July 1, 2015

Exhibit 10.3


July 1, 2015


Jon Clark

521 Fifth Avenue, 30th Floor

New York, NY 10175


Dear Mr. Clark:


Reference is made herein to the Agreement and Plan of Merger, by and among Gramercy Property Trust Inc. (the “Company”), Columbus Merger Sub, LLC and Chambers Street Properties (“Chambers Street”), dated as of the date hereof (the “Merger Agreement”), pursuant to which the Company will merge with and into a wholly owned subsidiary of Chambers Street (the “Merger”).


You hereby agree that the transactions contemplated by the Merger Agreement will not constitute a “Change-in-Control” for purposes of the 2012 Long-Term Outperformance Plan Award Agreement between you, the Company, and GPT Property Trust LP (the “Partnership”), dated as of March 12, 2013 (the “LTIP Agreement”), and waive any right to have such transactions treated as a “Change-in-Control” for purposes of such agreement.  You acknowledge that such waiver is made knowingly and voluntarily, and in consideration of your continued employment and such other benefits as may accrue to you and/or the Company in connection with the contemplated transactions.  The waiver set forth in this paragraph applies only to the LTIP Agreement, and the Company acknowledges that consummation of the transactions contemplated by the Merger Agreement will be a change in control (or similar term) for purposes of all other Company Benefit Plans (as defined in the Merger Agreement), including your Employment Agreement (as defined below).


You further acknowledge that it is anticipated that, following the Merger, you will continue to hold LTIP Units (as defined in the Merger Agreement) with terms and conditions equivalent in all material respects to the current terms and conditions of your LTIP Units, except that references to shares of common stock of the Company in the Fourth Amended and Restated Agreement of Limited Partnership of GPT Property Trust LP (the “LP Agreement”) will effectively refer instead to the number of Chambers Street common shares issuable in respect of each Company common share in the Merger (and the performance targets under the LTIP Agreement will be adjusted to reflect the Exchange Ratio (as defined in the Merger Agreement)), and you hereby agree to such adjustments to the LP Agreement, and to execute any documents necessary to effectuate such adjustments, as may be necessary or appropriate to effectuate the foregoing and such other adjustments as may be proposed by the Company which do not materially and adversely modify the rights, powers and privileges of the LTIP Units.


You, the Company, and the Partnership (the successor of the liabilities of GKK Manager LLC under your Employment Agreement) agree that the Employment and Noncompetition Agreement between you and GKK Manager LLC, dated as of April 27, 2009, as amended (the “Employment Agreement”) is hereby amended to provide that in the event that your employment is terminated during the 18-month period immediately following the Effective Time (as defined in the Merger Agreement) under circumstances entitling you to severance under Section 7(a) of the Employment Agreement, the reference to “12 months” in the first sentence of Section 7(a)(v)



of the Employment Agreement shall be deemed to refer to “24 months,” as shall the reference to “12 months” in the description in the following sentence of the severance amount to be paid in a lump sum.  The parties further clarify that the reference in Section 7(a)(iii) of the Employment Agreement to Section 3(d) of the Employment Agreement is a scrivener’s error and is intended to refer to Section 3(c) of the Employment Agreement).


This letter is limited to the transactions contemplated by the Merger Agreement and will not apply to any other transaction.


Please sign below to indicate your agreement to the terms set forth herein.


[Signature Page Follows]









The Company






/s/ Edward Matey



Name: Edward Matey









Acknowledged and Agreed:


Acknowledged and Agreed:






The Partnership







/s/ Jon Clark


/s/ Edward Matey

Name: Jon Clark


Name: Edward Matey