, the closing sales price of such security on the principal national securities exchange on which such securities are listed on such date (or, if such date is not a trading day, on the last trading day preceding such date ), (ii) if the securities are not then listed on a national securities exchange but are then traded on an over-the-counter market, the average of the closing bid and asked prices for such securities in such over-the-counter market for such date (or, if there were no sales on such date in such market, on the last preceding date on which there was a sale of such Shares in such market, as determined by the Compensation Committee of the Board), or (iii) if the securities are not then listed on a national securities exchange or traded on an over-the-counter market, such value as the Compensation Committee of the Board in its discretion may in good faith determine; provided that, where the securities are so listed or traded, the Compensation Committee of the Board may make such discretionary determinations where the Shares have not been traded for 10 trading days. Other than as may be provided under Section 4 or as expressly provided in this Section 7(c) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). In addition, on the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive equity awards with terms as set forth on Exhibit A hereto to the extent such equity awards had not previously been granted to Executive. (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve twenty-four (1224) months of service after termination under any provisions governing restricted stock, options restricted stock units, LTIP Units, options, Class O LTIP Units or other equity-based awards granted to Executive or Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) by the Employer or the Partnership relating to the vesting or initial exercisability thereof, and, if such twenty-four (24) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards granted to Executive by Gramercy relating the Employer or the Partnership that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options and Class O LTIP Units granted to Executive by the Employer or the Partnership that otherwise would have become exercisable upon the conclusion of such vesting or initial exercisability thereofperiod (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, options restricted stock units, LTIP Units, options, Class O LTIP Units or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. In addition, any unvested deferred compensation contribution made pursuant to Section 3(c) above shall become fully vested upon the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to any performance-based vesting criteriagrants made under the Outperformance Plans, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time and (B2) if stock option grants made under the XX Xxxxx Realty Corp. Third Amended and Restated 2005 Stock Option and Incentive Plan, as amended from time to time (the “2005 Plan”) to the extent such options become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options or Class O LTIP Units granted to Executive by Gramercy the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, Executive shall only be entitled to receive the provisions prorated annual cash bonus set forth in Section 7(c)(i) above, the vesting credit, payments and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under the Outperformance Plans or the 2005 Plan to the extent that the aggregate Value of this such vesting credit, payments and other benefits and any other such accelerated vesting or benefits, on the date of Executive’s death, exceeds the amount payable to Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 6(c3(i) (the amount of such excess Value being referred to as the “Excess Value”). For purposes of the foregoing, “Value,” on a particular date, shall not apply to mean (A) for options or Class O LTIP Units granted which become vested, the product of the number of options or Class O LTIP Units multiplied by the excess, if any, the Fair Market Value (as defined in Section 3(e)) of the Common Stock as of such date over the exercise price of the option or Class O LTIP Unit, (B) for restricted stock, restricted stock units, stock units made as a deferred compensation contribution pursuant to Section 3 hereof3(c), LTIP Units or other equity awards that deliver the full value of the underlying securities which become vested, the Fair Market Value of such securities as of such date, and (C) for all other equity awards that become vested, the Fair Market Value of such awards as of such date as determined by the Compensation Committee. In the event Excess Value exists upon a termination of Executive’s employment pursuant to this Section 7(c), then the prorated annual cash bonus set forth in Section 7(c)(i) above, each of the vesting credit, payments and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under the Outperformance Plans or the 2005 Plan that Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) would otherwise be entitled to pursuant to Section 7(c)(i), Section 7(c)(ii), the Outperformance Plans or the 2005 Plan shall be governed prorated based on a percentage equal to (A) the Excess Value divided by (B) the terms aggregate Value of the LTIP Unit Award Agreement entered into prorated annual cash bonus set forth in Section 7(c)(i) and all vesting credit, payments and other benefits and any accelerated vesting or other benefits that Executive’s estate (or a beneficiary designated by Executive, Gramercy and GKK Capital LP as of Executive in writing prior to his death) would be entitled to pursuant to Section 7(c)(ii) or the date hereofOutperformance Plans or the 2005 Plan if no limitations on such amounts applied. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the first regular payroll payment date for the period in which the Termination Date occurs, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive from the Employer an amount equal to (A) any earned and accrued but unpaid Base Salary, and (B) the Prorated Annual Bonus, less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus. (ii) Executive shall be credited with twelve (12) months after termination under any provisions governing restricted stock, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Employer, in its sole discretion, shall become fully vested and exercisable on the date of Executive’s death. For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the The provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant are subject to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof7(e) below. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive or Executive’s estate (or a beneficiary designated by Gramercy Executive in writing prior to his death) by the Employer relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to grants made under the 2010 Outperformance Plan, the 2011 Outperformance Plan, the 2014 Outperformance Plan or any performance-based vesting criteriafuture outperformance plan, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their respective plan terms as in effect from time to time, and (B2) if option grants made under the 2005 Plan, which options shall become fully vested and exercisable on the date of Executive’s termination due to such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to any performance-based vesting criteriagrants made under the 2010 Outperformance Plan, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time and (B2) if option grants made under the SX Xxxxx Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive Plan, as amended from time to time (the “2005 Plan”), which options shall become fully vested and exercisable on the date of Executive’s termination due to such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the first regular payroll payment date for the period in which the Termination Date occurs, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive from the Employer an amount equal to (A) any earned and accrued but unpaid Base Salary, (B) if the Termination Date is during 2009 or any later year, the Prorated Annual Bonus, less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus and (C) if the Termination Date occurs prior to the payment of the Signing Bonus, the Signing Bonus. (ii) Executive shall be credited with twelve (12) months after termination under any provisions governing restricted stock, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Employer, in its sole discretion, shall become fully vested and exercisable on the date of Executive’s death. For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the The provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant are subject to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof7(e) below. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive or Executive’s estate (or a beneficiary designated by Gramercy Executive in writing prior to his death) by the Employer relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to grants made under the 2010 Outperformance Plan, the 2011 Outperformance Plan or any performance-based vesting criteriafuture outperformance plan, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their respective plan terms as in effect from time to time, and (B2) if option grants made under the XX Xxxxx Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive Plan, as amended from time to time (the “2005 Plan”), which options shall become fully vested and exercisable on the date of Executive’s termination due to such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, LTIP Units, options or other equity-based awards granted to Executive or Executive’s estate (or a beneficiary designated by Gramercy Executive in writing prior to his death) by the Employer or the Partnership relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards granted to Executive by the Employer or the Partnership that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, LTIP Units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to grants made under any performance-based vesting criteriafuture outperformance plan, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their respective plan terms as in effect from time to time, and (B2) if stock option grants made under the Plan to the extent such options shall become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If If, during the Employment Period, Executive’s employment with the Manager terminates due to his death, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited entitled to the following payments and benefits: (i) On or before the time required by law (but in no event more than 30 days after the Termination Date), Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive from the Employer an amount equal to any earned and accrued but unpaid Base Salary. (ii) On the first regular payroll payment date after the Termination Date occurs, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive from the Employer an amount equal to the Prorated Annual Bonus, less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus. (iii) On the Termination Date, all unvested equity awards granted by the Employer (other than any equity award that is subject to performance-based vesting requirements other than continued employment) that would have vested had Executive remained as an employee of the Employer through the date that is twelve (12) months after termination the Termination Date will vest. Any equity award that is subject to performance-based vesting requirements other than continued employment will be treated in accordance with their terms. Notwithstanding the foregoing and any provision in any other equity awards (except to the extent expressly provided otherwise, making specific reference to this Section of this Agreement, in a future equity award), Executive shall only be entitled to receive the vesting credit, payments and other benefits set forth in Sections 7(c)(ii) and (iii) above and any accelerated vesting or other benefits under any provisions governing restricted stock, options or other equity-based awards granted to Executive by Gramercy relating equity award to the extent that the aggregate value of such vesting credit, payments and other benefits and any other such accelerated vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stockbenefits, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercy, in its sole discretion, shall become fully vested and exercisable on the date of Executive’s death, exceeds the amount payable to Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 3(g) as determined in good faith by the Employer. For purposes of determining In the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance periodevent excess value exists, then performance-based the Employer shall have discretion to determine which of the vesting credit, accelerated vesting, payments and other benefits shall be based on performance during provided to the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due estate (or a beneficiary designated by Executive in writing prior to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereofprovide such excess value. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, LTIP Units, options or other equity-based awards granted to Executive or Executive’s estate (or a beneficiary designated by Gramercy Executive in writing prior to his death) by the Employer or the Partnership relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards granted to Executive by the Employer or the Partnership that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, LTIP Units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to any performance-based vesting criteriagrants made under the Outperformance Plans, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their respective plan terms as in effect from time to time, and (B2) if stock option grants made under the XX Xxxxx Realty Corp. Third Amended and Restated 2005 Stock Option and Incentive Plan, as amended from time to time (the “2005 Plan”) to the extent such options shall become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the first regular payroll payment date for the period in which the Termination Date occurs, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive from the Employer an amount equal to (A) any earned and accrued but unpaid Base Salary, (B) if the Termination Date is during 2009 or any later year, the Prorated Annual Bonus, less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus and (C) if the Termination Date occurs prior to the payment of the Signing Bonus, the Signing Bonus; provided that any amounts payable under clauses (B) and (C) above shall be reduced dollar-for-dollar by the amount received by Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 3(f). (ii) Executive shall be credited with twelve (12) months after termination under any provisions governing restricted stock, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Employer, in its sole discretion, shall become fully vested and exercisable on the date of Executive’s death. For purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the The provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant are subject to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof7(e) below. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365); provided that the amount of any prorated annual cash bonus payable hereunder shall be reduced dollar-for-dollar by the amount received by Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 3(h). (ii) Executive shall be credited with twelve twenty-four (1224) months after termination under any provisions governing restricted stock, OP Units, LTIP Units, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof, and, if such twenty-four (24) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, OP Units, LTIP Units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, OP Units, LTIP Units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes of determining In addition, the effect of such twelve (12) months of credit Employer shall pay to Executive’s estate or to a beneficiary designated by Executive in writing prior to his death the Gross-Up Amount with respect to any performance-based vesting criteriashares of restricted stock, OP Units or LTIP Units that vest on Executive’s death. For avoidance of doubt, the provisions of this Section 7(c)(ii) shall not apply to (A1) if such termination occurs less than six months after grants made under the beginning of a performance periodOutperformance Plans, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time and (B2) if option grants made under the XX Xxxxx Realty Corp. Amended 1997 Stock Option and Incentive Plan, as amended March 2002 (the “1997 Plan”), which such options shall become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer on or after January 1, 2004 shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to any performance-based vesting criteriagrants made under the 2010 Outperformance Plan, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time and (B2) if option grants made under the XX Xxxxx Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive Plan, as amended from time to time (the “2005 Plan”), which options shall become fully vested and exercisable on the date of Executive’s termination due to such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death, the Employer shall pay Executive’s Base Salary plus any applicable pro rata portion of the annual performance bonus described in Section 3(b) above for a period of six months from the date of his death, or such longer period as the Board may determine, to Executive’s estate (or to a beneficiary designated by Executive in writing prior to his death. In the case of such a termination, (i) Executive shall be credited with twelve (12) six months after termination under any provisions governing restricted stock, stock or options or other equity-based awards granted to Executive by Gramercy relating to the vesting or initial exercisability thereof; provided , and (ii) if such six months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock granted to Executive that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment otherwise would have become vested upon the conclusion of a cash bonus, as determined at the time of grant by Gramercy, in its sole discretion, such vesting period shall become fully vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive that otherwise would have become exercisable upon the conclusion of such vesting period shall become exercisable on the date of Executive’s death. For purposes termination due to such death (for the avoidance of determining doubt, the effect of such twelve foregoing clauses (12i) months of credit with respect to any performance-based vesting criteria, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (Bii) if such termination occurs more than six months after shall not refer to grants under the beginning of a performance periodEmployer’s Outperformance Plan, then performance-based vesting which shall be based on performance during such interim period through the most recently completed fiscal quarterapply in accordance with its terms as in effect from time to time). Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Final Bonus Payment. (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve (12) months service after termination under any provisions governing restricted stock, restricted stock units, LTIP Units, options or other equity-based awards granted to Executive or Executive’s estate (or a beneficiary designated by Gramercy Executive in writing prior to his death) by the Employer or the Partnership relating to the vesting or initial exercisability thereof, and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards granted to Executive by the Employer or the Partnership that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, LTIP Units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes avoidance of determining doubt, the effect provisions of such twelve this Section 7(c)(ii) shall not apply to (121) months of credit with respect to any performancePerformance-based vesting criteriaBased Awards, (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time, and (B2) if stock option grants made under the Plan to the extent such options shall become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, the provisions of this Section 6(c) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as of the date hereof. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 6(c7(c) or Section 7(e), Gramercy the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Death. If Executive’s employment with the Manager terminates due to his death during the Employment Period, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be entitled to the following payments and benefits: (i) On the Termination Date, Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall receive an amount equal to any earned and accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the date of Executive’s death (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the date of Executive’s death) and the denominator of which is 365); provided that the amount of any prorated annual cash bonus payable hereunder shall be reduced dollar-for-dollar by the amount received by Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 3(k). (ii) Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) shall be credited with twelve twenty-four (1224) months after termination under any provisions governing restricted stock, restricted stock units, options or other equity-based awards granted to Executive by Gramercy the Employer relating to the vesting or initial exercisability thereof, and, if such twenty-four (24) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units or other equity-based awards granted to Executive by the Employer that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the date of Executive’s termination due to his death, and a pro rata portion of the unexercisable stock options granted to Executive by the Employer that otherwise would have become exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become exercisable on the date of Executive’s termination due to such death; provided that any unvested or unexercisable restricted stock, restricted stock units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by Gramercythe Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, shall become fully vested and exercisable on the date of Executive’s death. For purposes In addition, any unvested deferred compensation contribution made pursuant to Section 3(f) above shall become fully vested upon the date of determining Executive’s death. In addition, the effect Employer shall pay to Executive’s estate or to a beneficiary designated by Executive in writing prior to his death any tax gross-up payments owed pursuant to the terms of any such twelve (12) months of credit equity award with respect to any performance-based vesting criteriashares of restricted stock or restricted stock units that vest on Executive’s death. For avoidance of doubt, the provisions of this Section 7(c)(ii) shall not apply to (A1) if such termination occurs less than six months after grants made under the beginning of a performance periodOutperformance Plans, then performance-based vesting which shall be based on performance during the prior performance period governed by their terms as in effect from time to time and (B2) if option grants made under the XX Xxxxx Realty Corp. Amended 1997 Stock Option and Incentive Plan, as amended March 2002 (the “1997 Plan”) and the XX Xxxxx Realty Corp. Amended 2005 Stock Option and Incentive Plan, as amended September 2007 (the “2005 Plan”), which such options shall become fully vested and exercisable on the date of Executive’s termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during due to such interim period through the most recently completed fiscal quarterdeath in accordance with their terms as currently in effect. Furthermore, upon such death, any then vested unexercised stock options granted to Executive by Gramercy the Employer on or after January 1, 2004 shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired, or (B) the second January 1 after the date of Executive’s termination due to his death. Notwithstanding the foregoing, Executive shall only be entitled to receive the provisions vesting credit, payments and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under the Outperformance Plans, the 1997 Plan or the 2005 Plan to the extent that the aggregate Value of this such vesting credit, payments and other benefits and any other such accelerated vesting or benefits, on the date of Executive’s death, exceeds the amount payable to Executive’s beneficiaries under the life insurance (or self-insurance) provided pursuant to the second and third sentences of Section 6(c3(k) (the amount of such excess Value being referred to as the “Excess Value”). For purposes of the foregoing, “Value,” on a particular date, shall not apply to LTIP Units granted mean (A) for options which become vested, the product of the number of options multiplied by the excess, if any, the Fair Market Value (as defined in Section 3(g)) of the Common Stock as of such date over the exercise price of the option, (B) for restricted stock, restricted stock units, stock units made as a deferred compensation contribution pursuant to Section 3 hereof3(f) or other equity awards that deliver the full value of the underlying securities which become vested, which the Fair Market Value of such securities as of such date, and (C) for all other equity awards that become vested, the Fair Market Value of such awards as of such date as determined by the Compensation Committee. In the event Excess Value exists upon a termination of Executive’s employment pursuant to this Section 7(c), then each of the vesting credit, payments and other benefits set forth in Section 7(c)(ii) above and any accelerated vesting or other benefits under the Outperformance Plans, the 1997 Plan or the 2005 Plan that Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) would otherwise be entitled to pursuant to Section 7(c)(ii), the Outperformance Plans, the 1997 Plan or the 2005 Plan shall be governed pro rated based on a percentage equal to (A) the Excess Value divided by (B) the terms aggregate Value of all vesting credit, payments and other benefits and any accelerated vesting or other benefits that Executive’s estate (or a beneficiary designated by Executive in writing prior to his death) would be entitled to pursuant to Section 7(c)(ii) or the LTIP Unit Award Agreement entered into by ExecutiveOutperformance Plans, Gramercy and GKK Capital LP as of the date hereof1997 Plan or the 2005 Plan if no limitations on such amounts applied. Other than as may be provided under Section 4 or as expressly provided in this Section 6(c7(c), Gramercy the Employer shall have no further obligations hereunder following such termination.