Exhibit 10.1


 


EMPLOYMENT AND NONCOMPETITION AGREEMENT


 


This
EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 4th day of November, 2010, to be effective November 4,
2010, by and between James Mead (“Executive”) and SL Green Realty Corp., a
Maryland corporation with its principal place of business at 420 Lexington
Avenue, New York, New York 10170 (the “Employer”).


 


1.             Term.  The term of this Agreement shall commence on November 4,
2010 and, unless earlier terminated as provided in Section 6 below, shall
terminate on December 31, 2013 (the “Current Term”);  provided,
however, that Sections 4 and 8 (and any enforcement or other procedural
provisions hereof affecting Sections 4 and 8) hereof shall survive the
termination of this Agreement as provided therein.  The Current Term shall automatically be
extended for successive six-month periods (each, a “Renewal Term”), unless
either party gives the other party at least three months’ written notice of
non-renewal.  In addition, in the event
that Executive has given notice of non-renewal of the term of this Agreement,
the Employer, at its sole option and discretion, may nevertheless extend the
Current Term or a Renewal Term by ninety (90) days (the “Extension Period”),
upon written notice to Executive at least one hundred and twenty (120) days
before the end of the Current Term or such Renewal Term, as applicable.  The period of Executive’s employment
hereunder consisting of the Current Term, all Renewal Terms, if any, and the
Extension Period, if any, is herein referred to as the “Employment Period.”


 


2.             Employment
and Duties.


 


(a)           Duties. 
During the Employment Period, Executive shall be employed in the
business of the Employer and its affiliates. 
Executive shall serve the Employer as a non-officer employee until December 1,
2010, and thereafter shall serve the Employer as a senior corporate executive
and shall have the title of Executive Vice President and Chief Financial
Officer of the Employer.  Executive will
report to the Chief Executive Officer of the Employer, or, at the direction of
the Chief Executive Officer, to the President. 
Executive’s duties and authority shall be those as would normally attach
to Executive’s position as Executive Vice President and Chief Financial
Officer, including such duties and responsibilities as are customary among
persons employed in similar capacities for similar companies, and as set forth
in the By-laws of the Employer and as otherwise established from time to time
by the Board of Directors of the Employer (the “Board”) and the Chief Executive
Officer of the Employer, but in all events such duties shall be commensurate
with his position as Executive Vice President and Chief Financial Officer of
the Employer.


 


(b)           Best Efforts. 
Executive agrees to his employment as described in this Section 2
and agrees to devote substantially all of his business time and efforts to the
performance of his duties under this Agreement, except as otherwise approved by
the Board; provided, however, that nothing herein shall be interpreted to
preclude Executive, so long as there is no material interference with his
duties hereunder, from (i) participating as an officer or director of, or
advisor to, any charitable or other tax-exempt organizations or otherwise
engaging in charitable, fraternal or trade group activities; (ii) investing and managing his assets as an investor
in other entities or business ventures; provided that he performs no management
or similar role (or, in the case of investments other than those in
entities or business ventures engaged in the Business (as defined in Section 8), he performs a management role comparable to the
role that a significant limited partner would have, but performs no day-to-day
management or similar role) with respect to such entities or ventures and such
investment does not violate Section 8 hereof; and provided,


 

















 


further, that, in any case in
which another party involved in the investment has a material business
relationship with the Employer, Executive shall give prior written notice
thereof to the Board; or (iii) serving as a member of the board of
directors of a for-profit corporation with the approval of the Chief Executive
Officer of the Employer.


 


(c)           Travel.  In
performing his duties hereunder, Executive shall be available for all
reasonable travel as the needs of the Employer’s business may require.  Executive shall be based in New York City or
Westchester County, or within 50 miles of Manhattan but not in New Jersey or
Long Island.


 


3.             Compensation
and Benefits.  In consideration of
Executive’s services hereunder, the Employer shall compensate Executive as
provided in this Agreement.


 


(a)           Base Salary. 
The Employer shall pay Executive an aggregate minimum annual salary at
the rate of $500,000 per annum through the end of the Employment Period (“Base
Salary”).  Base Salary shall be payable
bi-weekly in accordance with the Employer’s normal business practices.  Base Salary shall be reviewed by the Board or
Compensation Committee of the Board at least annually.


 


(b)           Sign-on Bonus. 
For services to be rendered during the Current Term, Executive shall
receive a bonus of $300,000 (the “Sign-on Bonus”), payable in cash on December 31,
2010; provided Executive remains employed by the Employer on such date.  In the event that Executive’s employment is
terminated for any reason before the date on which Executive relocates his
family to the New York City metropolitan area, Executive agrees to repay to the
Employer an amount equal to 60% of the Sign-on Bonus multiplied by a fraction,
the numerator of which is the number of days from the date on which Executive’s
employment terminates to and including July 31, 2011 and the denominator
of which is 270.  This repayment shall be
made no later than 30 days following the effective date of such termination.


 


(c)           Incentive Compensation/Bonuses.  In addition to Base Salary, with respect to
fiscal year 2011 and thereafter during the Employment Period, Executive shall
be eligible for and shall receive, upon approval of the Board or Compensation
Committee of the Board, such discretionary annual bonuses as the Employer, in
its sole discretion, may deem appropriate to reward Executive for job
performance; provided, however, that the annual bonus awarded to Executive for
2011 shall be at least $500,000.  In addition,
Executive shall be eligible to participate in any other bonus or incentive
compensation plans in effect with respect to senior executive officers of the
Employer, as the Board or Compensation Committee of the Board, in its sole
discretion, may deem appropriate to reward Executive for job performance.


 


(d)           Outperformance Plan Award.  Upon signing this Agreement, Employer shall
cause SL Green Operating Partnership, L.P. to grant Executive an award pursuant
to the SL Green Realty Corp. 2010 Notional
Unit Long-Term Compensation Plan (the “2010 Outperformance Plan”) of 4,483.95
Notional Units with a Participation Percentage equal to 1.33%.  It is
expressly understood that, with respect to the awards made to Executive
pursuant to the 2010 Outperformance Plan, the provisions of the 2010 Outperformance Plan, as amended from time to
time, and not the provisions of this Agreement shall govern in accordance with
their terms, except: (i) to the extent the provisions of this Agreement
are specifically referred to or incorporated into the 2010 Outperformance Plan
and (ii) as specifically provided otherwise in this Agreement.


 


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(e)           Stock Options. 
As determined by the Board or Compensation Committee of the Board, in
its sole discretion, Executive shall be eligible to participate in the Employer’s
then current Stock Option and Incentive Plan, which authorizes the grant of
stock options and stock awards of the Employer’s common stock (“Common Stock”)
and other equity-based awards or any successor thereto (any such plan being
referred to herein as the “Plan”).


 


(f)            Other Equity Awards.  As of the dates specified on Exhibit A
hereto, the Employer will grant 15,000 shares of restricted stock with
time-based vesting and 7,500 restricted stock units with performance-based
vesting to Executive, in accordance with definitive documentation which is
consistent with the terms summarized on Exhibit A hereto and which
is otherwise consistent with the Employer’s general practices for documentation
contemplated by the Plan.


 


(g)           Extension Period Compensation.  During the Extension Period, if any, in lieu
of the compensation set forth in Sections 3(a)-(e) above for such period,
the Employer shall pay Executive a salary (“Extension Period Salary”) during
such period in cash, at a per annum rate equal to the sum of the following: (i) Executive’s
Base Salary during the prior fiscal year; (ii) any annual cash bonus
earned by Executive for the prior fiscal year; and (iii) the value of that
portion of Executive’s full value equity awards granted on or after the date
hereof which vested during the prior fiscal year.  For the avoidance of doubt, the term “full
value equity awards” does not include stock options or grants under the 2010
Outperformance Plan or any future outperformance plan.  The value of the full value equity awards in
the foregoing clause (iii) shall be equal to the Fair Market Value of such
securities as of the vesting date.  For
purposes of the foregoing, “Fair Market Value” of a security on a particular
date means (i) if the securities are then listed on a national securities
exchange, the closing sales price of such security on the principal national
securities exchange on which such securities are listed on such date (or, if such
date is not a trading day, on the last trading day preceding such date ), (ii) if
the securities are not then listed on a national securities exchange but are
then traded on an over-the-counter market, the average of the closing bid and
asked prices for such securities in such over-the-counter market for such date
(or, if there were no sales on such date in such market, on the last preceding
date on which there was a sale of such Shares in such market, as determined by
the Compensation Committee of the Board), or (iii) if the securities are
not then listed on a national securities exchange or traded on an
over-the-counter market, such value as the Compensation Committee of the Board
in its discretion may in good faith determine; provided that, where the securities
are so listed or traded, the Compensation Committee of the Board may make such
discretionary determinations where the Shares have not been traded for 10
trading days.  Extension Period Salary
shall be payable bi-weekly in accordance with the Employer’s normal business
practices, except that if the annual cash bonus for Executive for the prior
fiscal year has not yet been determined as of any bi-weekly payment date, the
portion of the Extension Period Salary for such bi-weekly period that is based
on such annual cash bonus shall be paid promptly after the amount of such bonus
is determined.


 


(h)           Expenses. 
Executive shall be reimbursed for all reasonable business related
expenses incurred by Executive at the request of or on behalf of the Employer,
provided that such expenses are incurred and accounted for in accordance with
the policies and procedures established by the Employer.  Any expenses incurred during the Employment
Period but not reimbursed by the Employer by the end of the Employment Period,
shall remain the obligation of the Employer to so reimburse Executive.


 


(i)            Health and Welfare Benefit Plans.  During the Employment Period, Executive and
Executive’s immediate family shall be entitled to participate in such health
and welfare 


 


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benefit plans as the Employer shall maintain from
time to time for the benefit of senior executive officers of the Employer and
their families, on the terms and subject to the conditions set forth in such
plan.  Nothing in this Section shall
limit the Employer’s right to change or modify or terminate any benefit plan or
program as it sees fit from time to time in the normal course of business so
long as it does so for all senior executives of the Employer.


 


(j)            Vacations. 
Executive shall be entitled to paid vacations in accordance with the
then regular procedures of the Employer governing senior executive officers.


 


(k)           Other Benefits. 
During the Employment Period, the Employer shall provide to Executive
such other benefits, as generally made available to other senior executives of
the Employer; provided that it is acknowledged that the Employer’s Chief
Executive Officer and Chairman may be provided with additional benefits not
made available to Executive.


 


(l)            Timing of Expense Reimbursement.  All in-kind benefits provided and expenses
eligible for reimbursement under this Agreement must be provided by the
Employer or incurred by Executive during the time periods set forth in this
Agreement.  All reimbursements shall be
paid as soon as administratively practicable, but in no event shall any
reimbursement be paid after the last day of the taxable year following the
taxable year in which the expense was incurred. 
The amount of in-kind benefits provided or reimbursable expenses
incurred in one taxable year shall not affect the in-kind benefits to be
provided or the expenses eligible for reimbursement in any other taxable
year.  Such right to reimbursement or
in-kind benefits is not subject to liquidation or exchange for another benefit.


 


4.             Indemnification
and Liability Insurance.  The
Employer agrees to indemnify Executive to the extent permitted by applicable
law, as the same exists and may hereafter be amended, from and against any and
all losses, damages, claims, liabilities and expenses asserted against, or
incurred or suffered by, Executive (including the costs and expenses of legal
counsel retained by the Employer to defend Executive and judgments, fines and
amounts paid in settlement actually and reasonably incurred by or imposed on
such indemnified party) with respect to any action, suit or proceeding, whether
civil, criminal administrative or investigative in which Executive is made a
party or threatened to be made a party, either with regard to his entering into
this Agreement with the Employer or in his capacity as an officer or director,
or former officer or director, of the Employer or any affiliate thereof for
which he may serve in such capacity.  The
Employer also agrees to secure and maintain officers and directors liability
insurance providing coverage for Executive. The provisions of this Section 4
shall remain in effect after this Agreement is terminated irrespective of the
reasons for termination.


 


5.             Employer’s
Policies.  Executive agrees to
observe and comply with the reasonable rules and regulations of the
Employer as adopted by the Board and the Chief Executive Officer from time to
time regarding the performance of his duties and communicated to Executive, and
to carry out and perform orders, directions and policies communicated to him
from time to time by the Board and the Chief Executive Officer, so long as same
are otherwise consistent with this Agreement.


 


6.             Termination.  Executive’s employment hereunder may be
terminated under the following circumstances:


 


(a)           Termination by the Employer.


 


(i)            Death. 
Executive’s employment hereunder shall terminate upon his death.


 


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(ii)           Disability. 
If, as a result of Executive’s incapacity due to physical or mental
illness or disability, Executive shall have been incapable of performing his
duties hereunder even with a reasonable accommodation on a full-time basis for
the entire period of four consecutive months or any one hundred and twenty
(120) days in a one hundred and eighty day (180-day) period, and within thirty
(30) days after written Notice of Termination (as defined in Section 6(d))
is given he shall not have returned to the performance of his duties hereunder
on a full-time basis, the Employer may terminate Executive’s employment
hereunder.


 


(iii)          Cause.  The
Employer may terminate Executive’s employment hereunder for Cause.  For purposes of this Agreement, “Cause” shall
mean Executive’s:  (A) engaging in
conduct which is a felony; (B) material breach of any of his obligations
under Sections 8(a) through 8(e) of this Agreement; (C) willful
misconduct of a material nature or gross negligence with regard to the Employer
or any of its affiliates; (D) material fraud with regard to the Employer
or any of its affiliates; (E) willful or material violation of any
reasonable written rule, regulation or policy of the Employer applicable to
senior executives unless such a violation is cured within thirty (30) days
after written notice of such violation by the Board or the Chief Executive
Officer; or (F) failure to competently perform his duties which failure is
not cured within thirty (30) days after receiving notice from the Employer
specifically identifying the manner in which Executive has failed to perform
(it being understood that, for this purpose, the manner and level of Executive’s
performance shall not be determined based on the financial performance
(including without limitation the performance of the stock) of the
Employer).  For clarity, conduct shall not
be considered “willful” with respect to any action taken or not taken based on
the advice of the Company’s inside or outside legal counsel.


 


(iv)          Without Cause. 
Executive’s employment hereunder may be terminated by the Employer at
any time with or without Cause (as defined in Section 6(a)(iii) above),
by the Chief Executive Officer of the Employer or a majority vote of all of the
members of the Board upon written notice to Executive, subject only to the
severance and other payment provisions specifically set forth in Section 7.


 


(b)           Termination by Executive.


 


(i)            Disability. 
Executive may terminate his employment hereunder for Disability within
the meaning of Section 6(a)(ii) above.


 


(ii)           With Good Reason. 
Executive’s employment hereunder may be terminated by Executive with
Good Reason by written notice to the Board providing at least ten (10) days
notice prior to such termination.  For
purposes of this Agreement, termination with “Good Reason” shall mean the
occurrence of one of the following events within sixty (60) days prior to such
termination:


 


(A)          a material change in duties, responsibilities, status or
positions with the Employer that does not represent a promotion from or
maintaining of Executive’s duties, responsibilities, status or positions, except
in connection with the termination of Executive’s employment for Cause,
disability, retirement or death;


 


(B)           a failure by the Employer to pay compensation when due in 


 


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accordance with the provisions of Section 3,
which failure has not been cured within twenty (20) business days after the
notice of the failure (specifying the same) has been given by Executive to the
Employer;


 


(C)           a material breach by the Employer of any provision of this
Agreement, which breach has not been cured within thirty (30) days after notice
of noncompliance (specifying the nature of the noncompliance) has been given by
Executive to the Employer;


 


(D)          the Employer’s requiring Executive to be based in an office
not meeting the requirements of the last sentence of Section 2(c);


 


(E)           a reduction by the Employer in Executive’s Base Salary to
less than the minimum Base Salary set forth in Section 3(a);


 


(F)           the failure by the Employer to continue in effect an
equity award program or other substantially similar program under which
Executive is eligible to receive awards;


 


(G)           a material reduction in Executive’s benefits under any
benefit plan (other than an equity award program) compared to those currently
received (other than in connection with and proportionate to the reduction of
the benefits received by all or most senior executives or undertaken in order
to maintain such plan in compliance with any federal, state or local law or
regulation governing benefits plans, including, but not limited to, the
Employee Retirement Income Security Act of 1974, which shall not constitute
Good Reason for the purposes of this Agreement); or


 


(H)          the failure by the Employer to obtain from any successor to
the Employer an agreement to be bound by this Agreement pursuant to Section 15
hereof, which has not been cured within thirty (30) days after the notice of
the failure (specifying the same) has been given by Executive to the Employer.


 


(iii)          Without Good Reason. 
Executive shall have the right to terminate his employment hereunder
without Good Reason, subject to the terms and conditions of this Agreement.


 


(c)           Definitions. 
The following terms shall be defined as set forth below.


 


(i)            A “Change-in-Control” shall be deemed to have occurred
if:


 


(A)          any Person, together with all “affiliates” and “associates”
(as such terms are defined in Rule 12b-2 under the Securities Exchange Act
of 1934 (the “Exchange Act”)) of such Person, shall become the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Employer representing 25% or more
of either (1) the combined voting power of the Employer’s then outstanding
securities having the right to vote in an election of the Board (“Voting Securities”)
or (2) the then outstanding shares of all classes of stock of the Employer
(in either such case other than as a result of the acquisition of securities
directly from the Employer); or


 


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(B)           the members of the Board at the beginning of any
consecutive 24-calendar-month period commencing on or after the date hereof
(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 Employer’s
stockholders, was approved by a vote of at least a majority of the Incumbent
Directors, shall be deemed to be an Incumbent Director; or


 


(C)           there is consummated (1) any consolidation or merger
of the Employer or any subsidiary that would result in the Voting Securities of
the Employer 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 (2) 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 Employer, if
the shareholders of the Employer and unitholders of SL Green Operating
Partnership, L.P. taken as a whole and considered as one class immediately
before such transaction own, immediately after consummation of such
transaction, equity securities and partnership units possessing less than 50
percent of the surviving or acquiring company and partnership taken as a whole;
or


 


(D)          the stockholders of the Employer shall approve any plan or
proposal for the liquidation or dissolution of the Employer.


 


Notwithstanding the foregoing, a “Change-in-Control”
shall not be deemed to have occurred for purposes of the foregoing clause (A) solely
as the result of an acquisition of securities by the Employer which, by
reducing the number of shares of stock or other Voting Securities outstanding,
increases (x) the proportionate number of shares of stock of the Employer
beneficially owned by any Person to 25% or more of the shares of stock then
outstanding or (y) the proportionate voting power represented by the
Voting Securities beneficially owned by any Person to 25% or more of the
combined voting power of all then outstanding Voting Securities; provided,
however, that if any Person referred to in clause (x) or (y) of this
sentence shall thereafter become the beneficial owner of any additional stock
of the Employer or other Voting Securities (other than pursuant to a share
split, stock dividend, or similar transaction), then a “Change-in-Control”
shall be deemed to have occurred for purposes of the foregoing clause (A).


 


(ii)           “Person” shall have the meaning used in Sections 13(d) and
14(d) of the Exchange Act; provided however, that the term “Person” shall
not include (A) Executive or (B) the Employer, any of its
subsidiaries, or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan of the Employer or any of its
subsidiaries.  In addition, no
Change-in-Control shall be deemed to have occurred under clause (i)(A) above
by virtue of a “group” (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) becoming a beneficial owner as described in such clause, if
any individual or entity described in clause (A) or (B) of the
foregoing sentence is a member of such group.


 


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(d)           Notice of Termination.  Any termination of Executive’s employment by
the Employer or by Executive (other than on account of death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 11 of this Agreement.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and, as applicable, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated.  Executive’s employment shall terminate as of
the effective date set forth in the Notice of Termination (the “Termination
Date”), which date shall not be more than thirty (30) days after the date of
the Notice of Termination.  For avoidance
of doubt, a notice of non-renewal pursuant to Section 1 shall not be
considered a Notice of Termination.


 


7.             Compensation
Upon Termination; Change-in-Control.


 


(a)           Termination By Employer Without Cause or By Executive
With Good Reason.  If, during the
Employment Period (i) Executive is terminated by the Employer without
Cause pursuant to Section 6(a)(iv) above, or (ii) Executive
shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above,
then the Employment Period shall terminate as of the Termination Date,
Executive shall be entitled to receive his earned and accrued but unpaid Base
Salary on the Termination Date, and Executive shall also be entitled to the
following payments and benefits in lieu of any further compensation for periods
subsequent to the Termination Date, subject, in the case of the following
items, to (1) Executive’s execution of a mutual release agreement with the
Employer in form and substance reasonably satisfactory to Executive and the
Employer, whereby, in general, each party releases the other from all claims
such party may have against the other party (other than (A) claims against
the Employer relating to the Employer’s obligations under this Agreement,
including without limitation, Executive’s rights to indemnification and D&O
insurance coverage and to vested benefits under any employee benefit plan of
the Employer or any affiliate of the Employer in which Executive participates,
and certain other specified agreements arising in connection with or after
Executive’s termination, including, without limitation, Employer’s obligations
hereunder to provide severance payments and benefits and accelerated vesting of
equity awards and (B) claims against Executive relating to or arising out
of any act of fraud, intentional misappropriation of funds, embezzlement or any
other action with regard to the Employer or any of its affiliated companies
that constitutes a felony under any federal or state statute committed or
perpetrated by Executive during the course of Executive’s employment with the
Employer or its affiliates, in any event, that would have a material adverse
effect on the Employer, or any other claims that may not be released by the
Employer under applicable law) (the “Release Agreement”), which the Employer
shall execute within five (5) business days after such execution by
Executive, and (2) the effectiveness and irrevocability of the Release Agreement
with respect to Executive within thirty (30) days after the Termination Date
(with the 30th day after the Termination Date being referred
to herein as the “Release Effectiveness Date”):


 


(i)            Promptly following the Release Effectiveness Date, but no
later than the regular payroll payment date for the period in which the Release
Effectiveness Date occurs (the “Payment Date”), Executive shall receive a
prorated annual cash bonus equal to (A) the Average Annual Cash Bonus (as
defined below) multiplied by (B) a fraction, the numerator of which is the
number of days in the fiscal year in which Executive’s employment terminates
through the Termination Date (and the number of days in the prior fiscal year,
in the event that Executive’s annual cash bonus for such year had not been
determined as of the Termination Date) and the denominator of which is
365.  The Average Annual Cash Bonus shall
mean (i) if the termination occurs prior to the date on 


 


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which Executive’s annual cash bonus for 2011 is
determined, $500,000; (ii) if the termination occurs on or after the date
on which Executive’s annual cash bonus for 2011 is determined but prior to the
date on which Executive’s annual cash bonus for 2012 is determined, then the
annual cash bonus (including any portion of the annual cash bonus paid in the
form of shares of Common Stock, stock units or other equity awards, as
determined at the time of grant by the Compensation Committee of the Board, in
its sole discretion, and reflected in the minutes or consents of the
Compensation Committee of the Board relating to the approval of such equity
awards, but excluding any annual or other equity awards made other than as
payment of a cash bonus and excluding Executive’s Sign-on Bonus) (the “Total
Annual Cash Bonus”) earned by Executive for 2011 (but not less than $500,000);
and (iii) in all other cases, the average of the Total Annual Cash Bonuses
earned by Executive in respect of the two most recently completed fiscal years
for which the amount of the annual cash bonus has been determined.


 


(ii)           Executive shall receive as severance pay, in a single
payment on the Payment Date, an amount in cash equal to the sum of (A) the
Executive’s average annual Base Salary in effect during the twenty-four (24)
months immediately prior to the Termination Date (or, if shorter, the full
period of time during which Executive has been employed by the Employer) (the “Average
Annual Base Salary”), and (B) the Average Annual Cash Bonus.


 


(iii)          Executive shall
continue to receive all benefits described in Section 3(i) existing
on the Termination Date for a period of twelve (12) months after the
Termination Date, subject to the terms and conditions upon which such benefits
may be offered to continuing senior executives from time to time.  For purposes of the application of such
benefits, Executive shall be treated as if he had remained in the employ of the
Employer with a Base Salary at the rate in effect on the date of
termination.  Notwithstanding the
foregoing, (A) nothing in this Section 7(a)(iii) shall restrict
the ability of the Employer to amend or terminate the plans and programs
governing the benefits described in Section 3(i) from time to time in
its sole discretion so long as it does so for all senior executives of the
Employer, and (B) the Employer shall in no event be required to provide
any benefits otherwise required by this Section 7(a)(iii) after such
time as Executive becomes entitled to receive benefits of the same type from
another employer or recipient of Executive’s services (such entitlement being
determined without regard to any individual waivers or other similar
arrangements):


 


(iv)          Any unvested shares of restricted stock, restricted stock
units or other equity-based awards (i.e., shares, units or other awards then
still subject to restrictions under the applicable award agreement) granted to
Executive by the Employer shall not be forfeited on the Termination Date and
shall become vested (i.e., free from such restrictions), and any unexercisable
or unvested stock options granted to Executive by the Employer shall not be
forfeited on the Termination Date and shall become vested and exercisable, on
the Release Effectiveness Date.  Any
unexercised stock options granted to Executive by the Employer shall remain
exercisable until the second January 1 to follow the Termination Date or,
if earlier, the expiration of the initial applicable term stated at the time of
the grant.  For avoidance of doubt, the
provisions of this Section 7(a)(iv) shall not apply to grants made
under the 2010 Outperformance Plan, which shall be governed by its terms as in
effect from time to time.


 


(v)           In the event such termination occurs in connection with or
within eighteen (18) months after a Change-in-Control then, in addition to the
payments and 


 


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benefits set forth above (or, as specifically cited
below, in lieu of such payments and benefits): (A) in lieu of the
severance payment set forth in Section 7(a)(ii), Executive shall receive
as severance pay, in a single payment on the Release Effectiveness Date, an
amount in cash equal to two (2.0) times the sum of (I) the Average Annual
Base Salary and (II) the Average Annual Cash Bonus; (B) the
continuation of benefits provided for in the first sentence of Section 7(a)(iii) above
shall be extended from twelve (12) months to twenty-four (24) months, but shall
otherwise be subject to the terms of Section 7(a)(iii); and (C) neither
Executive nor the Employer shall be required to execute the Release Agreement
and all references throughout to the Release Effectiveness Date shall refer to
the Termination Date.


 


Other than as may be provided under Section 4
or as expressly provided in this Section 7(a) or Section 7(e),
the Employer shall have no further obligations hereunder following such
termination.


 


(b)           Termination By the Employer For Cause or By Executive
Without Good Reason.  If, during the
Employment Period, (i) Executive is terminated by the Employer for Cause
pursuant to Section 6(a)(iii) above, or (ii) Executive
voluntarily terminates his employment hereunder without Good Reason pursuant to
Section 6(b)(iii) above, then the Employment Period shall terminate
as of the Termination Date and Executive shall be entitled to receive his
earned and accrued but unpaid Base Salary on the Termination Date, but, for
avoidance of doubt, shall not be entitled to any annual cash bonus for the year
in which the termination occurs, severance payment, continuation of benefits or
acceleration of vesting or extension of exercise period of any equity awards,
except as otherwise provided in the documentation applicable to such equity
awards.  Other than as may be provided
under Section 4 or as expressly provided in this Section 7(b) or
Section 7(e), the Employer shall have no further obligations hereunder
following such termination.


 


(c)           Termination by Reason of Death.     If Executive’s employment terminates due
to his death during the Employment Period, Executive’s estate (or a beneficiary
designated by Executive in writing prior to his death) shall be entitled to the
following payments and benefits:


 


(i)            On the Termination Date, Executive’s estate (or a
beneficiary designated by Executive in writing prior to his death) shall
receive an amount equal to any earned and accrued but unpaid Base Salary and a
prorated annual cash bonus (equal to the Average Annual Cash Bonus multiplied
by a fraction, the numerator of which is the number of days in the fiscal year
in which Executive’s employment terminates through the date of Executive’s
death (and the number of days in the prior fiscal year, in the event that
Executive’s annual cash bonus for such year had not been determined as of the
date of Executive’s death) and the denominator of which is 365).


 


(ii)           Executive’s estate (or a beneficiary designated by
Executive in writing prior to his death) shall be credited with twelve (12)
months service after termination under any provisions governing restricted
stock, restricted stock units, options or other equity-based awards granted to
Executive by the Employer relating to the vesting or initial exercisability
thereof, and, if such twelve (12) months of credit would fall within a vesting
period, a pro rata portion of the unvested shares of restricted stock,
restricted stock units or other equity-based awards granted to Executive by the
Employer that otherwise would have become vested upon the conclusion of such
vesting period (assuming, if applicable, the attainment of any required
performance goals) shall become vested on the date of Executive’s termination
due to his death, and a pro rata portion of 


 


10

















 


the unexercisable stock options granted to Executive
by the Employer that otherwise would have become exercisable upon the
conclusion of such vesting period (assuming, if applicable, the attainment of
any required performance goals) shall become exercisable on the date of
Executive’s termination due to such death; provided that any unvested or
unexercisable restricted stock, restricted stock units, options or other
equity-based awards that were granted as payment of a cash bonus, as determined
at the time of grant by the Compensation Committee of the Board, in its sole
discretion, and reflected in the minutes or consents of the Compensation
Committee of the Board relating to the approval of such equity awards, shall
become fully vested and exercisable on the date of Executive’s death.  For avoidance of doubt, the provisions of
this Section 7(c)(ii) shall not apply to (1) grants made under
the 2010 Outperformance Plan, which shall be governed by their terms as in
effect from time to time and (2) option grants made under the SL Green
Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive Plan,
as amended from time to time (the “2005 Plan”), which options shall become
fully vested and exercisable on the date of Executive’s termination due to such
death in accordance with their terms as currently in effect.  Furthermore, upon such death, any vested
unexercised stock options granted to Executive by the Employer shall remain
vested and exercisable until the earlier of (A) the date on which the term
of such stock options otherwise would have expired, or (B) the second January 1
after the date of Executive’s termination due to his death.


 


Other than as may be provided under Section 4 or as expressly
provided in this Section 7(c) or Section 7(e), the Employer
shall have no further obligations hereunder following such termination.


 


(d)           Termination by Reason of Disability.  In the event that Executive’s employment
terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above,
Executive shall be entitled to receive his earned and accrued but unpaid Base
Salary on the Termination Date and Executive shall be entitled to the following
payments and benefits in lieu of any further compensation for periods
subsequent to the Termination Date, subject to (1) Executive’s execution
of the Release Agreement, which Release Agreement the Employer shall execute
within five (5) business days after such execution by Executive, and (2) the
effectiveness and irrevocability of the Release Agreement with respect to
Executive within thirty (30) days after the Termination Date:


 


(i)            On the Payment Date, Executive shall receive a prorated
annual cash bonus equal to the Average Annual Cash Bonus multiplied by a
fraction, the numerator of which is the number of days in the fiscal year in
which Executive’s employment terminates through the Termination Date (and the
number of days in the prior fiscal year, in the event that Executive’s annual
cash bonus for such year had not been determined as of the Termination Date)
and the denominator of which is 365.


 


(ii)           Executive shall receive as severance pay, in a single
payment on the Payment Date, an amount in cash equal to the sum of (A) the
Average Annual Base Salary and (B) the Average Annual Cash Bonus.


 


(iii)          Executive shall continue to receive
all benefits described in Section 3(i) existing on the Termination
Date for a period of thirty-six (36) months after the Termination Date, subject
to the terms and conditions upon which such benefits may be offered to
continuing senior executives from time to time. 
For purposes of the application of such benefits, Executive shall be
treated as if he had remained in the


 


11

















 


employ of the Employer with a
Base Salary at the rate in effect on the date of termination.  Notwithstanding the foregoing, (A) nothing
in this Section 7(d)(iii) shall restrict the ability of the Employer
to amend or terminate the plans and programs governing the benefits described
in Section 3(i) from time to time in its sole discretion so long as
it does so for all senior executives of the Employer, and (B) the Employer
shall in no event be required to provide any benefits otherwise required by
this Section 7(d)(iii) after such time as Executive becomes entitled
to receive benefits of the same type from another employer or recipient of
Executive’s services (such entitlement being determined without regard to any
individual waivers or other similar arrangements).


 


(iv)          Executive shall be credited with twelve (12) months of
service after termination under any provisions governing restricted stock, restricted
stock units, options or other equity-based awards granted to Executive by the
Employer relating to the vesting or initial exercisability thereof and, if such
twelve (12) months of credit would fall within a vesting period, a pro rata
portion of the unvested shares of restricted stock, restricted stock units or
other equity-based awards granted to Executive by the Employer that otherwise
would have become vested upon the conclusion of such vesting period (assuming,
if applicable, the attainment of any required performance goals) shall become
vested on the Release Effectiveness Date, and a pro rata portion of the
unvested or unexercisable stock options granted to Executive by the Employer
that otherwise would have become vested or exercisable upon the conclusion of
such vesting period (assuming, if applicable, the attainment of any required
performance goals) shall become vested and exercisable on the Release
Effectiveness Date; provided that any unvested or unexercisable restricted
stock, restricted stock units, options or other equity-based awards that were
granted as payment of a cash bonus, as determined at the time of grant by the
Compensation Committee of the Board, in its sole discretion, and reflected in
the minutes or consents of the Compensation Committee of the Board relating to
the approval of such equity awards shall become fully vested and exercisable on
the Release Effectiveness Date.  Any
vested unexercised stock options granted to Executive by the Employer shall
remain vested and exercisable until the earlier of (A) the date on which
the term of such stock options otherwise would have expired, or (B) the
second January 1 after the Termination Date.  For avoidance of doubt, the provisions of
this Section 7(d)(iv) shall not apply to (1) grants made under
the 2010 Outperformance Plan, which shall be governed by its terms as in effect
from time to time and (2) option grants made under the 2005 Plan, which
options shall become fully vested and exercisable on the date of Executive’s
termination due to such disability in accordance with their terms as currently
in effect.


 


Other
than as may be provided under Section 4 or as expressly provided in this Section 7(d) or
Section 7(e), the Employer shall have no further obligations hereunder
following such termination.


 


(e)           Notwithstanding any of the foregoing provisions to the
contrary and without regard to any release requirement, Executive (or his
estate, as applicable) shall be entitled to (i) receive payment for any
already accrued but unused vacation days and any unreimbursed expenses already
incurred on behalf of the Employer (to the extent consistent with the Employer’s
expense reimbursement policies absent a termination), (ii) retain any
already vested stock options or any other already vested equity-based
compensation (subject, in each case, to the terms of the underlying option or
equity award agreement and plan (including, without limitation, any provision
of an option providing for its expiration upon or within a certain number of
days following termination)), and (iii) retain any vested rights in any
401(k) plans in which he 


 


12

















 


participated during his employment, in the case of
each of (i)-(iii) above, as of the Termination Date.  Nothing in this Section 7 shall be
construed to limit any rights Executive may have to elect to continue his
health coverage pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”).


 


8.             Confidentiality;
Prohibited Activities.  Executive and
the Employer recognize that due to the nature of his employment and
relationship with the Employer, Executive has access to and develops
confidential business information, proprietary information, and trade secrets
relating to the business and operations of the Employer.  Executive acknowledges that (i) such
information is valuable to the business of the Employer, (ii) disclosure
to, or use for the benefit of, any person or entity other than the Employer,
would cause irreparable damage to the Employer, (iii) the principal businesses
of the Employer are the acquisition, development, management, leasing or
financing of any office real estate property, including without limitation the
origination of first-mortgage and mezzanine debt or preferred equity financing
for real estate projects throughout the United States (collectively, the “Business”),
(iv) the Employer is one of the limited number of persons who have
developed a business such as the Business, and (v) the Business is
national in scope.  Executive further
acknowledges that his duties for the Employer include the duty to develop and
maintain client, customer, employee, and other business relationships on behalf
of the Employer; and that access to and development of those close business
relationships for the Employer render his services special, unique and
extraordinary.  In recognition that the
goodwill and business relationships described herein are valuable to the
Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, and in consideration of the compensation
(including severance) arrangements hereunder, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by
Executive, Executive agrees as follows:


 


(a)           Confidentiality. 
During the term of this Agreement (including any renewals), and at all
times thereafter, Executive shall maintain the confidentiality of all
confidential or proprietary information of the Employer (“Confidential
Information”), and, except in furtherance of the business of the Employer or as
specifically required by law or by court order, he shall not directly or
indirectly disclose any such information to any person or entity; nor shall he
use Confidential Information for any purpose except for the benefit of the
Employer.  For purposes of this
Agreement, “Confidential Information” includes, without limitation:  client or customer lists, identities,
contacts, business and financial information (excluding those of Executive
prior to employment with Employer); investment strategies; pricing information
or policies, fees or commission arrangements of the Employer; marketing plans,
projections, presentations or strategies of the Employer; financial and budget
information of the Employer; new personnel acquisition plans; and all other
business related information which has not been publicly disclosed by the
Employer.  This restriction shall apply
regardless of whether such Confidential Information is in written, graphic,
recorded, photographic, data or any machine-readable form or is orally conveyed
to, or memorized by, Executive.  For the
avoidance of doubt, Section 8(a) shall not interfere with Executive’s
rights to retain copies of any documents or data relating to Executive’s
compensation and benefits (including, without limitation, copies of this
Employment Agreement, and side letters and any documents relating to any of
Executive’s equity-based award rights or other compensation and benefits)
and/or discuss same with Executive’s advisors or immediate family (in each
case, on a confidential basis).


 


(b)           Prohibited Activities.  Because Executive’s services to the Employer
are essential and because Executive has access to the Employer’s Confidential
Information, Executive covenants and agrees that, so long as the Employer has
not materially breached its obligations to Executive under this Agreement (or,
in the event such breach has occurred, the Employer has cured such breach or
such breach only occurred following a material breach by Executive of his
obligations under this Agreement):


 


13
















 


(i)            during the Employment Period, and for the six month
period following the termination of Executive by either party for any reason,
Executive will not, anywhere in the United
States, without the prior written consent of the Board which shall
include the unanimous consent of the Directors other than any other officer of
the Employer, directly or indirectly (individually, or through or on behalf of
another entity as owner, partner, agent, employee, consultant, or in any other
capacity), engage, participate or assist, as an owner, partner, employee,
consultant, director, officer, trustee or agent, in any element of the
Business, subject, however, to Section 8(c) below; provided, however,
that, if the Employment Period terminates upon or after the scheduled expiration
of the term of this Agreement (including any renewals or extensions) without
any early termination under Section 6, the restrictions of this Section 8(b)(i) shall
apply for three months (rather than six months) following the termination of
Executive’s employment; and


 


(ii)           during the Employment Period, and during (x) in the
case of clause (A) below, the 24-month period following the termination of
Executive by either party for any reason (including the expiration of the term
of the Agreement) other than a termination in connection with or within
eighteen (18) months after a Change-in-Control that constitutes a termination
either by the Employer without Cause or by Executive with Good Reason, or (y) the
one-year period following such termination in the case of clause (B) below,
Executive will not, without the prior written consent of the Board which shall
include the unanimous consent of the Directors who are not officers of the
Employer, directly or indirectly (individually, or through or on behalf of
another entity as owner, partner, agent, employee, consultant, or in any other
capacity), (A) solicit, encourage, or engage in any activity to induce any
employee of the Employer to terminate employment with the Employer, or to
become employed by, or to enter into a business relationship with, any other
person or entity, or (B) engage in any activity intentionally to interfere
with, disrupt or damage the Business of the Employer, or its relationships with
any client, supplier or other business relationship of the Employer.  For purposes of this subsection, the term “employee”
means any individual who is an employee of or consultant to the Employer (or
any affiliate) during the six-month period prior to Executive’s last day of
employment.


 


(c)           Other Investments/Activities.  Notwithstanding anything contained herein to
the contrary, Executive is not prohibited by this Section 8 from making
investments (i) expressly disclosed to the Employer in writing before the
date hereof; (ii) solely for investment purposes and without participating
in the business in which the investments are made, in any entity that engages,
directly or indirectly, in the acquisition, development, construction,
operation, management, financing or leasing of office real estate properties,
regardless of where they are located, if (x) Executive’s aggregate
investment in each such entity constitutes less than one percent of the equity
ownership of such entity, (y) the investment in the entity is in
securities traded on any national securities exchange, and (z) Executive
is not a controlling person of, or a member of a group which controls, such
entity; or (iii) if such investment is made in (A) assets other than
Competing Properties or (B) any entity other than one that is engaged,
directly or indirectly, in the acquisition, development, construction,
operation, management, financing or leasing of Competing Properties.  For purposes of this Agreement, a “Competing
Property” means an office real estate property: 
(i) located outside of New York City, unless the property (A) is
not an appropriate investment opportunity for the Employer, (B) is not
directly competitive with the Businesses of the Employer and (C) has a
fair market value at the time Executive’s investment is made of less than $25
million, or (ii) located in New York City.


 


14

















 


(d)           Employer Property. 
Executive acknowledges that all originals and copies of materials,
records and documents generated by him or coming into his possession during his
employment by the Employer are the sole property of the Employer (“Employer
Property”).  During his employment, and
at all times thereafter, Executive shall not remove, or cause to be removed,
from the premises of the Employer, copies of any record, file, memorandum,
document, computer related information or equipment, or any other item relating
to the business of the Employer, except as required by law or legal process or
in furtherance of his duties under this Agreement.  When Executive terminates his employment with
the Employer, or upon request of the Employer at any time, Executive shall
promptly deliver to the Employer all originals and copies of Employer Property
in his possession or control and shall not retain any originals or copies in any
form, except that Executive may retain a copy of his Rolodex or other similar
contact list.  For the avoidance of
doubt, Section 8(d) shall not interfere with Executive’s rights to
retain copies of any documents or data relating to Executive’s compensation and
benefits (including, without limitation, copies of this Employment Agreement,
and side letters and any documents relating to any of Executive’s equity-based
award rights or other compensation and benefits) and/or discuss same with
Executive’s advisors or immediate family (in each case, on a confidential
basis).


 


(e)           No Disparagement. 
For one (1) year following termination of Executive’s employment
for any reason, Executive shall not intentionally disclose or cause to be
disclosed any negative, adverse or derogatory comments or information about (i) the
Employer and its parent, affiliates or subsidiaries, if any; (ii) any
product or service provided by the Employer and its parent, affiliates or
subsidiaries, if any; or (iii) the Employer’s and its parent’s, affiliates’
or subsidiaries’ prospects for the future. 
For one (1) year following termination of Executive’s employment
for any reason, the Employer shall not disclose or cause to be disclosed any
negative, adverse or derogatory comments or information about Executive.  Nothing in this Section shall prohibit
either the Employer or Executive from testifying truthfully in any legal or
administrative proceeding or otherwise truthfully responding to any other
request for information or testimony that Executive is legally required to
respond to, or making any legally required disclosures, and/or discussing any
of the above with the Company’s legal advisors or Executive’s legal advisors on
a confidential basis.


 


(f)            Remedies. 
Executive declares that the foregoing limitations in Sections 8(a) through
8(e) above are reasonable and necessary for the adequate protection of the
business and the goodwill of the Employer. 
If any restriction contained in this Section 8 shall be deemed to
be invalid, illegal or unenforceable by reason of the extent, duration or scope
thereof, or otherwise, then the court making such determination shall have the
right to reduce such extent, duration, scope, or other provisions hereof to
make the restriction consistent with applicable law, and in its reduced form
such restriction shall then be enforceable in the manner contemplated
hereby.  In the event that Executive
breaches any of the promises contained in this Section 8, Executive
acknowledges that the Employer’s remedy at law for damages will be inadequate
and that the Employer will be entitled to specific performance, a temporary
restraining order or preliminary injunction to prevent Executive’s prospective
or continuing breach and to maintain the status quo.  The existence of this right to injunctive
relief, or other equitable relief, or the Employer’s exercise of any of these
rights, shall not limit any other rights or remedies the Employer may have in
law or in equity, including, without limitation, the right to arbitration contained
in Section 9 hereof and the right to compensatory and monetary
damages.  Executive hereby agrees to
waive his right to a jury trial with respect to any action commenced to enforce
the terms of this Agreement.  Executive shall have remedies comparable to those
of the Employer as set forth above in this Section 8(f) if the
Employer breaches Section 8(e).


 


15

















 


(g)           Transition. 
Regardless of the reason for his departure from the Employer, Executive
agrees that at the Employer’s sole costs and expense, for a period of not more
than thirty (30) days after termination of Executive, he shall take all steps
reasonably requested by the Employer to effect a successful transition of
client and customer relationships to the person or persons designated by the
Employer, subject to Executive’s obligations to his new employer.


 


(h)           Cooperation with Respect to Litigation.  During the Employment Period and at all times
thereafter, Executive agrees to give prompt written notice to the Employer of
any formally asserted claim relating to the Employer and to cooperate fully, in
good faith and to the best of his ability with the Employer in connection with
any and all pending, potential or future claims, investigations or actions
which directly or indirectly relate to any action, event or activity about
which Executive has or is reasonably believed by the Employer to have direct
material knowledge in connection with or as a result of his employment by the
Employer hereunder, provided that Executive is not waiving any legal rights he
may have.  Such cooperation will include
all assistance that the Employer, its counsel or its representatives may
reasonably request, including reviewing documents, meeting with counsel,
providing factual information and material, and appearing or testifying as a
witness; provided, however, that the Employer will reimburse Executive for all
reasonable expenses, including travel, lodging and meals, and reasonable legal
fees and expenses (except to the extent that legal representation is provided
by the Employer at the Employer’s expense) incurred by him in fulfilling his
obligations under this Section 8(h) and, except as may be required by
law or by court order, should Executive then be employed by an entity other
than the Employer, such cooperation will not materially interfere with
Executive’s then current employment or his efforts to obtain new
employment.  In addition, for all time
that Executive reasonably expends at the request of the Employer in  cooperating with the Company pursuant to this
Section 8(h) when Executive is no longer employed by the Employer,
the Employer shall compensate Executive at a per diem rate equal to the sum of (A) Base
Salary in Executive’s last fiscal year of employment during the Employment
Period plus (B) Executive’s actual annual cash bonus for the last full
fiscal year of employment during the Employment Period for which such a bonus
was determined, divided by 220; provided that Executive’s right to such
compensation shall not apply to time spent in activities that could have been
compelled pursuant to a subpoena, including testimony and related attendance at
depositions, hearings or trials.


 


(i)            Survival. 
The provisions of this Section 8 and any other provisions relating
to the enforcement thereof shall survive termination of Executive’s employment.


 


9.             Arbitration.  Any controversy or claim arising out of or
relating to this Agreement or the breach of this Agreement (other than a
controversy or claim arising under Section 8, to the extent necessary for
the Employer (or its affiliates, where applicable) to avail itself of the
rights and remedies referred to in Section 8(f)) that is not resolved by
Executive and the Employer (or its affiliates, where applicable) shall be submitted
to arbitration in New York, New York in accordance with New York law and the
procedures of the American Arbitration Association.  The determination of the arbitrator(s) shall
be conclusive and binding on the Employer (or its affiliates, where applicable)
and Executive and judgment may be entered on the arbitrator(s)’ award in any
court having jurisdiction.


 


10.           Conflicting
Agreements.  Executive hereby
represents and warrants that the execution of this Agreement and the
performance of his obligations hereunder will not breach or be in conflict with
any other agreement to which he is a party or is bound, and that he is not now
subject to any covenants against competition or similar covenants which would
affect the performance of his obligations hereunder.


 


16

















 


11.           Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand and or sent by prepaid telex, cable or other electronic devices or
sent, postage prepaid, by registered or certified mail or telecopy or overnight
courier service and shall be deemed given when so delivered by hand, telexed,
cabled or telecopied, or if mailed, three (3) days after mailing (one (1) business
day in the case of express mail or overnight courier service), as follows:


 


	
  (a)

  	
  if to Executive:

  
	
   

  	
   

  
	
   

  	
  James
  Mead, at the address shown on the execution page hereof

  
	
   

  	
   

  
	
   

  	
  With
  a copy to

  
	
   

  	
   

  
	
   

  	
  Brian
  T. Foley, Esq.

  
	
   

  	
  Brian
  Foley & Company, Inc.

  
	
   

  	
  1
  North Broadway

  
	
   

  	
  White
  Plains, NY 10601

  
	
   

  	
   

  
	
  (b)

  	
  if to the Employer:

  
	
   

  	
   

  
	
   

  	
  SL
  Green Realty Corp.

  
	
   

  	
  420
  Lexington Avenue

  
	
   

  	
  New
  York, New York 10170

  
	
   

  	
  Attn:
  General Counsel

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Goodwin
  Procter LLP

  
	
   

  	
  Exchange
  Place

  
	
   

  	
  Boston,
  Massachusetts 02109

  
	
   

  	
  Attention:
  Daniel P. Adams

  



 


or
such other address as either party may from time to time specify by written
notice to the other party hereto.


 


12.           Amendments.  No amendment, modification or waiver in
respect of this Agreement shall be effective unless it shall be in writing and
signed by the party against whom such amendment, modification or waiver is
sought.


 


13.           Severability.  If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstances shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion hereof) or the application of such provision
to any other persons or circumstances.


 


14.           Withholding.  The Employer shall be entitled to withhold
from any payments or deemed payments any amount of tax withholding it
determines to be required by law.


 


15.           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors and assigns, including any corporation with which or into 


 


17

















 


which
the Employer may be merged or which may succeed to its assets or business,
provided, however, that the obligations of Executive are personal and shall not
be assigned by him.  This Agreement shall
inure to the benefit of and be enforceable by Executive’s personal and legal
representatives, executors, administrators, assigns, heirs, distributees,
devisees and legatees.


 


16.           Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such 
counterparts have been signed by each of the parties and  delivered to the other party.


 


17.           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within  such State, without regard to the conflicts
of law principles of such State.


 


18.           Choice
of Venue.  Subject to the provisions
of Section 9, Executive agrees to submit to the jurisdiction of the United
States District Court for the Southern District of New York or the Supreme
Court of the State of New York, New York County, for the purpose of any action
to enforce any of the terms of this Agreement.


 


19.           Parachutes.


 


(a)   Notwithstanding any other provision of this Agreement, if all or
any portion of the payments and benefits provided under this Agreement
(including without limitation any accelerated vesting and any other payment or
benefit received in connection with a Change-in-Control or the termination of
Executive’s employment), or any other payments and benefits which Executive
receives or is entitled to receive under any plan, program, arrangement or
other agreement, whether from the Employer or an affiliate of the Employer, or
any combination of the foregoing, would constitute an excess “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”) (whether or not under an existing plan, arrangement or
other agreement) (each such parachute payment, a “Parachute Payment”), and
would result in the imposition on Executive of an excise tax under Section 4999
of the Code or any successor thereto, then the following provisions shall
apply:


 


(i)            If the Parachute Payment, reduced by the sum of (1) the
Excise Tax and (2) the total of the federal, state, and local income and
employment taxes payable by Executive on the amount of the Parachute Payment
which are in excess of the Threshold Amount, are greater than or equal to the
Threshold Amount, Executive shall be entitled to the full benefits payable
under this Agreement.


 


(ii)           If the Threshold Amount is less than (x) the
Parachute Payment, but greater than (y) the Parachute Payment reduced by
the sum of (1) the Excise Tax and (2) the total of the federal, state,
and local income and employment taxes on the amount of the Parachute Payment
which are in excess of the Threshold Amount, then the Parachute Payment shall
be reduced (but not below zero) to the extent necessary so that the sum of all
Parachute Payments shall not exceed the Threshold Amount.  In such event, the Parachute Payment shall be
reduced in the following order:  (1) cash
payments not subject to Section 409A of the Code; (2) cash payments
subject to Section 409A of the Code; (3) equity-based payments and
acceleration; and (4) non-cash forms of benefits.  To the extent any payment is to be made over
time (e.g., in installments, etc.), then the payments shall be reduced in
reverse chronological order.


 


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(b)   For the purposes of this Section 19, “Threshold Amount” shall
mean three times Executive’s “base amount” within the meaning of Section 280G(b)(3) of
the Code and the regulations promulgated thereunder less one dollar ($1.00);
and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the
Code, and any interest or penalties incurred by Executive with respect to such
excise tax.


 


(c)   The determination as to which of the alternative provisions of Section 19(a) shall
apply to Executive shall be made by a certified public accounting firm of
national reputation reasonably selected by the Employer.  Executive and the Employer shall provide the
accounting firm with all information which any accounting firm reasonably deems
necessary in computing the Threshold Amount. For purposes of determining which
of the alternative provisions of Section 19(a) shall apply, Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation applicable to individuals for the calendar year in
which the determination is to be made, and state and local income taxes at the
highest marginal rates of individual taxation in the state and locality of
Executive’s residence on the Termination Date, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.  Any determination by the
accounting firm shall be binding upon the Employer and the Executive.


 


20.           Section 409A.


 


(a)   Anything in this Agreement to the contrary notwithstanding, if at
the time of Executive’s separation from service within the meaning of Section 409A
of the Code, the Employer determines that Executive is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to
the extent any payment or benefit that Executive becomes entitled to under this
Agreement on account of Executive’s separation from service would be considered
deferred compensation subject to the 20 percent additional tax imposed pursuant
to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of
the Code, such payment shall not be payable and such benefit shall not be
provided until the date that is the earlier of (A) six (6) months and
one day after Executive’s separation from service, or (B) Executive’s
death.  If any such delayed cash payment
is otherwise payable on an installment basis, the first payment shall include a
catch-up payment covering amounts that would otherwise have been paid during
the six-month period but for the application of this provision, and the balance
of the installments shall be payable in accordance with their original
schedule.  Any payments delayed pursuant
to this Section 20(a) shall bear interest during the period of such
delay at the simple rate of 5% per annum.


 


(b)   The parties intend that this Agreement will be administered in
accordance with Section 409A of the Code. 
To the extent that any provision of this Agreement is ambiguous as to
its compliance with Section 409A of the Code, the provision shall be read
in such a manner so that all payments hereunder comply with Section 409A
of the Code.  The parties agree that this
Agreement may be amended, as reasonably requested by either party, and as may
be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits
provided hereunder without additional cost to either party.


 


(c)   To the extent that any payment or benefit described in this
Agreement constitutes “non-qualified deferred compensation” under Section 409A
of the Code, and to the extent that such payment or benefit is payable upon the
Executive’s termination of employment, then such payments or benefits shall be
payable only upon the Executive’s “separation from service.”  The determination of whether and when a
separation from service has occurred shall be made in accordance with the
presumptions set forth in Treasury Regulation Section 1.409A-1(h).


 


19

















 


(d)   The Employer makes no representation or warranty and shall have no
liability to Executive or any other person if any provisions of this Agreement
are determined to constitute deferred compensation subject to Section 409A
of the Code but do not satisfy an exemption from, or the conditions of, such
Section.


 


21.           Entire
Agreement.  This Agreement
(including, without limit, any attached exhibits thereto and any equity and
award agreements referred to herein or therein) contains the entire agreement
and understanding between the parties hereto with  respect to the subject matter hereof and
supersedes all prior  agreements and
understandings relating to such subject matter. 
The parties hereto shall not be liable or bound to any other party in
any manner by any representations, warranties or covenants relating to such
subject matter except as specifically set forth herein.


 


22.           Section Headings.  Section headings used in this Agreement
are included for convenience of reference only and will not affect the meaning
of any provision of this Agreement.


 


23.           Board
Approval.  The Employer represents
that the Board (or the Compensation Committee thereof) has approved the
economic terms of this Agreement.


 


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left blank]


 


20

















 


IN WITNESS WHEREOF, this Employment and
Noncompetition Agreement is entered into as of the date and year first written
above.


 


	
   

  	
  SL
  GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Marc Holliday

  
	
   

  	
   

  	
  Name:

  	
  Marc
  Holliday

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  



 


EXECUTIVE:


 


	
   /s/ James Mead

  	
   

  
	
  Name:
  James Mead

  	
   

  



 


21
















 


EXHIBIT A


 


RESTRICTED STOCK


 


Restricted
Stock (Time-Based Vesting)


 


1.  Plan:  SL Green Realty Corp. Second Amended and
Restated 2005 Stock Option and Incentive Plan (the “Plan”)


 


2.  Grant
Date: Signing date of this Agreement


 


3.  Total
Number of Shares:  15,000


 


4.  Dividends
will be paid on all 15,000 shares whether vested or not.


 


5. 
Vesting:  Subject to acceleration
as set forth in the Agreement, the shares of restricted stock shall vest, if
and as employment continues, at the times (each, a “Vesting Date”) and in the
amounts set forth below:


 




	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
  December 31, 2011

  	
   

  	
  5,000

  	
   

  
	
  December 31, 2012

  	
   

  	
  5,000

  	
   

  
	
  December 31, 2013

  	
   

  	
  5,000

  	
   

  






 


Restricted
Stock Units (Performance-Based Vesting)


 


1.  Plan: 
The Plan


 


2.  Grant Date: Signing date of this Agreement


 


3.  Total
Number of Units:  7,500


 


4.  Dividend
equivalents shall be credited on each restricted stock unit at the dividend
payment date as though each restricted stock unit was, as of the applicable
record date for such dividend, an outstanding share of Common Stock.  Dividend equivalents so credited will be paid
in cash if and when the underlying Units become vested.


 


5.  Form of
Payment of Units:  Shares of Common Stock


 


6. 
Vesting:  Subject to acceleration
as set forth in the Agreement, the restricted stock units shall vest (subject
to clauses (i) and (ii) below), if and as employment continues, at
the times (each, a “Vesting Date”) and in the amounts set forth below:


 




	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
  December 31, 2011

  	
   

  	
  2,500

  	
   

  
	
  December 31, 2012

  	
   

  	
  2,500

  	
   

  
	
  December 31, 2013

  	
   

  	
  2,500

  	
   

  






 


The
performance criteria applicable to the restricted stock units subject to this
Paragraph 5 are as follows:


 


(i)                                     Such restricted stock units
shall vest in the applicable year if the Employer achieves either (A) a 7%
per year increase in funds from operations on a per-share of Common Stock of
the Employer basis or (B) a 7% per year stock price appreciation on each
share of Common Stock outstanding during the entire period, in each case,
during the fiscal year ending on the applicable Vesting Date.


 


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(ii)                                  If, with respect to the
number of restricted stock units noted after each Vesting Date, the performance
criteria set forth in paragraph (i) above are not achieved in the fiscal
year immediately preceding the applicable Vesting Date, but are achieved on a
cumulative basis beginning with 2011, and, in each case, ending with the fiscal
year ending on the applicable Vesting Date, then, if and as employment
continues through such subsequent Vesting Date, the performance criteria will
be met for such restricted stock units as of such subsequent Vesting Date.  Any units subject to this Paragraph 5 that
have not vested as of the last Vesting Date shall be forfeited.


 


Notwithstanding
the foregoing, if the performance criteria set forth in paragraph (i) above
for a particular year (or on a cumulative basis as set forth in paragraph (ii) above)
are not met, but the Employer’s percentage stock price appreciation or increase
in funds from operations on a per-share of Common Stock of the Employer basis  is in the top one-third of its peer group companies (as to
be determined for such year by the committee administering the Plan, in its
sole discretion) for such year (or years on a cumulative basis beginning with
2011), then the performance criteria shall be deemed to have been met for such
year.


 


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