0001104659-08-025925 Sample Contracts

GRAMERCY CAPITAL CORP. New York, New York 10170
Gramercy Capital Corp • April 22nd, 2008 • Real estate investment trusts • New York

GKK Manager LLC (“GKK Manager”) and you are parties to an Employment and Noncompetition Agreement entered into between you and GKK Manager on July , 2004 (the “Employment and Noncompetition Agreement,” attached at Exhibit A) which also provides for certain obligations between you and Gramercy Capital Corp. (“Gramercy”). As you know, the Original Term (as defined in the Employment and Noncompetition Agreement; all terms used and not defined herein shall be as defined in the Employment and Noncompetition Agreement) was to have expired on August 2, 2008 (the “Initial Expiration Date”). This letter shall reflect the mutual agreement between Gramercy and you to terminate all positions you may have with Gramercy effective on April 16, 2008. This letter also sets forth the agreement (the “Agreement”) between you and Gramercy for ending your relationship, including releasing Gramercy and related persons or entities from any claims and permitting you to receive a continuation of certain benefit

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FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • April 22nd, 2008 • Gramercy Capital Corp • Real estate investment trusts • New York

This First Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of April 16, 2008, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Employer”), and Robert R. Foley (“Executive”).

SEVERANCE AGREEMENT
Severance Agreement • April 22nd, 2008 • Gramercy Capital Corp • Real estate investment trusts • New York

This SEVERANCE AGREEMENT (“Agreement”) is made as of the 16th day of April, 2008, between John Roche (“Executive”) and Gramercy Capital Corp., a publicly traded company (“Gramercy”), to be effective as of April 16, 2008 (the “Effective Date”). This Agreement is being entered into in connection with the Employment and Noncompetition Agreement, dated as of the date hereof, by and between GKK Manager LLC (the “Manager”) and Executive (as amended or superseded from time to time, the “Employment Agreement”).

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