Exhibit
10.35


 


SEPARATION
AGREEMENT


 


SEPARATION
AGREEMENT dated February 3, 2004, made by and between Michael W. Reid (the
“Executive”) and SL Green Realty Corp., a Maryland corporation with its
principal place of business at 420 Lexington Avenue, New York, New York 10170
(the “Company”).


 


WHEREAS, the
Executive and the Company are parties to an employment agreement dated
February 26, 2001 (the “Employment Agreement”); and


 


WHEREAS, the
Executive and the Company wish to set forth their mutual understanding of the
terms of Executive’s separation from employment, as contemplated below.


 


NOW, THEREFORE, in
consideration of the mutual covenants and commitments provided for herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by both parties, the Executive and the Company hereby agree
as follows:


 


1.                                       Termination
Date.  The Executive’s employment
with the Company will terminate effective April 30, 2004 (except as set
forth in Sections 3(b) and 3(c) hereof, the “Termination Date”).  Prior to the Termination Date, the Executive
will continue to perform his regular duties for the Company, on a full-time
basis, including his role as Chief Operating Officer of the Company, and
otherwise in accordance with the Employment Agreement except as otherwise
provided herein.  The Executive is
entitled to a total of two weeks of vacation and two personal days to be taken
prior to April 30, 2004.  The
Executive hereby tenders his resignation as of the Termination Date, and hereby
resigns from any other corporate offices and board of director memberships with
the Company and all affiliates thereof as of the Termination Date; the
Executive acknowledges and agrees that, upon the Termination Date, he shall
take any further actions requested by the Company as reasonably may be
necessary or appropriate further to reflect such resignations.  Executive shall be paid at his current base
salary rate (i.e., $350,000) together with a pro rata portion of his annual
bonus (i.e., $150,000) as in effect immediately prior to the date


 

















 


hereof, for the period from the date hereof through the Termination
Date, on the Company’s regular and customary payroll dates (and no other salary
or bonus shall be payable for such period).


 


2.                                       Bonus
Payment.  Subject in all respects to
Section 9 hereof, Executive shall, within five business days of the
expiration of the revocation period without the Release (as defined below)
having been revoked, receive from the Company a lump sum payment of $125,000,
which represents three months pay at the annual salary rate in effect
immediately prior to the Termination Date (i.e., $350,000) and a pro rata
portion of his minimum annual bonus as in effect immediately prior to the
Termination Date (i.e., $150,000).


 


3.                                       Employment
Agreement.


 


(a)                                  The
Employment Agreement shall terminate on the Termination Date in its entirety,
except as provided in Section 8 hereof. 
Without limiting the generality of the foregoing, no payment or benefit
shall be made or otherwise arise under Section 7 or any other provision of
the Employment Agreement by virtue of such termination.


 


(b)                                 It
is expressly acknowledged and agreed that no event or condition occurring,
arising or in effect at any time before the date hereof or through the date
hereof has constituted or constitutes “Good Reason” under the Employment
Agreement, and that the recurrence or continuation of any such event or
condition will not constitute Good Reason. 
From and after the date hereof, in no event shall Section 7 of the
Employment Agreement apply to any termination of the Executive’s employment by
the Executive.  Without limiting the
generality of the foregoing, from and after the date hereof, Section 7(a)
of the Employment Agreement shall not apply to any termination of employment by
the Executive for Good Reason.  In the
event that Good Reason arises under the Employment Agreement after the date
hereof, and the Executive terminates his employment therefor before the
Termination Date as contemplated by and in accordance with Section 6 of
the Employment Agreement, or there is a termination of employment before the
Termination Date on account of death or disability as contemplated by and in
accordance with Section 6 of the Employment Agreement, then (i) the
Termination Date for purposes of this Separation


 


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Agreement shall be the date of such termination of employment, (ii) in
the case of such termination due to the death of the Executive or such a
termination by the Company in the event of the Executive’s becoming disabled,
the Executive shall be entitled at his or his estate’s option to elect the
payments and benefits available to him under the Employment Agreement or this
Separation Agreement (but not both), and (iii) this Separation Agreement shall
otherwise apply in accordance with its terms.


 


(c)                                  It
is expressly agreed and understood that the Company shall not terminate
Executive for Cause at any time before the Termination Date unless and until
there is present the factors set forth in Section 6(a)(iii)(i) or
6(a)(iii)(ii) of the Employment Agreement.


 


4.                                       Options.


 


(a)                                  With
respect to the options to purchase 50,000 shares of common stock of the Company
provided for by Section 3(c) of the Employment Agreement and that certain
option agreement between the Executive and the Company dated February 26,
2001, and with respect to the Equity Award in Section 3(d) of the
Employment Agreement, the parties acknowledge that options to purchase 10,000
shares of common stock under Section 3(c), and 10,000 restricted shares of
common stock under Section 3(d) will become vested and nonforfeitable on
February 26, 2004.  Notwithstanding
the foregoing, (i) all options designated to be otherwise unvested and
unexercisable as of February 26, 2004 (i.e., 20,000 shares) shall become
immediately vested and initially exercisable upon the date hereof, and (ii)
such option agreement shall otherwise apply in accordance with its terms.


 


(b)                                 With
respect to the options to purchase 100,000 shares of common stock of the
Company provided for by that certain option agreement between the Executive and
the Company dated October 10, 2002, the Executive may exercise 50,000
options as follows:  (i) 15,000 unvested
and unexercisable options granted thereunder shall become immediately vested
and initially exercisable upon the date hereof, (ii) subject in all respects to
Section 9 hereof, 35,000 unvested and unexercisable options granted
thereunder shall become vested and initially exercisable upon the Termination
Date, (iii) any options not


 


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vested or exercised on or before the Termination Date (taking into
account clause (i)), or in accordance with clause (ii), shall not be or become
vested or exercisable and shall without any further action be forfeited
forthwith, and (iv) such option agreement
shall otherwise apply in accordance with its terms.


 


5.                                       COBRA.  Following the Termination Date, the
Executive will be given the opportunity to continue under the Company’s group
health plans, as may be required, and to the extent provided, by the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


6.                                       Transfer
of Responsibilities; Cooperation. 
The Executive expressly agrees to cooperate fully from the date hereof
through the Termination Date in the transfer of his responsibilities as Chief
Operating Officer of the Company, and any other responsibilities or duties that
he performed in connection with his employment at the Company to the
individual(s) designated by the Company. 
The Executive acknowledges that the transition will require travel
outside of New York City to see shareholders and analysts at the reasonable
direction of the Chief Executive Officer of the Company.


 


7.                                       Confidentiality.  The Executive and the Company agree that
they will keep the terms of this Separation Agreement confidential, except that
the Executive may disclose this Separation Agreement to or discuss this
Separation Agreement with his spouse, attorney, financial advisor and as may be
required by law, and the Company may discuss this Separation Agreement with or
disclose this Separation Agreement to its attorneys, trustees, officers,
agents, and as may be required by law. 
Each party agrees that it shall advise any such persons with whom it
discusses or to whom it discloses this Separation Agreement of the existence
and requirements of this confidentiality provision, and shall instruct any such
person that such person shall not disclose the existence of this Separation
Agreement or its terms to any other person.


 


8.                                       Prohibited
Activities.  The provisions of
Sections 8(a), 8(b)(ii) and 8(e)-8(i) of the Employment Agreement (the
“Restrictive Covenants”) are hereby incorporated into this Separation Agreement
by reference as though stated in full herein (including any provisions in the
Employment


 


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Agreement relating to the enforcement thereof), and (together with any
provisions in the Employment Agreement relating to the enforcement thereof) shall
survive termination of employment and the termination of the Employment
Agreement in accordance with the terms of the Restrictive Covenants.  The parties expressly agree and understand
that the transition services contemplated by Section 8(h) shall be limited
to reasonable periodic telephone conferences and shall not require the
Executive to travel to the office or otherwise.


 


9.                                       General
Release; Certain Other Matters.  It
is expressly understood and agreed that, without limiting the Executive’s
obligations hereunder, all of the Company’s obligations under Sections 2 and
4(b)(ii) hereunder, are subject entirely and in all respects to (i) the
Executive’s provision, at or after the close of business on the Termination
Date and not more than two business days after the Termination Date, of a
Release in the form attached hereto as Exhibit A (the “Release”) and (ii) the
Release’s becoming irrevocable as confirmed by the Executive’s written
confirmation, in the form attached hereto as Exhibit B delivered to and
received by the Chief Executive Officer of the Company at the principal place
of business of the Company, that the Release has not been revoked (the
“Confirmation”).  The Confirmation shall
be delivered (i) not before the expiration of the seven-day revocation period
provided for in Section 4 of the Release and (ii) not after seven days
have elapsed after such expiration of such seven-day period.  Notwithstanding anything in this Separation
Agreement to the contrary, any payment or other benefits under Sections 2 and
4(b)(ii) that would otherwise be due or effective before the Confirmation has
been so received by the Company shall not be required to be paid or otherwise
provided or effective until five business days have elapsed after the
Confirmation has been so received.  The
Executive is hereby advised to seek advice of counsel in connection with the
Release, and acknowledges and agrees that he has otherwise had the opportunity
to seek advice of counsel in connection with this Separation Agreement.  The Company agrees to execute and deliver to
Executive a Release in the form attached as Exhibit C upon Executive’s
irrevocable confirmation of his Release as provided above.


 


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10.                                 Entire
Agreement.  This Separation
Agreement, together with the Employment Agreement (except as expressly modified
herein) and the applicable option agreements, contains the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes and replaces all prior agreements, negotiations and proposed
agreements, whether written or oral. 
The Executive and the Company each acknowledge and confirm that neither
they nor any agent or attorney have made any promise, representation, or
warranty whatever, express, implied, or statutory, not contained herein
concerning the subject matter hereof, to induce the other party to execute this
Separation Agreement.  To the extent
that anything herein is inconsistent with the Employment Agreement, it is
expressly agreed that this Separation Agreement amends the Employment
Agreement.


 


11.                                 No
Third-Party Beneficiaries.  This
Separation Agreement is solely for the benefit of the parties to this
Separation Agreement and should not be deemed to confer upon third parties any
remedy, claim, liability, reimbursement, claims or action or other right in
excess of those existing without reference to this Separation Agreement.


 


12.                                 Certain
Matters Relating to Enforceability. 
Any provision of this Separation Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. 
Any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 


13.                                 No
Oral Modification.  This Separation
Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto.


 


14.                                 Tax
Withholding.  The Company may
withhold from any compensation or benefits payable or otherwise arising under
this Separation Agreement all Federal, state, city and other taxes as shall be
required by law.


 


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15.                                 Applicable
Law.  THIS SEPARATION AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


16.                                 Further
Assurances.  The Executive agrees
that he is not entitled to reinstatement with the Company and agrees that his
employment relationship with the Company will irrevocably end on the
Termination Date.  The Executive agrees
not to seek or accept employment with the Company in the future at any time,
unless the Company, at its sole discretion and through its Chief Executive
Officer, offers him such employment.


 


17.                                 Headings.  The headings of the paragraphs herein are
included for reference only and are not intended to affect to meaning or
interpretation of this Separation Agreement.


 


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IN WITNESS
WHEREOF, the parties have executed this Separation Agreement as of the date and
year first above written:


 


 


	
   

  	
  SL GREEN REALTY
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Michael W. Reid

  	
   

  
	
   

  	
   

  
					



 


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DRAFT


 


EXHIBIT A


 


RELEASE


 


THIS RELEASE is made as
of the          day of
              ,
2004, by Michael W. Reid (the 
“Executive”).


 


WHEREAS, the Executive is
a party to a certain agreement with SL Green Realty Corp. (the “Company”) dated
as of the       day of
          , 2004, a copy of
which is attached hereto as Exhibit I (the “Separation Agreement”) (unless the
context requires otherwise, capitalized terms used but not defined herein shall
have the respective meanings ascribed thereto by the Separation Agreement);


 


WHEREAS, the Executive
desires to confirm that the Company (including its affiliates, as provided
below), other than as set forth in the Separation Agreement, have completely
satisfied any and all of its obligations to the Executive, and to provide for a
release;


 


WHEREAS, Section 9
of the Separation Agreement contemplates the Executive’s giving of this
Release; and


 


WHEREAS, payments and
benefits otherwise payable under the Separation Agreement will not be made or
otherwise provided unless the Executive executes and delivers this Release (and
thereafter provides certain written confirmation that this Release has not been
revoked);


 


NOW, THEREFORE, with the
intent to be legally bound and in consideration of the agreements herein
contained, plus other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Executive agrees as follows:


 


1.  The Executive, for himself
and his spouse, heirs, executors, administrators, successors, and assigns,
hereby releases and discharges (i) the Company and its other affiliated
companies; (ii) each of their respective past and present officers, directors,
agents, and employees; and (iii) all the employee benefit plans of the Company
or any of its affiliated companies, any trusts and other funding vehicles


 

















 


established in connection with any such plans, any members of
committees established under the terms of any such plans, and any administrators
or fiduciaries of any such plans, from any and all actions, causes of action,
claims, demands, grievances, and complaints, known and unknown, which he or his
spouse, heirs, executors, administrators, successors, and assigns ever had or
may have at any time through the effective date of this Release, other than for
payments and benefits set forth under the Separation Agreement.  The Executive acknowledges and agrees that
this Release is intended to cover and does cover, but is not limited to, (i)
any claim under Title VII of the Civil Rights Act of 1964, Section 1981 of
the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the
Equal Pay Act, the Employee Retirement Income Security Act, or the Americans
with Disabilities Act, each as amended; (ii) any claim of employment
discrimination whether based on a federal, state, or local statute or court or
administrative decision; (iii) any claim for wrongful or abusive discharge,
breach of contract, invasion of privacy, intentional infliction of emotional
distress, defamation, or other common law contract or tort claims including,
but not limited to, such claims arising from any statements the Company is or
heretofore has been required to make to or file with any regulatory agency with
regard to the termination of the Executive’s employment; (iv) any claims,
whether statutory, common law, or otherwise, arising out of the terms or
conditions of his employment at the Company and/or his separation from the
Company (other than for payments and benefits set forth under the Separation
Agreement); and (v) any claim for attorneys’ fees, costs, disbursements, or
other like expenses.  The enumeration of
specific rights, claims, and causes of action being released should not be
construed to limit the general scope of this Release.  It is the intent of the parties that by this Release the
Executive is giving up all rights, claims, and causes of action accruing prior
to the effective date hereof, whether known or unknown or whether or not any
damage or injury has yet occurred.


 


2.  The Executive acknowledges
that he would not be entitled to compensation provided under the Separation
Agreement, including, for example, the benefits set forth in Section 4 of
the Separation


 


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Agreement, under any applicable plan policy, or practice of the Company
or pursuant to any prior agreement between the Company and him.


 


3.  The Executive acknowledges
that he was advised in writing to consult with legal counsel before signing this
Release; that he has obtained such advice as he deems necessary with respect to
this Release; that he has fully read and understood the terms of this Release;
and that he is signing this Release knowingly and voluntarily, without any
duress, coercion, or undue influence, and with an intent to be bound.  The Executive further acknowledges that he
has been given at least 21 days to consider this Release and that he has
elected to sign it on this date after having taken what he considers to be a
sufficient period of time to consider his options.  The parties agree that any changes made to this Release or the
Separation Agreement after the initial delivery hereof (February 3, 2004)
will not restart the running of such 21-day period.


 


4.  The Executive understands
that he is entitled to revoke this Release within seven days following his
execution of the Release and that the Release will not become effective until
the seven-day period has expired. 
Revocation may be effected by giving written notice delivered to the
Chief Executive Officer of the Company, within the seven-day period.  In the event that the Executive timely
exercises his right to revoke this Release, the Release will immediately become
null and void, and the Company will have no obligations hereunder or under the
Separation Agreement.


 


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IN WITNESS
WHEREOF, the Executive has executed this Release as of the date and year first
above written:


 


 


	
   

  	
   

  
	
  Michael W. Reid

  
	
   

  



 


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DRAFT


 


EXHIBIT B


 


Declaration


 


I,
                     ,
hereby declare that seven days have passed since my Release dated
                     ,
2004 (the “Release”) was executed.  I
have decided not to revoke, and have not revoked, the Release and, pursuant to
Section 4 of the Release, the Release is irrevocable.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Michael W. Reid

  



 

















 


EXHIBIT C


 


RELEASE


 


THIS RELEASE is made as
of the       day of
            , 2004,
by SL Green Realty Corp., a Maryland corporation with its principal place of
business at 420 Lexington Avenue, New York, New York (the “Company”).


 


WHEREAS, the Company is a
party to a certain agreement with Michael W. Reid (the “Executive”) dated as of
the 3rd day of February, 2004 (the “Separation Agreement”) (unless the context
requires otherwise, capitalized terms used but not defined herein shall have
the respective meanings ascribed thereto by the Separation Agreement); and


 


WHEREAS, Separation
Agreement contemplates the Company’s giving of this Release.


 


NOW, THEREFORE, with the
intent to be legally bound and in consideration of the agreements herein
contained, plus other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company agrees as follows:


 


1.  The Company, for itself and
on behalf of its affiliated companies and each of their respective past and
present officers, directors, agents, and employees hereby releases and
discharges the Executive, his spouse, heirs, executors, administrators,
successors, and assigns from any and all actions, causes of action, claims,
demands, grievances, and complaints, known and unknown, which it or they ever
had or may have at any time through the effective date of this Release, except
that this release shall not apply to any act of fraud, misappropriation of
funds, embezzlement or any other action with regard to the Company or any of
its affiliated companies that constitutes a criminal act under any federal or
state statute committed or perpetrated by the Executive during the course of
Executive’s employment with the Company or its affiliates.  The Company acknowledges and agrees that
this Release is intended to cover and does cover all claims, whether based on
statute or common law, that it has against the Executive, whether such claim
relates to his employment or otherwise, including any claim for breach of
contract,


 

















 


breach of
fiduciary duty, intentional infliction of emotional distress, defamation, or
other common law contract or tort claims. 
It is the intent of the parties that by this Release the Company is
giving up all rights, claims, and causes of action accruing prior to the
effective date hereof, whether known or unknown or whether or not any damage or
injury has yet occurred.


 


2.  The Company acknowledges
that it was advised in writing to consult with legal counsel before signing
this Release.


 


IN WITNESS WHEREOF, the Company has executed this Release as of the
date and year first above written:


 


 


	
  SL Green Realty
  Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Marc Holliday

  	
   

  
	
   

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  
					



 


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