2012 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

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Exhibit 10.27

2012 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of July            , 2012 (the “Grant Date”), by Gramercy Property Trust Inc., a Maryland corporation (the “Company”), to            (“Grantee”).

WHEREAS, the award granted pursuant to this Agreement is being made to Grantee pursuant to that certain Employment and Noncompetition Agreement, dated as of June          , 2012, by and between the Company and Grantee (the “Employment Agreement”) in connection with the hiring of Grantee and is intended to constitute an employment inducement award pursuant to Section 303A.08 of the New York Stock Exchange Listed Company Manual;

WHEREAS, the Company maintains the 2012 Inducement Equity Incentive Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);

WHEREAS, Grantee is an employee of the Company; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has determined that it is in the best interests of the Company and its shareholders to grant restricted stock units to Grantee subject to the terms and conditions set forth below.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.             Grant of Restricted Stock Units. The Company hereby grants Grantee an award consisting of             restricted stock units (the “Stock Units”). The Stock Units are subject to the terms and conditions of this Agreement and the provisions of the Plan.

2.             Vesting and Settlement of Restricted Stock Units (Pre-Change-in-Control).

3.             Vesting and Settlement of Restricted Stock Units (On or After a Change-in-Control).

4.             Payment of Dividend Equivalent. On the Issuance Date for shares of Common Stock pursuant to Sections 2(b) or 3(b) above, the Company will pay to Grantee, in cash, an amount equal to the aggregate dividends that would have been paid with respect to such shares on or before the Issuance Date for such shares if such shares had been issued on the Grant Date. With respect to dividends with a record date prior to such Issuance Date and a payment date after such Issuance Date, the Company will pay Grantee, in cash, on the respective payment dates for such dividends, an amount equal to the amount of such dividends that would have been paid with respect to the shares of Common Stock issued on such Issuance Date as if they had been issued prior to the record date for such dividends. The payment of any such dividend equivalents is intended to comply with the requirements for a “short term deferral” under Section 409A of the Code and this Agreement and such equivalents will be construed and administered to comply with such requirements.

5.             Restrictions and Conditions. Subject to the provisions of the Plan and this Agreement, except as may otherwise be permitted by the Committee (after consideration of, among other things, any applicable securities and tax law considerations) in connection with Grantee’s trust or estate planning, Grantee shall not be permitted voluntarily or involuntarily to sell, assign, transfer, or otherwise encumber or dispose of the Stock Units or this award; provided that the foregoing restriction shall not apply to shares of Common Stock actually issued to Grantee pursuant to Sections 2(b) or 3(b) above. Except as may be provided in the Employment Agreement, upon the termination of Grantee’s employment with the Company for any reason, all Stock Units that have not vested shall thereupon, and with no further action, be forfeited by Grantee; provided however, that if such termination occurs after a Vesting Date, but prior to the date on which the Committee has determined the number of Earned Stock Units for such Vesting Date, then such forfeiture shall not occur until the date of such determination and shall only apply to the then outstanding Stock Units that do not become Earned Stock Units for such Vesting Date.

6.             Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein:

“Change-in-Control” means:

(a)      any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Grantee and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Grantee is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (1) the combined voting power of the Company’s then outstanding securities or (2) the then outstanding Common Stock (or other similar equity interest, in the case of a company other than a corporation), in either such case other than as a result of an acquisition of securities directly from the Company; or

(b)      there shall occur any consolidation or merger of the Company that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation or ceasing to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity; or

(c)      there shall occur (1) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company, as applicable, immediately prior to such sale, or (2) the approval by shareholders of the Company, as applicable, of any plan or proposal for the liquidation or dissolution of the Company, as applicable; or

(d)      the members of the Board of Directors of the Company (the “Board”) at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s shareholders was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

Notwithstanding the foregoing, a Change-in-Control shall not be deemed to have occurred upon the sale, lease, exchange or other transfer by the Company or its direct and indirect subsidiaries of (1) all of their collateral management agreements (or their rights thereunder) with respect to the assets owned by the indirect subsidiaries of the Company that have issued CDO bonds that are outstanding as of the date hereof (the “CDO Entities”), (2) all or substantially all of their interests in (or the underlying assets of) the CDO Entities, and/or (3) all or substantially all of the assets of the Company and its direct and indirect subsidiaries relating to the CDO Entities or the Company’s mortgage business generally.

“Common Stock” means the Company’s Common Stock, par value $.001 per share, either currently existing or authorized hereafter.

“Common Stock Price” means, as of a particular date, the average of the Fair Market Values of one share of the Common Stock for the thirty (30) trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided that appropriate adjustment will be made if any of such trading days is the ex-dividend date for a dividend or other distribution on the Common Stock and provided, further, that if such date is the date upon which a Transactional Change-in-Control occurs, the Common Stock Price as of such date shall be equal to the fair market value in cash, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change-in-Control for one share of Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” per share of Common Stock as of a particular date means (i) if shares of Common Stock are then listed on a national stock exchange, the closing sales price per share on the exchange for such date, as determined by the Committee, (ii) if shares of Common Stock are not then listed on a national stock exchange but are then traded on an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for such date, as determined by the Committee, or (iii) if shares of Common Stock are not then listed on a national stock exchange or traded on an over-the-counter market, such value as the Committee in its discretion may in good faith determine; provided that, where the shares of Common Stock are so listed or traded, the Committee may make such discretionary determinations where the shares of Common Stock have not been traded for 10 trading days.

“Measurement Stock Price” means, as of a particular date, the highest Common Stock Price where each of the days included in the 30-day period used to calculate such Common Stock Price is within the period of one hundred and twenty (120) days immediately preceding such date; provided, however, that if such date is the date upon which a Transactional Change-in-Control occurs, the Measurement Stock Price shall be equal to the Common Stock Price on such date.

“Transactional Change-in-Control” means (a) a Change-in-Control described in clause (a) of the definition thereof where the “person” or “group” makes a tender offer for Common Stock, or (b) a Change-in-Control described in clauses (b) or (c)(1) of the definition thereof.

7.             Miscellaneous.

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first set forth above.

[Signature Page to Restricted Stock Unit Award]