Exhibit
10.44


SL
GREEN REALTY CORP.


420
Lexington Avenue


New York, NY 10170


October 13, 2000


Andrew
S. Levine, Esq.


1
Marbourne Drive


Mamaroneck, New York 10543


Dear Andy:


This letter sets forth the term and conditions of
your employment with SL Green Realty Corp. (together with its successors and
assigns permitted hereunder, the “Company”):


Duties and Responsibilities.   You will have the title of Executive
Vice President and General Counsel.  You
will have such duties and responsibilities as may be assigned to you by the
Company commensurate with your title and position; provided, however that
nothing herein shall be interpreted to preclude you from (1) participating as
an officer or director of, or advisor to, any charitable or other tax exempt
organization or otherwise engaging in charitable, fraternal or trade group
activities, (ii) acting as an officer of any subsidiary of the Company, or
(iii) investing your assets as a passive investor in other entities or business
ventures, provided that you perform no management or similar role with respect
to such entities or ventures and such investment does not violate the restrictions
of the paragraph  entitled “Prohibited
Activities.” During your employment in this position, you will devote all of
your business time and efforts to the performance of such duties and will
perform such duties in accordance with the material rules and procedures of the
Company.  In addition, upon your receipt
of a copy of the Company’s employment manual, you will, upon the Company’s
written request, promptly acknowledge such receipt in writing.


Start Date; Term; Location.   You will commence employment on
November 13, 2000 (the “Commencement Date”). 
Your employment hereunder will have a three-year term beginning on the
Commencement Date and, unless earlier terminated as provided herein, will
terminate on the third anniversary of such date; provided, however, that the
Provisions of the paragraphs entitled “Confidentiality” and “ Prohibited
Activities” will survive the termination of this letter agreement. The term of
this letter agreement will automatically be extended for successive one-year
renewal terms, unless either party notifies the other in writing at least six
months prior to the expiration of the then current term of its intention not to
renew such term.  During the term of this
letter agreement, you will be based in the Metropolitan New York area.


Base Salary.   Your annualized base salary during the
term will be $250,000.  This salary will
be payable bi-weekly beginning on the date that you commence employment, in
accordance with the Company’s regular payroll practices.  Your base salary may not be reduced during
the term.













Discretionary Annual Bonus.   You will be eligible for an annual
bonus of the $100,000 payable in the sole discretion of the Company at the
completion of each calendar year that you are employed by the Company in
accordance with Company’s regular bonus practices for senior executive
officers.  Notwithstanding the foregoing,
the amount of such bonus payable upon your completion of calendar year 2000
with the Company will be pro rated based upon the length of your service in
2000 and then increased by $25,000.


Stock Option Awards.   Subject to the terms and conditions of
the Company’s stock plan and standard form of stock  option agreement (copies of which will be
provided to you), you will be granted options to purchase 65,000 shares of the
Company’s common stock effective as of the Commencement Date.  The exercise price per share of the options
will be the lowest closing market price during the calendar quarter ending on
December 31, 2000.  Subject to the terms
and conditions of the Company’s stock plan and standard form of stock option
agreement, you also will be granted options to purchase 25,000 shares of the
common stock of eEmerge, Inc. effective as of the Commencement Date.  The exercise price per share of the options
will be $1.02.  One-fifth of each such
grant of options will become exercisable on each of the first five
anniversaries of the date on which you commence employment with the Company,
provided that you are still employed by the Company on such anniversary.


Restricted Stock Award.   Subject to the terms and conditions of
the Company’s stock plan and standard form of restricted stock option
certificate, you also will be granted 15,000 restricted shares of the Company’s
common stock effective as of the Commencement Date.  The restricted shares will become vested  on the following vesting dates in the
following percentages, provided that you are still employed by the Company on
the relevant vesting dates and subject to the terms and conditions of the
Company’s stock plan and standard form of restricted stock certificate (copies
of which will be provided to you): 
01/01/2002 — 15%; 01/01/2003 — 15%; 
01/01/2004 — 20%; 01/01/2005 — 25%; and 01/01/2006 — 25%.  You will receive all dividends paid with
respect to your shares of restricted stock, at the same time that dividends are
paid to the Company’s other shareholders. 
On each vesting date, you also will receive an income tax gross-up
payment equal to 40% of the value of the shares that become vested on such
date, less applicable withholding.


Contingent Loan.   You will receive a $100,000 personal
loan from the Company effective as of the Commencement Date.  One-half of the loan will be funded as of the
Commencement Date, and the balance of the loan will be funded as of the first
anniversary of such date, provided that you are still employed by the Company
on such anniversary. Interest will accrue on the unpaid  principal balance of such loan at the
applicable federal rate, and principal and accrued but unpaid interest will be
due and payable on the second anniversary of the date that you commence
employment with the Company, provided, however, that payment of all such
principal and interest will be forgiven by the Company if you are still
employed by the Company on such second anniversary, if the Company terminates
your employment without Cause on or before such second anniversary or if you
terminate your employment for Good Reason on or before such second anniversary.


Change in Control.   If at any time while you are still
employed the Company incurs a Change in Control (as defined for purposes of the
Company’s stock plan) and either you are not offered a position in the
Metropolitan New York area by the surviving entity with



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substantially the same or greater responsibility and financial terms
or, as part of a Change in Control or within 12 months after the Change in
Control, the Company terminates your employment without Cause or you terminate
your employment for Good Reason, then the stock options described above will
become fully exercisable and the restricted stock described above will become
fully vested.


Benefits.   During the term, you will be eligible
to participate in the standard employee benefit plans and programs offered by
the Company to senior executive officers, subject to and in accordance with the
terms and conditions of such plans and programs.


Vacations.   During the term, you will be entitled
to reasonable paid vacations in accordance with the then regular procedures of
the Company governing senior executive officers.


Expenses.   During the term, you will be
reimbursed for all reasonable business related expenses incurred by you at the
request of or on behalf of the Company, provided that such expenses are
incurred and accounted for in accordance with the policies and procedures
established by the Company.


Confidentiality.   During your employment with the
Company, and at all times thereafter, you will maintain the
confidentiality  of all confidential or
proprietary information of the Company (“Confidential Information”), and,
except in furtherance of the business of the Company or as required by law or
order of a court of competent jurisdiction, you will not directly or indirectly
disclose any such information to any person or entity; nor will you use
Confidential Information for any purpose except for the benefit of the Company.  For purposes of this letter, “Confidential
Information” includes, without limitation: client or customer lists,
identities, contracts business and financial information; investment
strategies; pricing information or policies, fees or commission arrangements of
the Company; marketing plans, projections, presentations or strategies of the
Company; financial and budget information of the Company; new personnel
acquisition plans; and all other business related information which has not
been publicly disclosed by the Company. 
This restriction will 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, you.  You further agree that, during your
employment with the Company and at all times thereafter, you will keep
confidential and will not release, use or disclose without the prior written
permission of the Company, all Confidential Information developed by you on
behalf of the Company provided to you by the Company, excepting only such
information as was already known to you prior to the commencement of your
employment with the Company or such information as is already known to the
public.


Prohibited Activities.   Because your services to the Company
are essential and because you have access to the Company’s Confidential
Information, you covenant and agree that (i) during your employment by the
Company, (ii) in  the event  that your employment is terminated by the Company
for Cause or by you without Good Reason, during the one-year period following
the date of such termination, and (iii) 
solely for purposes of subparagraph (iii) below, during the three-year
period following the date on which your employment terminates for any reason,
you will not, without the prior written consent of the Board of Directors of
the



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Company, which shall
include the unanimous consent of the Directors who are not officers of the
Company, directly or indirectly (individually, or through or on behalf of
another entity as owner, partner, agent, employee, consultant, or in any other
capacity):


(i)                                     engage,
participate or assist, as an owner, partner, employee, consultant, director,
officer, trustee or agent, in any business that engages or attempts to engage,
directly or indirectly, in any material acquisition, development, construction,
operation, management or leasing of any commercial real estate property (A)
anywhere in the five boroughs of New York City, regardless of whether such
business is publicly or privately held, (B) anywhere in the New York City
metropolitan area,  if such business or
any of its affiliates (within the meaning of the Securities Act of 1933) has
issued any class of publicly-traded securities, and (C) anywhere in the New
York City metropolitan area, regardless of whether such business is publicly or
privately held, if such business engages in the commercial real estate business
in any county in which the Company also engages in the commercial real estate
business (for this purpose, New York City metropolitan area includes each
borough of New York City; Nassau, Orange, Putnam, Rockland, Suffolk and
Westchester Counties in the State of New York; Bergen, Essex, Hudson,
Hunterdon, Mercer, Middlesex, Monmouth, Morris, Passaic, Somerset, Sussex,
Union and Warren Counties in the State of New Jersey; and Fairfield County in
the State of Connecticut);


(ii)                                  engage
in any activity to interfere with, disrupt or damage the business of the
Company, or its relationships with any Company Client, employee, supplier or
other business relationship; or


(iii)                               solicit,
encourage, or engage in any activity to induce any Employee to terminate
employment with the Company, or to become employed by, or to enter into a
business relationship with, any other person or entity (for this purpose, the
term Employee means any individual who is an employee of or consultant to the
Company (or any affiliate) during the six-month period prior to your last day
of employment).


Notwithstanding any of
the foregoing, you will not be prohibited from engaging in the practice of law
with, for or on behalf of any person or entity as a partner, agent, employee,
consultant, or in any other capacity. In addition, the restrictions imposed by
subparagraph (i) will not apply after your voluntary termination of employment
if such termination occurs at east one year after your commencement of
employment and you give at least 90 days’ advance written notice of
termination.


Indemnification.   The Company will indemnify you
to the fullest extent permitted by applicable law with respect to any actions
commenced against you in your capacity as an officer or director, or former
office or director, of the Company or any affiliate thereof for which you may
serve in such capacity.  The Company also
will use its best efforts to secure and maintain officers and directors
liability insurance providing coverage for you.


Termination
and Severance.   You
will be an employee at will, and you or the Company may terminate your
employment at any time with or without Cause. Notwithstanding



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the foregoing, if the
Company terminates your employment during the term for any reason other than
Disability or Cause, or you terminate your employment during the term with Good
Reason, your base salary, annual bonus (in an amount equal to the greater of
$100,000 or the average of the bonuses paid to you by the Company for the two
years preceding termination) and all benefits (other than awards of stock
options, restricted stock and other equity-based benefits) will be continued by
the Company for 24 months following your termination, provided that you
continue to pay any employee premiums applicable to such benefits. In addition,
the amount of base salary and bonus payable to you during such 24-month
severance period will be reduced (but not below one year’s base salary and
bonus) by the amount of any salary and bonuses and the value of any other forms
of compensation earned or received by you from other entities for service rendered
during the 24-month period (including any deferred compensation earned or
accrued during such 24-period); provided, however, that there shall be no
reduction if your termination of employment occurs as part of a Change in
Control or within 12 months after a Change in Control. Upon the expiration of
such 24-month period, you will be eligible for COBRA continuation coverage in
accordance with the terms of the Company’s group medical plan.


If your employment
terminates during the term as a result of your death, the Company will pay your
base salary for a period of six months fro the date of your death (or such
longer period as the Company’s Board of Directors may determine) and an amount
equal to one-half of the annual bonus payable under the preceding paragraph to
your estate or to a beneficiary designated by you in writing prior to your
death.


If your employment
terminates during the term as a result of your Disability, the Company will pay
you your base salary for a period of six months from the date of your
termination and an amount equal to one-half of the annual bonus payable under
the second preceding paragraph.


Cause
Procedures.   In
the event that your employment is terminated by the Company for Cause and you
contend that Cause did not exist, the Company and you hereby agree to submit
such claim to arbitration before the American Arbitration Association (“AAA”).
In such a proceeding, the only issue before the arbitrator will be whether your
employment was in fact terminated for Cause. If you dispute a termination of
our employment pursuant to clause (iv) of the definition of Cause and such
dispute is submitted to arbitration, the Company will continue to pay you your
base salary until the date on which the arbitrator reaches a decision regarding
the dispute.


If the arbitrator
determines that your employment was terminated by the Company without Cause, the
arbitrator shall award to you only an amount equal to the severance benefits
described above, the costs of arbitration, and your attorneys’ fees. If the
Company continued to pay you your base salary during the arbitration, such
arbitration award will be reduced by the amount of the base salary already paid
to your for periods after your termination date.


If the arbitrator
determines that your employment was terminated by the Company for Cause, the
arbitrator will be without authority to award you anything, the parties will
each be responsible for their own attorneys’ fees, and the costs of arbitration
will be paid 50% by you and 50% by the Company. In addition, if the Company
continued to pay you your



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base salary during the
arbitration, you must promptly reimburse the Company for the full amount of any
base salary paid to you for periods after your termination date.


Additional
Amounts.   If
in the opinion of tax counsel selected by you and reasonably acceptable tot the
Company, you have or will receive any compensation or benefits (including
without limitation as a result of the accelerated vesting of equity awards) or
recognize any income (whether or not pursuant to this letter agreement or any
plan or other arrangement of the Company and whether or not the term or your
employment with the Company has terminated) which will constitute an “excess
parachute payment” within the meaning of Section 280G(b)(1) of the Internal
Revenue Code (the “Code”) (or for which a tax is otherwise payable under
Section 4999 of the Code or any successor provision thereto), then the Company
will pay you an additional amount (the “Additional Amount”) equal to the sum of
(i) all taxes payable by you under Section 4999 of the Code with respect to all
such excess parachute payments and any such Additional Amount, plus (ii) all
federal, state and local taxes payable by you with respect to any such
Additional Amount.  Any amounts payable
pursuant to this paragraph will be paid by the Company to you within 30 days of
each written request therefor made by you.


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 days
after mailing (one business day in the case of express mail or overnight
courier service), as follows:


	
   

  	
  if to you:

  
	
   

  	
   

  
	
   

  	
  Andrew S.
  Levine, Esq.

  
	
   

  	
  1 Marbourne
  Drive

  
	
   

  	
  Mamaroneck, New
  York 10543

  
	
   

  	
   

  
	
   

  	
  if to the
  Company:

  
	
   

  	
   

  
	
   

  	
  SL Green Realty
  Corp.

  
	
   

  	
  420 Lexington
  Avenue

  
	
   

  	
  New York, New
  York 10170

  
	
   

  	
  Attention: Chief
  Executive Officer

  



 


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


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


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 circumstance 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



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remaining portion
thereof) or the application of such provision to any other persons or
circumstances.


Successors.   Neither this letter agreement
nor any rights hereunder may be assigned or hypothecated by you.  This letter agreement may not be assigned by
the Company except to any successor to the Company’s business or to all or
substantially all of its assets.


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


Entire
Agreement.   This
letter agreement 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.


Expenses.   The Company will reimburse you
for legal fees and expenses actually incurred in connection with this letter
agreement up to $2,500.


Definitions.   For purposes hereof:


“Cause” means that
a majority (or, with respect to clause (iv), two-thirds) of the Board of
Directors of the Company concludes, in good faith and after reasonable
investigation, that (i) you engaged in conduct which is a felony under the laws
of the United States or any state or political subdivision thereof (other than
relating to the operation of a motor vehicle), (ii) you engaged in conduct
constituting material breach of fiduciary duty, gross negligence or willful
misconduct relating to the Company, fraud or dishonesty or willful or material
misrepresentation relating to the business of the Company, (iii) you breached
any of your obligations or covenants under the paragraphs entitled
Confidentiality and Prohibited Activities in any material respect, or (iv) you
have demonstrably failed to perform your duties at a reasonably satisfactory
level, as measured by the level or performance customarily and reasonably
expected of persons acting in a capacity similar to general counsels of real
estate operating companies substantially similar to the Company, for 15 days
after receiving notice from the Company, which notice specifically identifies
the manner in which you have failed so to perform of the Board. For this
purpose, no conduct will be considered willful unless you acted in bad faith
and with no reasonable bass for believing that you were acting in the best
interest of the Company.  Notwithstanding
any provision of this letter agreement to the contrary, clause (iv) above will
cease to apply upon the occurrence of a Change in Control.


“Disability” means
a reasonable good faith determination of the Board of Directors of the Company
that, as a result of your incapacity due to physical or mental illness or
injury, you have been incapable of performing your duties hereunder even with a
reasonable accommodation on a full-time basis for the entire period of three
consecutive months or any 90 days in a 180-day period.



 7
 









A “Force Out” will
be deemed to have occurred in the event of a Change in Control followed by:


(i)            a change in duties,
responsibilities, status or position with the Company, which, in your
reasonable judgment, does not represent a promotion from or maintaining of your
duties, responsibilities, status or positions as in effect immediately prior to
the Change in Control, or any removal of you from or any failure to reappoint
or reelect you to such positions, except in connection with the termination of
your employment for Cause, disability, retirement or death.  It will not, by itself, constitute a change
in your duties, responsibilities, status or position for purposes of this
paragraph if you are not the general counsel of the surviving or parent entity
following a Change in Control, provided that you remain the general counsel of
the business conducted by the Company immediately prior to such Change in
Control;


(ii)           a reduction by the Company in your
base salary as in effect immediately prior to the Change in Control or the
failure of the Company to pay you a discretionary annual bonus for any year
ending after the Change in Control in an amount equal to or greater than the
amount of the discretionary annual bonus paid to you for the last year ending
before the Change in Control;


(iii)          the failure by the Company to continue
in effect any of the benefit plans in which you are participating at the time
of the Change in Control of the Company (unless you are permitted to
participate in any substitute benefit plan with substantially the same terms
and to the same extent and with the same rights as you had with respect to the
benefit plan that is discontinued) other than as a result of the normal
expiration of any such benefit plan in accordance with this terms as in effect
at the time of the Change in Control, or the taking of any action, or the
failure to act, by the Company which would adversely affect your continued
participation in any of such benefit plans on at least as favorable a basis to
you as was the case on the date of the Change in Control or which would
materially reduce your benefits in the future under any of such benefit plans
of deprive you of any material benefits enjoyed by you at the time of the
Change in Control; provided, however, that any such action or
inaction on the part of the Company, including any modification, cancellation
or termination of any benefits plan, 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 Employment Retirement Income
Security Act of 1974, shall not constitute a Force Out for the purposes of this
Agreement;


(iv)          the Company’s requiring you to be
based in an office located beyond a reasonable commuting distance from your
residence immediately prior to the Change in Control, except for the required
travel relating to the Company’s business to an extent substantially consistent
with the business travel obligations which you undertook on behalf of the
Company prior to the Change in Control; or


(v)           the failure by the Company to obtain
from any successor to the Company an agreement to be bound by this letter
agreement.



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“Good Reason”
means (i) a failure of the Board of Directors of the Company to elect you to
offices with the same or substantially the same duties and responsibilities as
described in this letter agreement; (ii) a material failure by the Company to
comply with the provisions of this letter agreement which has not been cured within
thirty days after notice of noncompliance (specifying the nature of the
noncompliance) has been given by you to the Company; or (iii) a Force Out (as
defined above) has occurred. 
Notwithstanding any provision of this letter agreement to the contrary,
with “Good Reason” will not include any assignment of you to a position or
office that has new or different duties, provided that such position or office
is principally related to the provision of legal services, has a substantially
similar level or responsibility to your immediately preceding position or
office and is commensurate with your education, skills and experience.


We look forward to
working with you in your new position. 
Please acknowledge your agreement with and intent to be bound by the
terms of this letter by signing a copy of the letter and returning it to the
undersigned as soon as possible.


	
  

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARC
  HOLLIDAY

  
	
   

  	
  Name:

  	
  Marc Holliday

  
	
   

  	
  Title: Chief Investment Officer

  
	
  ACKNOWLEDGED AND
  AGREED

  	
   

  
	
  this 13th day of
  October, 2000.

  	
   

  
	
   

  	
   

  
	
  /s/ ANDREW S. LEVINE

  	
   

  	
   

  
	
  Andrew S. Levine

  	
   

  
					



 



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