Gramercy Property Trust Inc.

2015 Equity Incentive Plan

Stock Award Agreement

SUMMARY OF STOCK AWARD

The Compensation Committee of the Board of Directors of Gramercy Property Trust Inc. (the “Committee”) has determined to grant to you a stock award for shares of common stock of Gramercy Property Trust Inc. (the “Company”) under the Gramercy Property Trust Inc. 2015 Equity Incentive Plan (the “Plan”).  The terms of the award are set forth in the Stock Award Agreement (the “Agreement”) provided to you.  The following provides a summary of the key terms of the Agreement; however, you should read the entire Agreement, along with the terms of the Plan, to fully understand the Agreement.

*The Grantee must be employed by, or providing service to, the Employer (as defined in the Plan) on the applicable date for the applicable portion of the Stock Award to become vested.

Gramercy Property Trust Inc.

2015 Equity Incentive Plan

STOCK AWARD AGREEMENT

This STOCK AWARD AGREEMENT (this “Agreement”), dated as of _______ ___, 20___ (the “Date of Grant”), is delivered by Gramercy Property Trust Inc., a Maryland corporation (the “Company”) to _______ (the “Grantee”).

RECITALS

A.The Gramercy Property Trust Inc. 2015 Equity Incentive Plan (the “Plan”) provides for the grant of stock awards (“Stock Awards”). 

B.The Compensation Committee of the Board of Directors of the Company (the “Committee”) has decided to make a Stock Award grant under the Plan to the Grantee.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

The shares of Restricted Stock shall become fully vested, and the restrictions described in this Agreement shall lapse, with respect to _____________ shares on December 15, 2015, __________ shares on December 15, 2016, and ___________ shares on December 15, 2017, (each a “Vesting Date”), if the Grantee continues to be employed by, or provide service to, the Employer (as defined in the Plan) from the Date of Grant to the applicable Vesting Date.

If the Grantee ceases to be employed by, or provide services to, the Employer for any reason before the Restricted Stock is fully vested, the shares of Restricted Stock that are not then vested shall be forfeited and immediately returned to the Company.

During the period before the shares of Restricted Stock vest (the “Restriction Period”), the non‑vested Restricted Stock may not be sold, assigned, transferred, pledged or otherwise disposed of by the Grantee.  Any attempt to sell, assign, transfer, pledge or otherwise dispose of the shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.

The Company will hold the Restricted Stock as non‑certificated restricted shares until the Restricted Stock vests.  During the Restriction Period, the Grantee shall receive any cash dividends with respect to the shares of Restricted Stock, may vote the shares of Restricted Stock and may participate in any distribution pursuant to a plan of dissolution or complete liquidation of the Company.  In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the Restriction Period, the shares or other property issued or declared with respect to the non-vested shares of Restricted Stock shall be subject to the same terms and conditions relating to vesting as the shares to which they relate.

When the Grantee obtains a vested right to shares of Restricted Stock, vested shares shall be issued to the Grantee in non-certificated form free of the restrictions under Paragraph 2 of this Agreement.

The obligation of the Company to deliver shares of Company common stock under this Agreement shall be subject to all applicable laws, rules and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as the Company’s counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.  The Company may require that the Grantee make such representations as the Company deems appropriate.

All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes.

The Grantee will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares underlying this grant unless the shares are registered under the Securities Act of 1933, as amended (the “Securities Act”) or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the Securities Act.

The Grantee agrees to be bound by the Company’s policies regarding the limitations on the transfer of the shares subject to this grant and understands that there may be certain times during the year that the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the shares.  

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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

Gramercy Property Trust Inc.

I hereby (i) acknowledge receipt of the Plan incorporated herein, (ii) acknowledge that I have read this Agreement and understand the terms and conditions of it, (iii) accept the Stock Award described in this Agreement, (iv) agree to be bound by the terms of the Plan and this Agreement, and (v) agree that all the decisions and determinations of the Board or the Committee shall be final and binding on me and any other person having or claiming a right under this Award.