EXHIBIT 10.7
CONSULTING AGREEMENT, dated July 15, 1997, among Capital Trust, a
California business trust (the "Company"), and Gary R. Garrabrant (the
"Consultant").
Preliminary statement
The Company wishes to engage the services of the Consultant as a
consultant and the Consultant wishes to serve the Company as a consultant, on
the terms set forth below.
Accordingly, the parties hereto agree as follows.
1. Engagement of the Consultant.
(a) The Company hereby agrees to engage the Consultant, and the
Consultant hereby agrees to serve, as a consultant to the
Company on the terms and conditions set forth herein during
the period commencing on the date hereof and ending on July
15, 1998.
(b) This Agreement may be terminated by the Company in the event
that for a period of 60 consecutive days Consultant is unable
by reason of illness or other inability or unwilling to
perform services as required hereunder in which case the fees
specified in section 4 shall be prorated to the date of
termination. This Agreement shall automatically terminate in
the event of the death of the Consultant.
2. Duties of the Consultant. The Consultant will provide such consulting
services as the Company requests, including strategic planning,
identifying and negotiating mergers, acquisitions, joint ventures and
strategic alliances, and advising as to capital structure.
3. Time commitment of the Consultant. The Consultant will make his
services available to the Company when and as needed by the Company,
subject to:
a. receipt by the Consultant of reasonable advance notice from
the Company of the need for the Consultant's services,
b. Consultant's bona fide prior commitments, and
c. the requirement that the Consultant not be required to spend
in excess of 15 hours per week providing consulting services
hereunder during the term of this agreement.
4. Compensation. The Consultant shall receive a consulting fee of $150,000
for his services during the term of this agreement, payable in equal
monthly installments during the term of this agreement.
5. Participation in the Company's Incentive Share Plan. The Consultant
shall be entitled to participate in the Company's Incentive Share Plan
on such basis as may be determined by the Compensation Committee of the
board of trustees of the Company.
6. No trustee liability. The Consultant agrees that the trustees of the
Company shall have no personal liability to the Consultant under this
agreement and that any obligation of the Company hereunder shall be
satisfied solely from the assets of the Company.
7. Independent Contractor. The parties agree that Consultant is an
independent contractor and that any persons whom Consultant may employ
to assist Consultant shall be deemed to be Consultant's employees in
all respects. Consultant agrees that Consultant is not an employee of
the Company and shall not be entitled to any benefits afforded by the
Company to its employees or employees of its affiliates by reason of
the services performed under this Agreement, other than as provided in
section 5 with respect to the Company's Incentive Share Plan. The
Company will not deduct from the consulting fees paid under this
Agreement any taxes, payments for unemployment compensation, social
security or other expenses unless required to do so by law and
Consultant will be responsible for payment of all such taxes and
expenses.
8. Miscellaneous. No provision of this agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed
in writing, and is signed by the Consultant and the Company. No waiver
by any party hereto at any time of any breach by any other party hereto
of, or compliance with, any condition or provision of this agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by any party which are not set forth expressly in this agreement.
The validity, interpretation, construction and performance of this
agreement shall be governed by the laws of the State of New York,
without regard to its principles of conflict of laws. This Agreement is
for the personal services of Consultant. Consultant's rights and
obligations hereunder may not be assigned by Consultant without the
prior written consent of the Company.
9. Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
10. Headings. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
agreement.
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IN WITNESS WHEREOF, the parties have executed this agreement on the
date first above written.
CAPITAL TRUST
By: /s/JOHN R. KLOPP
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By: /s/GARY R. GARRABRANT
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THE CONSULTANT
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