Exhibit
10.2


 


	
   

  	
  as
  of September 8, 2010

  



 


Mr. Gregory
F. Hughes


32
Pembroke Drive


Glen
Cove, New York 11542


 


Re:  Employment Agreement


 


Dear
Mr. Hughes:


 


Reference
is made to that certain Amended and Restated Employment and Noncompetition
Agreement, dated as of April 16, 2007, entered into by and between SL
Green Realty Corp. (the “Company”) and you, as amended to date (the “Employment
Agreement”).


 


This
letter evidences the following modifications to the Employment Agreement:


 


(1)                                  The Original
Term is hereby set to expire on November 30, 2010, and shall automatically
be extended for successive three (3) month periods (each a “Renewal Term”),
unless either party gives the other party at least twenty (20) days written
notice of non-renewal  prior to the
expiration of the then current term.


 


(2)                                  On September 30
and subject to your delivery of the Release Agreement provided for in Section 7(a) of
the Employment Agreement, you shall:


 


(a)                                  be issued a
number of shares of the Company’s common stock equal to 12,500 shares less the
number of shares that would have been held back by the Company to satisfy the
Company’s tax withholding obligations relating to the issuance of such
shares.  The shares issued shall
immediately vest.  On the date of
issuance, you will pay to the Company an amount, in cash, sufficient to satisfy
the Company’s tax withholding obligations relating to the issuance of such
shares;


 


(b)                                 be paid a cash
bonus in the amount of $250,000, plus an additional amount equal to the dollar
value of the reduction from the 12,500 shares noted in para 2(a) above,
which dollar value will be based on the closing price per share of the Company’s
common stock on the New York Stock Exchange on such date; and


 

















 


(c)                                  immediately
vest in the 11,944 shares of the Company’s common stock granted to you on January 12,
2010, which are otherwise scheduled to vest on January 12, 2011.


 


(3)                                  So long as the
Company has not terminated your employment for Cause or you have not terminated
your employment without Good Reason, then upon the date either party gives the
other written notice of non-renewal of the then current term, you shall
immediately surrender to the Company all right, title and interest you have in
and to the award granted to you pursuant to the Company’s 2010 Outperformance
Plan other than a 2.0% Participation Percentage in the Plan, and corresponding
number of Notional Units and Award LTIP Units on a pro rata basis with respect
to initial and additional Units granted thereunder.  The portion of your award under the 2010
Outperformance Plan that is not surrendered shall in all events remain subject
to performance based vesting, and so long as such performance based vesting has
been satisfied, then (x) 1.33% of the 2.0% shall become vested as follows:
(1) one-half (1/2) of the Award LTIP Units shall become vested on January 1,
2013; and (2) an additional one-quarter (1/4) of the Award LTIP Units
shall become vested on each of January 1, 2014 and 2015 and (y) .67%
of the 2.0% shall vest immediately.  With
respect to the portion of your award under the 2010 Outperformance Plan that is
not surrendered, the Award Agreement issued to you under the 2010
Outperformance Plan shall govern in all events, except with respect to any
requirement that you remain an employee of the Company to remain entitled to
the Award LTIP Units; and all terms used in this paragraph (d) shall be as
defined in the Award Agreement.


 


(4)                                  So long as the
Company has not terminated your employment for Cause or you have not terminated
your employment without Good Reason, then upon the expiration of the Employment
Period and subject to your delivery of the Release Agreement provided for in Section 7(a) of
the Employment Agreement, you shall be paid a cash bonus equal to the sum of (a) 12,500
multiplied by the closing price of the Company’s stock upon such expiration
plus (b) $250,000.


 


(5)                                  The provisions
of Section 8(b)(i) of the 2007 Employment Agreement shall remain
effective following the expiration of the Employment Period for a term of six (6) months.


 


2

















 


All
terms used and not defined herein shall be as defined in the Employment
Agreement.  Except as modified herein,
the terms and conditions of the Employment Agreement remain unmodified, and in
full force and effect.  This letter
supersedes any letter agreements between you and the Company, in their
entirety, relating to the subject matter hereof, and any other such letter
agreements shall be of no further force and effect.


 


Please
evidence your agreement to the terms and conditions set forth above by
executing this letter in the place indicated.


 


 


	
   

  	
  Sincerely,

  



 


 


Acknowledged and Agreed:


 


 


	
   

  	
   

  
	
  Gregory
  F. Hughes

  	
   

  



 


Date:
as of September 8, 2010


 


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