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                                                                    Exhibit 10.3

                              AMENDED AND RESTATED
                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

         This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
("Agreement") is made as of the ____ day of ________, 1998 ("Executive") and SL
Green Realty Corp., a Maryland corporation with its principal place of business
at 70 West 36th Street, New York, New York 10018 (the "Employer"), and amends
and completely restates the Employment and Noncompetition Agreement made as of
the day of , 1997.

         1. TERM. The term of this Agreement shall commence on the day of , 1998
and, unless earlier terminated as provided herein, shall terminate on the third
anniversary of such date (the "Current Term"); PROVIDED, HOWEVER, that Section 8
hereof shall survive the termination of this Agreement as provided therein. The
Current Term shall automatically be extended for successive one-year periods
(each a "Renewal Term"), unless either party shall notify the other in writing
at least six (6) months prior to the expiration of the Current Term or the
applicable Renewal Term of its intention not to renew such Term. The period of
Executive's employment hereunder consisting of the Current Term and all Renewal
Terms, 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 senior corporate
                  executive with the title Executive Vice President and General
                  Counsel of the Employer. Executive's duties and authority
                  shall be 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, and shall be commensurate with his
                  titles and positions with 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 of Directors of the Employer; PROVIDED, HOWEVER,
                  that nothing herein shall be interpreted to preclude Executive
                  from (i) 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 his assets as a passive investor
                  in other entities or business ventures, provided that he
                  performs no management or similar role with respect to such
                  entities or ventures and such investment does not violate
                  Section 8 hereof.

                  (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 the metropolitan area of New York City.

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         3. COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this Section
3.

                  (a) BASE SALARY. The Employer shall pay Executive an aggregate
                  annual salary at the rate of $ ($ , effective , 1999) during
                  the Employment Period ("Base Salary"), subject to applicable
                  withholding. Base Salary shall be payable in accordance with
                  the Employer's normal business practices, but in no event less
                  frequently than monthly. Executive's Base Salary shall be
                  reviewed no less frequently than annually by the Employer and
                  may be increased, but not decreased, by the Employer during
                  the Employment Period.

                  (b) INCENTIVE COMPENSATION. In addition to the Base Salary
                  payable to Executive pursuant to Section 3(a), during the
                  Employment Period, Executive shall be eligible to participate
                  in any incentive compensation plans in effect with respect to
                  senior executive officers of the Employer, subject to
                  Executive's compliance with such criteria as the Employer's
                  Board of Directors, in its sole discretion, may establish for
                  Executive's participation in such plans from time to time. Any
                  awards to Executive under such plans will be established by
                  the Employer's Board of Directors, or a committee thereof, in
                  its sole discretion.

                  (c) STOCK OPTIONS. During the Employment Period, Executive
                  shall be eligible to participate in employee stock option
                  plans established from time to time for the benefit of senior
                  executive officers and other employees of the Employer in
                  accordance with the terms and conditions of such plans. All
                  decisions regarding awards to Executive under the Employer's
                  stock option plans shall be made in the sole discretion of the
                  Employer's Board of Directors, or a committee thereof.

                  (d) 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.

                  (e) MEDICAL INSURANCE. During the Employment Period, Executive
                  and Executive's immediate family shall be entitled to
                  participate in such medical benefit plan 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,
                  modify or terminate any benefit plan or program as it sees fit
                  from time to time in the normal course of business.

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

                  (g) OTHER BENEFITS. During the Employment Period, the Employer
                  shall provide to Executive such other benefits, including sick
                  leave and the right to


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                  participate in such retirement or pension plans, as are made
                  generally available to senior executive officers and employees
                  of the Employer from time to time.

         4. INDEMNIFICATION AND LIABILITY INSURANCE. The Employer agrees to
indemnify Executive to the extent permitted by applicable law with respect to
any actions commenced against Executive 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 use
its best efforts to secure and maintain officers and directors liability
insurance providing coverage for Executive.

         5. EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
rules and regulations of the Employer as adopted by its Board of Directors from
time to time regarding the performance of his duties and to carry out and
perform orders, directions and policies communicated to him from time to time by
the Employer's Board of Directors.

         6. TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

                  (a) TERMINATION BY THE EMPLOYER.

                        (i) DEATH. The Executive's employment hereunder shall
                  terminate upon his death.

                        (ii) DISABILITY. If, in the reasonable good faith
                  determination of the Board of Directors, as a result of the
                  Executive's incapacity due to physical or mental illness or
                  disability, the 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
                  three consecutive months or any 90 days in a 180-day period,
                  and within 30 days after written Notice of Termination (as
                  defined in Section 6(c)) is given he shall not have returned
                  to the performance of his duties hereunder on a full-time
                  basis, the Employer may terminate the Executive's employment
                  hereunder.

                        (iii) CAUSE. The Employer may terminate the Executive's
                  employment hereunder for Cause, subject to the severance
                  provisions specifically set forth in Section 7(b) and the
                  arbitration provisions specifically set forth in Section 7(e).
                  For purposes of the Agreement, "Cause" shall mean that the
                  Board of Directors of the Employer concludes, in good faith
                  and after reasonable investigation, that:

                              (A) the Executive engaged in conduct which is a
                        felony under the laws of the United States or any state
                        or political subdivision thereof;

                              (B) the Executive engaged in conduct constituting
                        breach of fiduciary duty, gross negligence or willful
                        misconduct relating to the Employer, fraud or dishonesty
                        or willful or material misrepresentation relating to the
                        business of the Employer;


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                              (C) the Executive breached his obligations or
                        covenants under Section 8 of this Agreement in any
                        material respect; or

                              (D) the Executive failed to perform his duties
                        hereunder in a manner and at a level reasonably
                        satisfactory to the Employer more than 15 days after
                        receiving notice from the Employer, which notice
                        specifically identifies the manner in which he has
                        failed so to perform.

                        (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 a majority
                  vote of all of the members of the Board of Directors of the
                  Employer upon written notice to Executive, subject only to the
                  severance provisions specifically set forth in Section 7(a)
                  herein.

                  (b)   TERMINATION BY THE EXECUTIVE.

                        (i) DISABILITY. The 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 effective
                  immediately by written notice to the Board of Directors of the
                  Employer. For purposes of this Agreement, with "Good Reason"
                  shall mean: (i) a failure of the Board of Directors of the
                  Employer to elect Executive to offices with the same or
                  substantially the same duties and responsibilities as set
                  forth in Section 2; (ii) a material failure by the Employer to
                  comply with the provisions of Section 3 or a material breach
                  by the Employer of any other provision of this Agreement which
                  has not been cured within thirty (30) days after notice of
                  noncompliance, (specifying the nature of the noncompliance)
                  has been given by the Executive to the Employer; or (iii) a
                  Force Out (as such term is defined in Section 6(d) below).
                  Notwithstanding any provision of this Agreement to the
                  contrary, with "Good Reason" shall not include any assignment
                  of Executive 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 of responsibility to Executive's
                  immediately preceding position or office and is commensurate
                  with Executive's education, skills and experience.

                  (c) NOTICE OF TERMINATION. Any termination of the Executive's
                  employment by the Employer or by the Executive (other than
                  termination pursuant to subsection (a)(1) hereof) 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 fact and
                  circumstances claimed to provide a basis for termination of
                  the Executive's employment under the provision so indicated.


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                  (d) DEFINITIONS. The following terms shall be defined as set
                  forth below.

                        (i) A "Change-in-Control" shall be deemed to have
                  occurred after the effective date of the initial public
                  offering of the Employer's Common Stock ("IPO") 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 40% or more of either (A) the
                        combined voting power of the Employer's then outstanding
                        securities having the right to vote in an election of
                        the Employer's Board of Directors ("Voting Securities")
                        or (B) 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

                              (B) individuals who, as of the date of the closing
                        of the IPO, constitute the Employer's Board of Directors
                        (the "Incumbent Directors") 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 Employer's Board
                        of Directors, provided that any person becoming a
                        director of the Employer subsequent to the closing of
                        the IPO whose election or nomination for election was
                        approved by a vote of at least a majority of the
                        Incumbent Directors shall, for purposes of this
                        Agreement, be considered an Incumbent Director; or

                              (C) the stockholders of the Employer shall approve
                        (1) any consolidation or merger of the Employer or any
                        subsidiary where the stockholders of the Employer,
                        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 Employer or (3) 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 40% or more
                  of the shares of stock then outstanding or (y) the
                  proportionate voting power represented by the Voting
                  Securities beneficially owned by


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                  any Person to 40% 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). In
                  addition, notwithstanding the foregoing, a "Change-in-Control"
                  shall not be deemed to have occurred for purposes of the
                  foregoing clause (A) if (i) Stephen L. Green continues to
                  serve as Chief Executive Officer or the equivalent of any
                  surviving entity, and (ii) the proportionate number of shares
                  of stock of the Employer beneficially owned, or the
                  proportionate voting power represented by the Voting
                  Securities beneficially owned, by any Person described in such
                  clause (A) does not exceed 49%.

                        (ii) A "Force Out" shall be deemed to have occurred in
                  the event of a Change-In-Control followed by:

                              (A) a change in duties, responsibilities, status
                        or positions with the Employer, which, in Executive's
                        reasonable judgment, does not represent a promotion from
                        or maintaining of Executive's duties, responsibilities,
                        status or positions as in effect immediately prior to
                        the Change-In-Control, or any removal of Executive from
                        or any failure to reappoint or reelect Executive to such
                        positions, except in connection with the termination of
                        Executive's employment for Cause, disability, retirement
                        or death;

                              (B) a reduction by the Employer in Executive's
                        Base Salary as in effect immediately prior to the
                        Change-In-Control;

                              (C) the failure by the Employer to continue in
                        effect any of the benefit plans in which Executive is
                        participating at the time of the Change-In-Control of
                        the Employer (unless Executive is permitted to
                        participate in any substitute benefit plan with
                        substantially the same terms and to the same extent and
                        with the same rights as Executive 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 its 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 Employer which would
                        adversely affect Executive's continued participation in
                        any of such benefit plans on at least as favorable a
                        basis to Executive as was the case on the date of the
                        Change-In-Control or which would materially reduce
                        Executive's benefits in the future under any of such
                        benefit plans or deprive Executive of any material
                        benefits enjoyed by Executive at the time of the
                        Change-In-Control; PROVIDED, HOWEVER, that any such
                        action or inaction on the part of the Employer,
                        including any modification, cancellation or


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                        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.

                              (D) the Employer's requiring Executive to be based
                        in an office located beyond a reasonable commuting
                        distance from Executive's residence immediately prior to
                        the Change-In-Control, except for required travel
                        relating to the Employer's business to an extent
                        substantially consistent with the business travel
                        obligations which Executive undertook on behalf of the
                        Employer prior to the Change-In-Control; or

                              (E) the failure by the Employer to obtain from any
                        successor to the Employer an agreement to be bound by
                        this Agreement pursuant to Section 14 hereof.

                        (iii) "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) any current partner of
                  SL Green Operating Partnership, L.P., any stockholder or
                  employee of the Employer on the date hereof or any estate or
                  member of the immediate family of such a partner, stockholder
                  or employee, 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.

            7.    COMPENSATION UPON TERMINATION OR DURING DISABILITY.

                  (a) TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i)
                  Executive is terminated 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 effective date set forth in the written notice of
                  such termination (the "Termination Date") and Executive shall
                  be entitled to the following benefits:

                        (i) The Employer shall continue to pay Executive's Base
                  Salary for the remaining term of the Employment Period after
                  the date of Executive's termination, or, if such termination
                  occurs in connection with or after a Change-in-Control, for
                  three years, whichever period is longer, at the rate in effect
                  on the date of his termination and on the same periodic
                  payment dates as payment would have been made to Executive had
                  the Employment Period not been terminated;

                        (ii) For the remaining term of the Employment Period,
                  or, if such termination occurs in connection with or after a
                  Change-in-Control, for three years, whichever period is
                  longer, Executive shall continue to receive all benefits
                  described in Section 3 existing on the date of termination,
                  including, but not limited to, any bonuses and incentive
                  compensation described in Section 3 of this


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                  Agreement, subject to the terms and conditions upon which such
                  benefits may be offered. 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;

                           (iii) For purposes of any stock option plan of the
                  Employer, (x) Executive shall be treated as if he had remained
                  in the employ of the Employer for the remaining term of the
                  Employment Period after the date of Executive's termination,
                  or for one year, whichever period is longer, so that Executive
                  may exercise any exercisable options and Executive's other
                  rights shall continue to vest during the remaining term of the
                  Employment Period with respect to any options previously
                  granted under such plans, except as otherwise provided in such
                  plans, and (y) if such termination occurs in connection with
                  or after a Change-in-Control, any stock options and any other
                  rights of Executive (including restricted stock awards) shall
                  become fully vested and immediately exercisable upon such
                  termination;

                           (iv) Nothing herein shall be deemed to obligate
                  Executive to seek other employment in the event of any such
                  termination and any amounts earned or benefits received from
                  such other employment will not serve to reduce in any way the
                  amounts and benefits payable in accordance herewith; and

                           (v) If in the opinion of tax counsel selected by the
                  Executive and reasonably acceptable to the Employer, the
                  Executive has or will receive any compensation or recognize
                  any income (whether or not pursuant to this Agreement or any
                  plan or other arrangement of the Employer and whether or not
                  the Employment Period or the Executive's employment with the
                  Employer 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 Employer shall pay the
                  Executive an additional amount (the "Additional Amount") equal
                  to the sum of (i) all taxes payable by the Executive 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 income taxes payable by Executive
                  with respect to any such Additional Amount. Any amounts
                  payable pursuant to this paragraph (v) shall be paid by the
                  Employer to the Executive within 30 days of each written
                  request therefor made by the Executive.

                  (b) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If Executive
                  is terminated for Cause pursuant to Section 6(a)(iii) above,
                  or if Executive voluntarily terminates his employment
                  hereunder without Good Reason pursuant to Section 6(b)(ii)
                  above, then the Employment Period shall terminate as of the
                  effective date set forth in the written notice of such
                  termination (the "Termination Date") and any outstanding stock
                  options held by Executive shall expire in accordance with the
                  terms of the stock option plan or option agreement under


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                  which the stock options were granted. Executive shall be
                  entitled to receive the following benefits:

                           (i) If (A) Executive is terminated for Cause pursuant
                  to Section 6(a)(iii)(A), (B) or (C) above (regardless of
                  whether he submits a claim of lack of Cause to arbitration
                  pursuant to Section 7(e) herein), (B) Executive is terminated
                  for Cause pursuant to Section 6(a)(iii)(D) above and does not
                  submit a claim of lack of Cause to arbitration pursuant to
                  Section 7(e) herein, or (C) Executive voluntarily terminates
                  his employment hereunder without Good Reason pursuant to
                  Section 6(b)(ii) above, then Executive shall be entitled to
                  receive only his Base Salary at the rate then in effect until
                  the Termination Date.

                           (ii) If Executive is terminated for Cause pursuant to
                  Section 6(a)(iii)(D) above and submits a claim of lack of
                  Cause to arbitration pursuant to Section 7(e) herein, then,
                  subject to Executive's repayment obligation under Section
                  7(e)(ii)(B):

                                    (A) Executive shall be entitled to receive
                           his Base Salary at the rate then in effect until the
                           earlier of either the date six months after the
                           Termination Date or the date of the arbitrator's
                           final determination.

                                    (B) The Employer shall, upon Executive's
                           submission of appropriate invoices, promptly pay up
                           to the first $25,000 of such Executive's costs of
                           arbitration and attorney's fees until the earlier of
                           either the date of the arbitrator's final
                           determination or the date on which the Executive's
                           costs of arbitration and attorney's fees equal or
                           exceed $25,000.

                  (c) TERMINATION BY REASON OF DEATH. If Executive's employment
                  terminates due to his death, the Employer shall pay
                  Executive's Base Salary for a period of six months from the
                  date of his death, or such longer period as the Employer's
                  Board of Directors may determine, to Executive's estate or to
                  a beneficiary designated by Executive in writing prior to his
                  death. Any unexercised or unvested stock options shall remain
                  exercisable or vest upon Executive's death only to the extent
                  provided in the applicable option plan and option agreements.

                  (d) TERMINATION BY REASON OF DISABILITY. In the event that
                  Executive's employment terminates due to his disability as
                  defined in Section 6(a)(ii) above, Executive shall be entitled
                  to be paid his Base Salary until the later of such time when
                  (i) the period of disability or illness (whether or not the
                  same disability or illness) shall exceed 180 consecutive days
                  during the Employment Period and (ii) Executive becomes
                  eligible to receive benefits under a comprehensive disability
                  insurance policy obtained by the Employer (the "Disability
                  Period"). Following the expiration of the Disability Period,
                  the Employer may terminate this Agreement upon written notice
                  of such termination. Any unexercised or unvested stock options
                  shall remain exercisable or vest upon such termination only to
                  the extent provided in the applicable option plan and option
                  agreements.


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                  (e) ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE
                  OF TERMINATION. In the event that the Executive's employment
                  is terminated by the Employer for Cause or by Executive for
                  Good Reason, and either party contends that such Cause or Good
                  Reason did not exist, the parties agree to submit such claim
                  to arbitration before the American Arbitration Association
                  ("AAA"), and Executive hereby agrees to submit to any such
                  dispute to arbitration pursuant to the terms of this Section
                  7(e). In such a proceeding, the only issue before the
                  arbitrator will be whether Executive's employment was in fact
                  terminated for Cause or for Good Reason, as the case may be.

                           (i) AWARDS IN FAVOR OF THE EXECUTIVE. If the
                  arbitrator determines that Executive's employment was
                  terminated by the Employer without Cause or was terminated by
                  Executive for Good Reason, the only remedy that the arbitrator
                  may award is an amount equal to the severance payments
                  specified in Section 7(a), the costs of arbitration, and
                  Executive's attorneys' fees. In cases where an award is
                  granted to an Executive who was terminated for Cause pursuant
                  to Section 6(a)(iii)(D) above, such arbitration award shall be
                  reduced by the amount of Base Salary, costs of arbitration and
                  attorney's fees already paid by the Employer pursuant to
                  Section 7(b)(ii) above.

                           (ii)     AWARDS IN FAVOR OF THE EMPLOYER.

                                    (A) If the arbitrator finds that Executive's
                           employment was terminated by the Employer for Cause
                           pursuant to Section 6(a)(iii)(A), (B), (C) or (D)
                           above, or by the Executive without Good Reason, the
                           arbitrator will be without authority to award
                           Executive anything, the parties will each be
                           responsible for their own attorneys' fees, and the
                           costs of arbitration will be paid 50% by Executive
                           and 50% by the Employer.

                                    (B) In addition, if the arbitrator finds
                           that the Executive's employment was terminated for
                           Cause pursuant to Section 6(a)(iii)(D) above,
                           Executive must promptly reimburse the Employer for
                           the full amount of any Base Salary paid by the
                           Employer with respect to periods after the
                           Termination Date, the full amount of any attorney's
                           fees paid by the Employer, and 50% any costs of
                           arbitration paid by the Employer on behalf of the
                           Executive pursuant to Section 7(b)(ii) above.

         8. CONFIDENTIALITY; PROHIBITED ACTIVITIES. The Executive and the
Employer recognize that due to the nature of his employment and relationship
with the Employer, the Executive has access to and develops confidential
business information, proprietary information, and trade secrets relating to the
business and operations of the Employer. The Executive acknowledges that such
information is valuable to the business of the Employer, and that disclosure to,
or use for the benefit of, any person or entity other than the Employer, would
cause irreparable damage to the Employer. The 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


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good will 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, the Executive agrees as follows:

                  (a) CONFIDENTIALITY. During the term of this Agreement
                  (including any renewals), and at all times thereafter, the
                  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, 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 the Agreement, "Confidential Information" includes, without
                  limitation: client or customer lists, identities, contacts,
                  business and financial information; 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, the Executive. The Executive further agrees
                  that, during the Employment Period and at all times
                  thereafter, he shall keep confidential and shall not release,
                  use or disclose without prior written permission of the
                  Employer, all Confidential Information developed by him on
                  behalf of the Employer or provided to him by the Employer,
                  excepting only such information as was already known to him
                  prior to the commencement of his employment by the Employer or
                  such information as is already known to the public.

                  (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 (i) during the Employment Period, (ii) in the
                  event that this Agreement is terminated by the Employer for
                  Cause or by the Executive other than for Good Reason, during
                  the one-year period following the date of such termination,
                  and (iii) solely for purposes of paragraph (vi) below, during
                  the five-year period following the date on which Executive's
                  employment terminates for any reason, Executive will not,
                  without the prior written consent of the Board of Directors of
                  the Employer 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):

                           (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:


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<PAGE>

                                    (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;

                                    (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 Employer also
                           engages in the commercial real estate business.

                           For purposes of this subsection, the 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) seek, solicit, or engage in any attempt to
                  establish for himself or for any other person or entity, a
                  business relationship with any person or entity who was a
                  client or customer of the Employer, or who was solicited to
                  become a client or customer of the Employer, during the
                  Employment Period ("Employer Clients");

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

                           (iv) engage in business with, or provide advice or
                  services to, any Employer Client solicited by the Executive in
                  breach of Section 8 of this Agreement (whether or not such
                  services are compensated);

                           (v) receive, or cause any other person or entity to
                  receive, any compensation, consideration, or income, in any
                  form, from any Employer Client solicited by him in breach of
                  Section 8 of this Agreement; or

                           (vi) 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. 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.

                           Notwithstanding any of the foregoing, Executive shall
                  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.


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<PAGE>

                  (c) OPTION PROPERTY. Notwithstanding anything contained herein
                  to the contrary, Executive is not prohibited by this Section 8
                  from (i) maintaining his or her investment in any Option
                  Property (as such term is defined in the Employer's final
                  prospectus relating to the IPO) or in any asset listed in the
                  Employer's final prospectus relating to the IPO under the
                  caption "The Properties - Assets Not Being Transferred to the
                  Company" or (ii) from making investments in any entity that
                  engages, directly or indirectly, in the acquisition,
                  development, construction, operation, management or leasing of
                  office real estate properties, regardless of where they are
                  located, if the shares or other ownership interests of such
                  entity are publicly traded and Executive's aggregate
                  investment in such entity constitutes less than one percent
                  (1%) of the equity ownership of such entity.

                  (d) EMPLOYER PROPERTY. The 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, the 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 in furtherance of his duties
                  under the Agreement. When the Executive terminates his
                  employment with the Employer, or upon request of the Employer
                  at any time, the 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.

                  (e) NO DISPARAGEMENT. Following termination of the Executive's
                  employment for any reason, the Executive shall not 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.

                  (f) REMEDIES. The Executive declares that the foregoing
                  limitations in Sections 8(a) through 8(f) 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 the Executive breaches
                  any of the promises contained in this Section 8, the 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 the Executive's prospective
                  or continuing breach and to maintain the status quo. The
                  existence of this right to injunctive


                                       13
<PAGE>

                  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 7(e) hereof and the right to compensatory, punitive
                  and monetary damages. In the event that a final non-appealable
                  judgment is entered in favor of one of the parties, that party
                  shall be reimbursed by the other party for all costs and
                  attorneys' fees incurred by such party in such action.
                  Executive hereby agrees to waive his right to a jury trial
                  with respect to any action commenced to enforce the terms of
                  this Agreement.

                  (g) TRANSITION. Regardless of the reason for his departure
                  from the Employer, the Executive agrees that: (i) he shall
                  assist the Employer in maintaining the business of the clients
                  and customers with whom the Executive has a relationship; and
                  (ii) he shall take all steps reasonably requested by the
                  Employer to effect a successful transition of those
                  relationships to the person or persons designated by the
                  Employer.

                  (h) SURVIVAL. The provisions of this Section 8 shall survive
                  termination of the Executive's employment. The covenants
                  contained in Section 8 shall be construed as independent of
                  any of other provisions contained in this Agreement and shall
                  be enforceable regardless of whether the Executive has a claim
                  against the Employer under the Agreement or otherwise.

         9. COOPERATION. The Executive agrees to give prompt written notice to
the Employer of any claim or injury relating to the Employer, and to fully
cooperate in good faith and to the best of his ability with the Employer in
connection with all pending, potential or future claims, investigations or
actions which directly or indirectly relate to any transaction, event or
activity about which the Executive may have knowledge because of his employment
with the Employer. Such cooperation shall 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.

         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.

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

                  (a)      if to the Executive:


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<PAGE>

                           70 West 36th Street
                           New York, New York  10018

                  (b)      if to the Employer:

                           SL Green Realty Corp.
                           70 West 36th Street
                           New York, New York  10018

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

         14. SUCCESSORS. Neither this Agreement nor any rights hereunder may be
assigned or hypothecated by the Executive. This Agreement may be assigned by the
Employer and shall be binding upon, and inure to the benefit of, the Employer's
successors and assigns.

         15. 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.

         16. 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.

         17. CHOICE OF VENUE. 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.

         18. ENTIRE AGREEMENT. This 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.


                                       15
<PAGE>

         19. PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

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

                              SL GREEN REALTY CORP.

                              By:________________________________
                                 Name:
                                 Title:



                                 -------------------------------





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