Exhibit 10.45


 


SL GREEN REALTY CORP.


 


INDEPENDENT DIRECTORS’ DEFERRAL PROGRAM


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Grants
  Under the Stock Option Plan; Administration of Program

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Effective
  Date of Program; Termination of the Program

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Eligibility

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Cash
  Fees and Options

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Phantom
  Stock Units

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Dividend Equivalent Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Settlement and Withdrawal

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Amendment and Modification

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Assignment
  and Alienation; No Funding; Etc

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  No
  Rights to Service

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Captions

  	
   

  



 


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SL GREEN REALTY CORP.


 


INDEPENDENT DIRECTORS’ DEFERRAL PROGRAM


 


SL Green Realty Corp., a corporation organized under
the laws of the State of Maryland, maintains the Stock Option Plan.  Among the forms of compensation contemplated
by the Stock Option Plan are awards to Independent Directors.  The Company wishes to align further the
interests of Independent Directors and stockholders and generally increase the
effectiveness of its compensation structure for Independent Directors, by
implementing the Program.  In furtherance
thereof, and by the authority to make grants under the Stock Option Plan, the
Program is adopted to implement certain such grants, and to govern the manner
in which the Shares underlying such grants shall be delivered, as set forth
herein.  In addition, the Program
provides for other deferrals of certain directors’ fees and Shares received
upon the exercise of certain options in accordance with the terms hereof.


 


1.                                       Definitions.


 


Capitalized terms used herein without definitions
shall have the meanings given to those terms in the Stock Option Plan.  In addition, whenever used herein, the
following terms shall have the meanings set forth below except as the context
requires otherwise:


 


“Account” means a
deferred compensation account established for a Participant in accordance with Section 4.2(d).


 


“Change of 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 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 Company
representing 25% or more of either (1) the combined voting power of the
Company’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 Company (in either such case other than as a result
of the acquisition of securities directly from the Company); or


 


(B)                                individuals
who constitute the Board (the “Incumbent Directors”) as of the Effective Date
cease for any reason, including, without limitation, as a result of a tender
offer, proxy contest, merger or similar transaction, to constitute at least a
majority of the Board, provided that any person becoming a director of
the Company whose election or nomination for election was approved by a vote of
at least a majority of the Incumbent Directors shall, for purposes hereof, be
considered an Incumbent Director; or


 





















 


(C)                                the
stockholders of the Company shall approve (1) any consolidation or merger
of the Company or any subsidiary where the stockholders of the Company,
immediately prior to the consolidation or merger, would not, immediately after
the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, shares representing in the
aggregate at least 50% of the voting shares of the corporation issuing cash or
securities in the consolidation or merger (or of its ultimate parent
corporation, if any), (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
Company or (3) any plan or proposal for the liquidation or dissolution of
the Company.


 


Notwithstanding the
foregoing, an event described in clause (A)  shall not be a Change of Control
if such event occurs solely as the result of an acquisition of securities by
the Company 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 Company 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 Company or other Voting Securities (other than pursuant to a share
split, stock dividend, or similar transaction), then a Change of Control shall
be deemed to have occurred for purposes of the foregoing clause (A).


 


“Participant” means an
Independent Director of the Company who is credited hereunder with one or more
Phantom Stock Units or who has otherwise deferred receipt of fees hereunder as
permitted by the Board.


 


“Person” shall have the
meaning used in Sections 13(d) and 14(d) of the Exchange Act.


 


“Phantom Stock Unit”
means a right, granted pursuant to the Program, of a Participant to payment of
a Share, or if applicable, the Fair Market Value of a Share.


 


“Program” means the
Company’s Independent Directors’ Deferral Program, as set forth herein and as
the same may from time to time be amended.


 


“PSU Agreement” means a
written agreement in a form approved by the Board, to be entered into by the
Company and the Participant as provided in Section 5.


 


“PSU Value,” per Phantom
Stock Unit as of a particular date, means the Fair Market Value of a Share as
of such date.


 


“Regular Distribution
Date” means the date determined under Section 7.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Shares” means shares of
Common Stock.


 


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“Stock Option Plan” means
the SL Green Realty Corp. Amended 1997 Stock Option and Incentive Plan, as
amended from time to time.


 


“Subsidiary” means any
corporation (other than the Company) that is a “subsidiary corporation” with
respect to the Company under Section 424(f) of the Code.  In the event the Company becomes a subsidiary
of another company, the provisions hereof applicable to subsidiaries shall,
unless otherwise determined by the Board, also be applicable to any Company
that is a “parent corporation” with respect to the Company under Section 424(e) of
the Code.


 


“Valuation Date” means
the last day of each calendar month and such additional dates as the Board may
designate.


 


2.                                       Grants Under the Stock
Option Plan; Administration of Program.


 


The Shares
underlying Phantom Stock Units hereunder, including under Sections 5.2(c), 6.1
and 7(a) hereof, shall constitute grants of Shares under and governed by
the Stock Option Plan to Independent Directors, and the rules of the
Program relating to Phantom Stock Units shall constitute rules for
purposes of the Program governing the manner in which such Shares shall be
delivered.  Thus, the Phantom Stock Units
shall be subject in all respects to the provisions of the Stock Option Plan
governing grants to Independent Directors, including without limitation as to
interpretation, beneficiary designation, exculpation (and indemnification) and
all other matters of administration, such administration to be effected, as
contemplated by Section 12(f) of the Stock Option Plan, by the Board
(and not the Committee), and the provisions of the Stock Option Plan are hereby
incorporated by reference as if set forth herein.  Further, the cash payments under the Program
not relating to Phantom Stock Units shall also be governed by the same rules as
are established under the Stock Option Plan as to interpretation, beneficiary
designation, exculpation (and indemnification) and all other matters of
administration.


 


3.                                       Effective Date of Program;
Termination of the Program.


 


The effective date
of the Program is July 1, 2004.  The
Program shall terminate on, and no Phantom Stock Units shall be granted or
other deferrals made hereunder on or after, the 10-year anniversary of, the
effective date of the Program (and, in the case of Phantom Stock Units, the
date of termination or expiration of the Stock Option Plan, if earlier).


 


4.                                       Eligibility.


 


Except as otherwise determined by the Board, each
individual who is an Independent Director of the Company shall be eligible to
participate in the Program.


 


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5.                                       Cash Fees and Options.


 


5.1                                 Types of Fees.


 


In consideration of each Independent Director’s
service as a member of the Board, each Independent Director may be eligible
from time to time, under the Company’s 
director compensation arrangements, to receive as compensation (i) periodic
retainer fees, a portion of which is payable in cash or Shares, as elected by
the Participant (a “Cash Retainer”), and a portion of which is payable in
Shares (an “Equity Retainer”); (ii) in the case of the chairman of each of
the committees of the Board, additional periodic retainer fees (“Chairmen’s
Retainers”); (iii) a fee per Board meeting attended, to be paid following
each meeting (a “Meeting Fee”); and (iv) a fee per committee meeting attended,
to be paid following each meeting (a “Committee Meeting Fee”).  These amounts are subject to deferral under
the Program, as set forth herein.


 


5.2                                 Election to Defer Cash Fees.


 


(a)  The
Participant may elect that up to 100% (in increments of 1%) of the Participant’s
Cash Retainer, Chairmen’s Retainer, Meeting Fee and Committee Meeting Fee
(collectively, the “Cash Fees”) shall be payable as compensation deferred under
the Program.  With respect to a
Participant’s election to defer all or a portion of the Cash Fees for a
calendar year, such election shall be made prior to December 1st of the
year preceding such calendar year, except that (i) with respect to 2004, a
Participant may make an election prior to July 1, 2004 with respect to
Cash Fees otherwise payable in 2004 for services performed after the date of
such election, and (ii) in the case of a new Participant, the Participant
may make an election within 30 days after such Participant first becomes
eligible to participate in accordance with Section 4, with respect to Cash
Fees otherwise payable in the calendar year of the election, for services
performed after the effective date of such election.  All deferrals under this Section 5.2
shall be fully vested; provided that, before or concurrently with any deferral,
and in the event that there are vesting conditions applicable in respect of the
underlying Cash Fees, the Board may provide for vesting conditions to be
applicable in respect of the corresponding deferral.


 


(b)  The
election described in Section 5.2(a) shall be made in writing
substantially in such form as the Board may prescribe from time to time, within
the times specified herein. With respect to a Participant’s election to defer
all or a portion of the annual retainer, such election shall be irrevocable as
of the first day of the applicable annual period.  Except as set forth above in this Section 5.2(b),
elections described in Section 5.2(a) shall continue in effect from
period to period and from meeting to meeting, as applicable.


 


(c)  Unless
otherwise elected by the Participant, Cash Fees deferred under this Section 5.2
of the Program shall not be paid currently but rather shall be credited to such
Participant in the form of Phantom Stock Units. 
Unless otherwise determined by the Board, the number of Phantom Stock
Units to be credited with respect to cash fees deferred pursuant to Section 5.2(a) above
shall be equal to (i) the amount of cash fees to be paid divided by (ii) the
Fair Market Value of a Share on the date such cash fees otherwise would have
been paid.


 


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(d)  A
Participant may elect, prior to earning a Cash Fee, to defer such a Cash Fee in
the form of a credit to the Participant’s Account, to be adjusted for accruals
of any earnings and losses over time as set forth below, rather than in the
form of Phantom Stock Units.  Upon such
an election, the amount of the deferred fee shall not be paid currently but
rather shall be credited to the Participant’s Account.  Such credits shall be made when Cash Fees
would otherwise have been paid to the Participant but for an election pursuant
to Section 5.2(a).  A separate
subaccount under each Participant’s Account may in the discretion of the Board
be established to record each year’s deferrals, and the credits and deductions
with respect thereto.  With respect to
credits under this Section 5.2(d), earnings and losses shall accrue on the
balance in the applicable Participant’s Account at the rate or rates specified
in advance of the effective time of the applicability of such rate or rates,
and from time to time, by the Board.  As
determined by the Board, such rate or rates may be a fixed rate, and may be
established by reference to an index or indices, or may be a return on one or
more specific investments or on a specific investment fund or funds.  If the Board does not select a rate, the rate
shall be equal to the 30-day LIBOR rate in effect at the beginning of a month
plus 2%.  Earnings and losses shall be
credited to Participants’ Accounts as of the end of each calendar month and,
with respect to any particular Participant’s Account, shall continue to be
credited thereto until all amounts are distributed with respect to the
Participant’s Account in accordance with the Program.  Upon distribution, any accrued earnings shall
be credited to the Participant’s Account and distributed therewith, and any
accrued losses shall reduce the amount of distributions hereunder.


 


(e)  A
Participant may elect, one time during each 12-month period, to convert as of
the end of the calendar month of the election, Phantom Stock Units to Account
credits, and vice-versa, in whole or in part (but, in the case of Phantom Stock
Units, only in whole Phantom Stock Units) with credits and liquidation of
Phantom Stock Units to be effected based on the PSU Value as of the end of such
month, and credits and liquidation of Accounts to be effected based on Account
values as of the end of such month.


 


(f)  The
establishment and maintenance of, and credits to and deductions from, the
Participant’s Account shall be mere bookkeeping entries, and shall not vest in
the Participant or his beneficiary any right, title or interest in or to any
specific assets of the Company.  A
separate subaccount under each Participant’s Account shall be established to
record each year’s deferrals, and the credits and deductions with respect
thereto.


 


5.3                                 Stock Options.


 


Subject to the provisions of the Program, and
notwithstanding the terms any applicable Plan Agreement, the Board may permit,
on such terms and conditions it may adopt, an Independent Director to be
credited with Phantom Stock Units pursuant to the Independent Director’s
election to defer delivery of shares of Common Stock which otherwise would be
delivered to him or her upon exercise of a previously unexercised stock option,
provided that, unless otherwise permitted by the Board, such election is
irrevocable and is made (i) at least six months prior to, and in a
calendar year prior to, the date that such stock option otherwise would expire and
(ii) at least one month prior to the date such stock option is exercised
(or such shorter period as may be determined by the Board).


 


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6.                                       Phantom Stock Units.


 


6.1                                 Credits of Phantom Stock Units.


 


Each Independent Director may elect to receive a
credit of Phantom Stock Units in respect of each portion of an Equity Retainer
that would be payable on any particular date without regard to the
Program.  With respect to a Participant’s
election to defer an Equity Retainer for a calendar year, such election shall
be made prior to December 1st of the year preceding such calendar year,
except that (i) with respect to 2004, a Participant may make an election
prior to July 1, 2004 with respect to the Equity Retainer otherwise
payable in 2004 for services performed after the date of such election, and (ii) in
the case of a new Participant, the Participant may make an election within 30
days after such Participant first becomes eligible to participate in accordance
with Section 4, with respect to the Equity Retainer otherwise payable in
the calendar year of the election, for services performed after the effective
date of such election.


 


6.2                                 Vesting.


 


Phantom Stock Units deferred under Section 6.1
shall be fully vested; provided that, before or concurrently with any grant
under Section 6.1, the Board may provide (consistently with such vesting
conditions as may be applicable in respect of the underlying Cash Fee or Equity
Retainer, as applicable) for different vesting conditions to be applicable to
such grant.


 


7.                                       Dividend Equivalent Rights.


 


(a)  Except as
may otherwise be provided by the Board at or before the time the applicable
Phantom Stock Unit is credited, Independent Directors will receive a dividend
equivalent right in respect of any credited Phantom Stock Units (whether from
deferred Cash Fees or from the Equity Retainer, or in connection with the
exercise of stock options), which right consists of the right to receive a cash
payment in an amount equal to the regular cash dividend distributions paid on a
Share from time to time. Except as provided in Section 7(b), or as may
otherwise be provided by the Board at or before the time the applicable Phantom
Stock Unit is paid, payment in respect of a dividend equivalent right shall be
made at the same time as dividends are paid on the Common Stock.


 


(b)  Instead of
the form of payment as contemplated by Section 7(a) above, except as
may otherwise may be provided by the Board, a Participant may elect to have
Phantom Stock Units credited, or credits to the Participant’s Account made, in
respect of the dividend equivalent rights referred to in Section 7(a).  Unless otherwise determined by the Board, the
number of Phantom Stock Units (if any) to be credited with respect to a dividend
equivalent right shall be equal to (i) the amount of the payment in
respect of the dividend equivalent right otherwise to be made divided by (ii) the
Fair Market Value of a Share on the date the corresponding dividend
distribution is made to stockholders of the Company; provided that such Phantom
Stock Unit


 


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shall vest at such time as the underlying Phantom Stock Unit
vests.  In the case of a credit to the
Account, the amount of the credit shall be equal to the amount of the
applicable cash dividend (such credit to be made on the date the corresponding
dividend distribution is made to stockholders of the Company); provided that
the portion of the Account relating to such credit, as adjusted for earnings
and losses, shall vest at such time as the underlying Phantom Stock Unit vests.


 


8.                                       Settlement and Withdrawal.


 


(a)  Distributions
with respect to (i) vested Phantom Stock Units will be settled by the
transfer of Common Stock to the Participant, or, solely in cash or in a
combination of cash and Common Stock in the discretion of the Board, with an
aggregate amount of any cash and the Fair Market Value of any such Common Stock
to equal the aggregate PSU Value of such Phantom Stock Units on the date of such
distribution; and (ii) cash deferrals from a Participant’s Account will be
settled by a cash payment to the Participant, in an amount equal to the value
of the Participant’s Account as of the Valuation Date coincident with or
immediately prior to the date of such distribution.  Unless otherwise elected, as provided below,
such distributions shall be made as soon as practicable after the Regular
Distribution Date by the transfer of Common Stock, cash or both, as applicable,
to the Participant.


 


(b)  The Regular
Distribution Date with respect to a Participant is the earlier of (i) the January 1
coincident with or next following the earlier of (A) the Independent
Director’s ceasing to be an Independent Director, and (B) the Independent
Director’s death, and (ii) a Change of Control (the “Regular Distribution
Date”).


 


(c)  An
Independent Director will be permitted, prior to the beginning of the
applicable annual period, to elect to receive distributions at times other than
the Regular Distribution Date.  Each such
election will apply to all Phantom Stock Units and credits to a Participant’s
Account after the election is made, unless the Independent Director
specifically elects otherwise.  Elections
to defer distributions to a time or times after the Regular Distribution Date
will be permitted only to the extent the election is accepted by the Board.


 


(d)  After a
Phantom Stock Unit is awarded or cash fees are deferred to a Participant’s
Account, the Independent Director will have a one-time right to make a new distribution
election with respect thereto.  The new
election must be made at least one year prior to the time at which the amounts
would otherwise be eligible for distribution. 
Each such new election will apply to all vested Phantom Stock Units and
credits to the deferral Account (other than distributions that do not satisfy
the timing requirements of the foregoing sentence), unless the Independent
Director specifically elects otherwise. 
The time at which distributions commence must be at least one year after
such an election is made.  Elections to
defer distributions to a time or times after the Regular Distribution Date will
be permitted only to the extent the election is accepted by the Board.


 


(e)  All
distributions in respect of Phantom Stock Units and Participant Accounts will
be made no later than 45 days after the amounts become eligible for settlement
as provided


 


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in this Section 8; provided, however, that, in lieu of providing a
single delivery of Common Stock or a single sum of cash, an Independent
Director may elect to have the aggregate amounts paid in substantially equal
annual installments over a period not to exceed 10 years.  (The amount of each installment shall be
determined without regard to the possibility of earnings and losses subsequent
to such installment.)  Any such election
must be made (and may be changed only) within the time frame for making
distribution elections as described in Section 8(c) or (d), as
applicable.


 


(f)                                    Notwithstanding the foregoing provisions
of this Section 8, a Participant may receive any amounts deferred by the
Participant in the event of an “Unforeseeable Emergency.”  For these purposes, an “Unforeseeable
Emergency,” as determined by the Board in its sole discretion, is a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or “dependent,” as defined in Section 152(a) of
the Code, of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.  The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each case, but, in any
case, payment may not be made to the extent that such hardship is or may be
relieved:


 


(i)                                                                                     through reimbursement or compensation by
insurance or otherwise,


 


(ii)                                                                                  by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship, or


 


(iii)                                                                               by future cessation of the making of
additional deferrals.


 


Without limitation, the need to send a Participant’s child to college
or the desire to purchase a home shall not constitute an Unforeseeable
Emergency.  Distributions of amounts
because of an Unforeseeable Emergency shall be permitted to the extent
reasonably needed to satisfy the emergency need.


 


(g)  Notwithstanding
the foregoing provisions of this Section 8, in the event of a Change of
Control, the Regular Distribution Date shall be the date of such Change of
Control and all amounts due with respect to Phantom Stock Units and Accounts to
a Participant hereunder shall be paid as soon as practicable (but in no event
more than 30 days) after such Change of Control, unless the Board permits such
Participant to elect otherwise and the Participant so elects in accordance with
procedures established by the Board.


 


9.                                       Amendment and Modification.


 


(a)  The Board
may amend the Program as it shall deem advisable, except that no amendment may
adversely affect a Participant with respect to deferred cash fees or equity
awards previously credited unless such amendments are required in order to
comply with


 


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applicable laws; provided that the Board may not make any amendment to
the Program that would, if such amendment were not approved by the holders of
the Common Stock, cause the Program to fail to comply with any requirement of
applicable law or regulation, unless and until the approval of the holders of
such Common Stock is obtained.


 


(b)  The Board
may make such changes to the Program as may be necessary or appropriate to
comply with the rules and regulations of any government authority or to
obtain tax benefits applicable to deferred equity units.


 


(c)  The
authority under Section 4.5 of the Stock Option Plan to adjust for changes
in capital structure is hereby expressly applicable to Phantom Stock Units, and
shall permit appropriate adjustments, without limitation, to the number of
Phantom Stock Units credited, PSU Value, dividend equivalent rights and the
number and kind of shares to be distributed in respect of Phantom Stock Units
(as applicable).


 


10.                                 Assignment and Alienation;
No Funding; Etc.


 


(a)  Rights or
benefits with respect to cash fees or equity awards credited to a Participant’s
Account under the Program (including any related dividend equivalent rights)
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, prior to actually being
received by the person entitled to the benefit under the terms of the Program;
and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, attach, charge or otherwise dispose of any right or benefits payable
hereunder shall be void.


 


(b)  Phantom
Stock Units and the Accounts are solely a device for the measurement and
determination of the amounts to be paid to a Participant under the
Program.  Each Participant’s right in the
Phantom Stock Units (including any related dividend equivalent rights) and the
Accounts is limited to the right to receive payment, if any, as may herein be
provided.  The Phantom Stock Units do not
constitute Common Stock and any other credits to a Participant’s Account
hereunder shall not be treated as (or as giving rise to) property or as a trust
fund of any kind; provided, however, that the Company may establish a mere
bookkeeping reserve to meet its obligations hereunder or a trust or other
funding vehicle that would not cause the Program to be deemed to be funded for
tax purposes.  Notwithstanding anything
to the contrary contained in the Program, the right of any Participant to
receive payments by virtue of participation in the Program shall be no greater
than the right of any unsecured general creditor of the Company.  Nothing contained in the Program, and no
action taken pursuant to the provisions of the Program (including without
limitation Section 4.2(d)), shall create or shall be construed to create a
trust of any kind, or a fiduciary relationship between the Company or its
officers or the Board, on the one hand, and the Participant, the Company or any
other person or entity, on the other. 
Nothing contained in the Program shall be construed to give any
Participant any rights with respect to Shares or any ownership interest in the
Company.  No provision of the Program
shall be interpreted to confer upon any Participant any voting, dividend
(except as


 


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provided in accordance with Section 7) or derivative or other
similar rights with respect to any Phantom Stock Unit.


 


11.                                 No Rights to Service.


 


Nothing in the Program, in amounts credited to a
Participant’s Account, or in Phantom Stock Units credited pursuant to the
Program shall confer on any individual any right to continue in the service of
the Company or its Subsidiaries or interfere in any way with the right of the
Company or its Subsidiaries and its stockholders to terminate the individual’s
service at any time.


 


12.                                 Captions.


 


The use of captions in the Program is for
convenience.  The captions are not
intended to provide substantive rights.


 


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