Gramercy Property Trust Inc.

2015 Equity Incentive Plan

NONQUALIFIED STOCK OPTION AGREEMENT

SUMMARY OF NONQUALIFIED STOCK OPTION AWARD

The Board of Directors of Gramercy Property Trust Inc. (the “Board”) has determined to grant to you a nonqualified stock option to purchase 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 Nonqualified Stock Option 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.

*Unless terminated earlier in accordance with the terms of the Agreement and the Plan.

Gramercy Property Trust Inc.

2015 Equity Incentive Plan

NONQUALIFIED STOCK OPTION AGREEMENT

This NONQUALIFIED STOCK OPTION 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 options to purchase shares of common stock of the Company. 

B.The Board of Directors of the Company (the “Board”) has decided to make a nonqualified stock option grant under the Plan to the Grantee, which the Board has determined is part of the compensation package for the 2015 calendar year to the Grantee as a non-employee member of the Board of Directors of the Company.

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

The Option shall have a term of ten (10) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. 

The Option will terminate automatically upon the happening of the first of the following events:

Other than Disability, Death or Cause.  If the Grantee ceases to provide service as a Non-Employee Director (as defined in the Plan) of the Company for any reason other than Disability (as defined below), death or for Cause (as defined below), the Option held by the Grantee may be exercised at any time prior to the earlier of the expiration date of the Option or the expiration of the 90-day period following the Grantee’s ceasing to provide service as a Non-Employee Director of the Company.

Disability.  If the Grantee ceases to provide service as a Non-Employee Director of the Company due to the Grantee’s Disability, the Option may be exercised at

any time prior to the earlier of the expiration date of the Option or the expiration of the one year period following the Grantee’s ceasing to provide service as a Non-Employee Director on account of Disability.

Death.  In the event of the death of the Grantee while serving as a Non-Employee Director, or during the 3-month period following the date the Grantee ceases to provide service as a Non-Employee Director under clause (i) above, the Option may be exercised by the personal representative of the Grantee’s estate, or the personal representative under applicable law if the Grantee dies intestate, at any time prior to the earlier of the expiration date of the Option or the expiration of the one year period following the date the Grantee ceases to provide service as a Non-Employee Director. 

Cause.  In the event the Grantee ceases to provide service as a Non-Employee Director for Cause, the Option will terminate on the date of the Grantee ceases to provide service as a Non-Employee Director for Cause.

In no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. 

Subject to the provisions of Paragraph 2 above, the Grantee may exercise part or all of the exercisable Option by giving the Company irrevocable written notice of intent to exercise on a form provided by the Company and delivered in the manner provided in Paragraph 13 below, specifying the number of Shares as to which the Option is to be exercised.  Payment of the exercise price must be made prior to the issuance of the Shares.  The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Board, by delivering Shares, which shall be valued at their Fair Market Value on the date of delivery, or by attestation (on a form prescribed by the Board) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) with approval of the Board, by a “net exercise” in accordance with the procedures established by the Board, (v) by such other method as the Board may approve, to the extent permitted by applicable law or (vi) by any combination of the foregoing.  The Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. 

The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, 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 (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation 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, if applicable.

“Cause” shall mean (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the written policies and practices of the Company and the Board; (iii) the commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or its subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) acts or omissions constituting a material failure to perform substantially and adequately the duties of a Non-Employee Director; (vi) any illegal act detrimental to the Company its subsidiaries or any affiliate thereof or (vii) the Grantee’s failure to competently perform his or her duties after receiving notice from the Company specifically identifying the manner in which the Grantee has failed to perform. 

“Disabled” or “Disability” shall mean a disability which renders the Grantee incapable of performing all of his or her material duties for a period of at least 180 consecutive or non-consecutive days during a consecutive twelve-month period. 

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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 Option 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 shall be final and binding on me and any other person having or claiming a right under this Award.