Exhibit
10.15


 


EMPLOYMENT
AND NONCOMPETITION AGREEMENT


 


This
EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 1st day
of January, 2004 between Andrew Mathias (“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 “Employer”), and replaces that
certain Restricted Stock and Award agreement between Executive and the Employer
dated as of March 25, 2002.


 


1.                                       Term.  The term of this Agreement shall commence on
January 1, 2004 and shall continue for a period of four years from the
commencement date, unless earlier terminated as provided in Section 6
below, shall terminate on the fourth anniversary of the date of this Agreement
(the “Current Term”);  provided, however, that Sections 4 and 8
(and any enforcement or other procedural provisions hereof affecting Sections 4
and 8) hereof shall survive the termination of this Agreement as provided
therein.  The Current  Term may be extended for such period or
periods, if any, as may be mutually agreed to in writing by Executive and the
Employer (each a “Renewal Term”).  If
either party intends not to extend the Current Term, such party will give the
other party at least six months’ written notice of such intention.  If either party gives such notice with less
than six months remaining in the Current Term, the term of this Agreement shall
be extended until the date which is six months after the date on which the notice
is given.  The period of Executive’s
employment hereunder consisting of the Current Term and all Renewal Terms (and
any period of extension under the foregoing sentence), 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 and shall have the title of Chief Investment Officer
(the “CIO”) of the Employer.  Executive,
as CIO, shall be principally responsible for all of the investment activities
of Employer and shall report and provide assistance to Employer’s Chief
Executive Officer in arranging property level financing and private equity
capital on behalf of the Employer.  Executive’s
duties and authority shall be as further 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 (the “Board”); and the Chief Executive Officer, but
in all events such duties shall be commensurate with his position as CIO of 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
provided, however, that nothing herein shall be interpreted to preclude
Executive, so long as there is no material interference with his duties
hereunder, 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) investing and managing his assets as a passive investor in other entities
or business ventures; provided that he performs no management or similar role
(or, in the case of investments other than real estate investments, he performs
a management role comparable to the role that a significant limited partner
would have, but performs no day-to-day management or similar role) with respect
to such entities or ventures and such investment does


 

















 


not violate Section 8 hereof; and provided, further, that, in any
case in which another party involved in the investment has a material business
relationship with the Employer, Executive shall give prior written notice
thereof to the Board; or (iii) serving as a member of the Board of
Directors of a for-profit corporation with the approval of the Chief Executive
Officer of the Employer.


 


(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, or within 25 miles of, Manhattan, except
that Executive may be temporarily relocated in connection with the start-up of
new businesses of the Employer in new markets.


 


3.                                       Compensation
and Benefits.  In consideration of
Executive’s services hereunder, the Employer shall compensate Executive as
provided in this Agreement.


 


(a)                                  Base
Salary.  Effective January 1,
2004, the Employer shall pay Executive an aggregate minimum annual salary at
the rate of $250,000 per annum during the first two years of the Employment
Period and $300,000 per annum during the third and fourth years (and any period
of extension under the penultimate sentence of Section 1) of the
Employment Period (“Base Salary”).  Base
Salary shall be payable bi-weekly in accordance with the Employer’s normal
business practices and shall be reviewed by the Board or Compensation Committee
at least annually.


 


(b)                                 Incentive
Compensation/Bonuses.  In addition
to Base Salary, during the Employment Period, Executive shall be eligible for
and shall receive such discretionary annual bonuses as the Board, in its sole
discretion, may deem appropriate to reward Executive for job performance;
provided, however, that Executive’s annual performance bonus shall not be less
than $200,000.  In addition, Executive
shall be eligible to participate in any other bonus or incentive compensation
plans in effect with respect to senior executive officers of the Employer, as
the Board, in its sole discretion, may deem appropriate to reward Executive for
job performance.  Executive shall be eligible to participate in the
SL Green Realty Corp. 2003 Long-Term Outperformance Compensation
Program, as amended December 2003 (the
“Outperformance Plan”), subject to the terms and conditions as set forth in the
Employer’s Outperformance Plan.  It is
expressly understood that, with respect to awards under the Outperformance
Plan, the provisions of the Outperformance Plan, as amended from time to time,
and not the provisions of this Agreement, shall govern in accordance with their
terms, except with respect to the 12 months of vesting credit provided for
under the third sentence of Section 7(a)(iii).  If the term of this Agreement is extended under the penultimate
sentence of Section 1, and Executive’s employment terminates as of the
expiration of the term as so extended, then (i) upon such termination of
employment, Executive shall receive (without duplication) an amount equal to
(A) $200,000 multiplied by (B) a fraction (x) the numerator of which is the
number of days in the fiscal year of termination during which Executive was
employed and (y) the denominator of which is 365, and (ii) no other
bonus-related amounts shall be payable under this Section 3(b) for the
fiscal year of termination.


 


(c)                                  Stock
Options.  As determined by the
Board, in its sole discretion, Executive shall be eligible to participate in
the Employer’s then current Stock Option and Incentive Plan (the “Plan”), which
authorizes the grant of stock options and stock awards of the Employer’s common
stock (“Common Stock”).  Subject to the
provisions of the Plan (including the procedures therein


 


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relating to
grants), Executive will be granted options thereunder for 75,000 shares of the
Employer’s Common Stock in accordance with and subject to definitive
documentation which is consistent with the terms summarized on Exhibit A hereto
and which is otherwise consistent with the Employer’s general practices for
documentation contemplated by the Plan.


 


(d)                                 Other
Equity Awards.  Subject to the
provisions of the Plan (including the procedures therein relating to grants),
Executive will be granted 35,000 restricted shares of Common Stock, effective
as of January 1, 2004, in accordance with and subject to definitive
documentation which is consistent with the terms summarized on Exhibit B hereto
and which is otherwise consistent with the Employer’s general practices for
documentation contemplated by the Plan; and the vesting provisions applicable
to Executive’s existing outstanding 17,500 restricted shares which have not yet
vested shall as of January 1, 2004 be as summarized on such Exhibit B (and
the definitive documentation therefor shall be amended accordingly).  In addition, the Employer shall pay
Executive an additional cash amount, intended to serve generally as a tax
gross-up, upon each date on which the restricted shares vest and become
taxable, equal to 40% of the value of the shares included in Executive’s
taxable income on such date.


 


(e)                                  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.  Any expenses incurred during
the Employment Period but not reimbursed by the Employer by the end of the
Employment Period, shall remain the obligation of the Employer to so reimburse
Executive.


 


(f)                                    Health
and Welfare Benefit Plans.  During
the Employment Period, Executive and Executive’s immediate family shall be
entitled to participate in such health and welfare benefit plans 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
or modify or terminate any benefit plan or program as it sees fit from time to
time in the normal course of business so long as it does so for all senior
executives of the Employer.


 


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


 


(h)                                 Other
Benefits.  During the Employment
Period, the Employer shall provide to Executive such other benefits, as
generally made available to other senior executives of the Employer (other than life insurance and other death
benefits and other than long-term disability coverage).


 


4.                                       Indemnification
and Liability Insurance.  The
Employer agrees to indemnify Executive to the extent permitted by applicable
law, as the same exists and may hereafter be amended, from and against any and
all losses, damages, claims, liabilities and expenses asserted against, or
incurred or suffered by, Executive (including the costs and expenses of legal
counsel retained by the Employer to defend Executive and judgments, fines and
amounts paid in settlement actually and reasonably incurred by or imposed on
such indemnified party) with respect to any action, suit or proceeding, whether
civil, criminal administrative or investigative (a “Proceeding”) in which
Executive is made a party or threatened to be made a party, either with regard
to his entering into this Agreement with the Employer or in his


 


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capacity as an officer
(including, for the avoidance of doubt, as the CIO) 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 secure and maintain officers and directors liability insurance
providing coverage for Executive.  The
provisions of this Section 4 shall remain in effect after this Agreement
is terminated irrespective of the reasons for termination.


 


5.                                       Employer’s
Policies.  Executive agrees to
observe and comply with the reasonable rules and regulations of the Employer as
adopted by the Board 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 Board, so long as same are otherwise consistent
with this Agreement.


 


6.                                       Termination.  Executive’s employment hereunder may be
terminated under the following circumstances:


 


(a)                                  Termination
by the Employer.


 


(i)                                     Death.  Executive’s employment hereunder shall terminate
upon his death.


 


(ii)                                  Disability.  If, as a result of Executive’s incapacity
due to physical or mental illness or disability, 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 four consecutive
months or any 120 days in a 180-day period, and within 30 days after written
Notice of Termination (as defined in Section 6(d)) is given he shall not
have returned to the performance of his duties hereunder on a full-time basis,
the Employer may terminate Executive’s employment hereunder.


 


(iii)                               Cause.  The Employer may terminate Executive’s
employment hereunder for Cause.  For
purposes of this Agreement, “Cause” shall mean:  (i) Executive’s engaging in conduct which is a felony; (ii)
Executive’s engaging in conduct constituting a material breach of fiduciary
duty, gross negligence or willful and material misconduct, material fraud or
willful and material misrepresentation; (iii) Executive’s material breach of any
of his obligations under Section 8(a) through 8(e) of this Agreement; or
(iv) Executive’s failure to competently perform his duties after receiving
notice from the Employer specifically identifying the manner in which Executive
has failed to perform (it being understood that, for this purpose, the manner
and level of Executive’s performance shall not be determined based on the
financial performance (including without limitation the performance of the
stock) of the Employer).


 


(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 upon written notice to Executive, subject only to the
severance provisions specifically set forth in Section 7.


 


(b)                                 Termination
by Executive.


 


(i)                                     Disability.  Executive may terminate his employment
hereunder for Disability within the meaning of Section 6(a)(ii) above.


 


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(ii)                                  With
Good Reason.  Executive’s employment
hereunder may be terminated by Executive with Good Reason effective immediately
by written notice to the Board.  For
purposes of this Agreement, with “Good Reason” shall mean: (i) a failure by the
Employer to pay compensation in accordance with the provisions of
Section 3, which failure has not been cured within 14 days after the
notice of the failure (specifying the same) has been given by Executive to the
Employer; (ii) a material breach by the Employer of any other provision of this
Agreement which has not been cured within 30 days after notice of noncompliance
(specifying the nature of the noncompliance) has been given by Executive to the
Employer; or (iii) his primary reporting relationship ceases to be to the Chief
Executive Officer.  On and after the
occurrence of a Change-in-Control (as defined in Section 6(c) below),
“Good Reason” shall also include, in addition to the foregoing:


 


(A)                              a
change in duties, responsibilities, status or positions with the Employer that
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 or bonus compensation 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
including, but not limited to ongoing stock option and equity awards, 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 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 Good Reason for the purposes of this Agreement;


 


(D)                               the
Employer’s requiring Executive to be based in an office located more than 25
miles from Manhattan, other than for Executive’s temporary relocation in
connection with the start-up of new businesses of the Employer in new markets,
and except for required travel relating to the


 


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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; and


 


(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 16 hereof,
which has not been cured within 30 days after the notice of the failure (specifying
the same) has been given by Executive to the Employer.


 


(iii)                               Without
Good Reason.  Executive shall have
the right to terminate his employment hereunder without Good Reason, subject to
the terms and conditions of this Agreement.


 


(c)                                  Definitions.  The following terms shall be defined as set
forth below.


 


(i)                                     A
“Change-in-Control” shall be deemed to have occurred if:


 


(A)                              any
Person, together with all “affiliates” and “associates” (as such terms are
defined in Rule 12b-2 under the 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 or SL Green Operating Partnership, L.P. (the “OP”)
representing 25% or more of either (1) the combined voting power of the
Employer’s and/or OP’s then outstanding securities having the right to vote in
an election of the Board (“Voting Securities”) or (2) the then outstanding
shares of all classes of stock of the Employer or OP (in either such case other
than as a result of the acquisition of securities directly from the Employer or
OP); or


 


(B)                                the
members of the Board at the beginning of any consecutive 24-calendar-month
period commencing on or after the date hereof (the “Incumbent Directors”) cease
for any reason other than due to death to constitute at least a majority of the
members of the Board; provided that any director whose election, or nomination
for election by the Employer’s stockholders, was approved by a vote of at least
a majority of the members of the Board then still in office who were members of
the Board at the beginning of such 24-calendar-month period, shall be deemed to
be 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, if the
shareholders of the Employer and unitholders of the OP taken as


 


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a whole and
considered as one class immediately before such transaction own, immediately
after consummation of such transaction, equity securities and partnership units
possessing less than 50% percent of the surviving or acquiring company and
partnership taken as a whole 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 25% or more of the shares of stock then
outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any Person to 25% or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that
if any Person referred to in clause (x) or (y) of this sentence shall
thereafter become the beneficial owner of any additional stock of the 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).


 


(ii)                                  “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) Stephen L.
Green, (B) Executive or (C) 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.  In addition, no Change-in-Control shall be
deemed to have occurred under clause (i)(A) above by virtue of a “group” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming a
beneficial owner as described in such clause, if any individual or entity
described in clause (A), (B) or (C) of the foregoing sentence is a member of
such group.


 


(d)                                 Notice
of Termination.  Any termination of
Executive’s employment by the Employer or by Executive (other than on account
of death) shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 12 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 Executive’s employment under the provision so indicated.


 


7.                                       Compensation
Upon Termination.


 


(a)                                  Termination
By Employer Without Cause or By Executive With Good Reason.  If (i) Executive is terminated by the
Employer 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 payment
and benefits:


 


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(i)                                     Executive
shall receive any earned and accrued but unpaid Base Salary on the Termination
Date, and any earned and accrued but unpaid incentive compensation and bonuses
payable at such times as would have applied without regard to such termination.


 


(ii)                                  The
Employer shall continue to pay Executive’s Base Salary (at the rate in effect
on the date of his termination) and annual performance bonus (based on the
amount paid for the immediately preceding year or, if the termination takes
place prior to a bonus having been previously so paid, the sum of $200,000) for
the remaining term of the Employment Period after the date of Executive’s
termination, on the same periodic payment dates as payment would have been made
to Executive had the Employment Period not been terminated for the remaining
term of the Employment Period after the date of Executive’s termination;
provided, however, that if such termination occurs upon or following a
Change-in-Control, the Employer shall continue to pay Executive’s Base Salary
(at the rate in effect on the date of his termination) and annual performance
bonus (based on the highest amount paid for the three preceding years or, if
the termination takes place prior to a bonus having been previously so paid,
the sum of $200,000) for the greater of 18 months or the remaining term of the
Employment Period after the date of Executive’s termination, on such periodic
payment dates.


 


(iii)                               Executive shall continue to receive all benefits
described in Section 3(f) existing on the date of termination for the
remaining term of the Employment Period, subject to the terms and conditions
upon which such benefits may be offered to continuing senior executives from
time to time.  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.  For purposes of vesting
under the Employer’s Outperformance Plan, without limiting any other rights
that Executive may have under the Employer’s Outperformance Plan, Executive
shall be treated as if he had remained in the employ of the Employer for 12
months after the date of termination. 
Notwithstanding the foregoing, (A) nothing in this
Section 7(a)(iii) shall restrict the ability of the Employer to amend or
terminate the plans and programs governing the benefits described in Section 3(f)
from time to time in its sole discretion, and (B) the Employer shall in no
event be required to provide any benefits otherwise required by this
Section 7(a)(iii) after such time as Executive becomes entitled to receive
benefits of the same type from another employer or recipient of Executive’s
services (such entitlement being determined without regard to any individual
waivers or other similar arrangements).


 


(iv)                              Any
unvested shares of restricted stock (i.e., shares then still subject to
restrictions under the applicable award agreement) granted to Executive by the
Employer shall become vested (i.e., free from such restrictions) and, as
applicable, Executive shall be entitled to receive the amount described in the
last sentence of Section 3(d) (for the avoidance of doubt, the foregoing
provisions of this sentence shall not refer to grants under the Employer’s
Outperformance Plan, which shall apply in accordance with its terms as in
effect from time to time), and any unexerciseable or unvested stock options
granted to Executive by the Employer shall become vested and exercisable on the
date of Executive’s termination.  Any
unexercised stock options granted to Executive by the Employer shall remain
exercisable until the second January 2 to follow the Termination


 


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Date or, if
earlier, the expiration of the initial applicable term stated at the time of
the grant.


 


Other than as may
be provided under Section 4 or as expressly provided in this
Section 7(a), the Employer shall have no further obligations hereunder
following such termination.


 


(b)                                 Termination
By the Employer For Cause or By Executive Without Good Reason.  If (i) Executive is terminated by the
Employer for Cause pursuant to Section 6(a)(iii) above, or
(ii) 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 Executive shall be entitled to
receive his earned and accrued but unpaid Base Salary at the rate then in
effect until the Termination Date.  In
addition, in such event, Executive shall be entitled (i) to receive any
earned and accrued but unpaid incentive compensation or bonuses, payable at
such times as would have applied without regard to such termination, except that, notwithstanding the foregoing, no
amounts shall be payable under this clause (i) in the case of a termination by
the Employer for Cause under clause (i) or (ii) of Section 6(a)(iii) (for
the avoidance of doubt, the foregoing provisions of this clause (i) shall not
refer to grants under the Employer’s Outperformance Plan, which shall apply in
accordance with its terms as in effect from time to time), (ii) to
exercise any options which have vested as of the termination of Executive’s
employment and are exercisable to the extent provided by and otherwise in
accordance with the terms of the applicable option grant agreement or plan, and
(iii) to retain any restricted shares of the Employer’s stock which have
vested as of the termination of Executive’s employment. Other than as may be
provided under Section 4 or as expressly provided in this
Section 7(b), the Employer shall have no further obligations hereunder
following such termination.


 


(c)                                  Termination
by Reason of Death.  If Executive’s
employment terminates due to his death, the Employer shall pay Executive’s Base
Salary plus any applicable pro rata portion of the annual performance bonus
described in Section 3(b) above for a period of six months from the date
of his death, or such longer period as the Board may determine, to Executive’s
estate or to a beneficiary designated by Executive in writing prior to his
death.  In the case of such a
termination, (i) Executive shall be credited with six months after termination
under any provisions governing restricted stock or options relating to the
vesting or initial exercisability thereof, (ii) if such six months of credit
would fall within a vesting period, a pro rata portion of the unvested shares
of restricted stock granted to Executive that otherwise would have become
vested upon the conclusion of such vesting period shall become vested on the
date of Executive’s termination due to his death, and a pro rata portion of the
unexercisable stock options granted to Executive that otherwise would have
become exercisable upon the conclusion of such vesting period shall become
exercisable on the date of Executive’s termination due to such death, and (iii)
as applicable, Executive shall be entitled to receive the cash amount described
in the last sentence of Section 3(d) with respect to the restricted shares
referenced in such Section 3(d) (for the avoidance of doubt, the foregoing
clauses (i), (ii) and (iii) shall not refer to grants under the Employer’s
Outperformance Plan, which shall apply in accordance with its terms as in
effect from time to time).  Furthermore,
upon such death, any vested unexercised stock options granted to Executive shall
remain vested and exercisable until the earlier of (A) the date on which the
term of such stock options otherwise would have expired, or (B) the second
January 1 after the date of Executive’s termination due to his death.
Other than as may be provided under Section 4


 


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or as expressly
provided in this Section 7(c), the Employer shall have no further
obligations hereunder following such termination.


 


(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 plus any applicable pro rata portion of the annual performance bonus
described in Section 3(b) above for a period of six months from the date
of such termination, or for such longer period as such benefits are then
provided with respect to other senior executives of the Employer.  In the case of such a termination, (i)
Executive shall be credited with six months after termination under any provisions
governing restricted stock or options relating to the vesting or initial
exercisability thereof, (ii) if such six months of credit would fall within a
vesting period, a pro rata portion of the unvested shares of restricted stock
granted to Executive that otherwise would have become vested upon the
conclusion of such vesting period shall become vested on the date of
Executive’s termination due to his disability, and a pro rata portion of the
unvested or unexercisable stock options granted to Executive that otherwise
would have become vested or exercisable upon the conclusion of such vesting
period shall become vested and exercisable on the date of Executive’s
termination due to such disability, and (iii) as applicable, Executive shall be
entitled to receive the cash amount described in the last sentence of
Section 3(d) with respect to the restricted shares referenced in such
Section 3(d) (for the avoidance of doubt, the foregoing clauses (i), (ii)
and (iii) shall not refer to grants under the Employer’s Outperformance Plan,
which shall apply in accordance with its terms as in effect from time to
time).  Furthermore, upon such
disability, any vested unexercised stock options granted to Executive shall
remain vested and exercisable until the earlier of (A) the date on which the
term of such stock options otherwise would have expired, or (B) the second
January 1 after the date of Executive’s termination due to his
disability.  Other than as expressly
provided in this Section 7(d), the Employer shall have no further
obligations hereunder following such termination.


 


(e)                                  Certain
Option.  Notwithstanding the foregoing provisions of this Section 7, with
respect to the option provided for by that certain option agreement between
Executive and the Employer dated October 10, 2002, (i) such provisions
shall not apply, (ii) in the event Executive’s employment is terminated by the
Employer Without Cause, by Executive With Good Reason or by reason of
Executive’s death or disability, in each case as contemplated by Section 6,
such option shall (without duplication) immediately become vested and
exercisable with respect to the number of underlying shares of the Employer’s
common stock as would have applied on the date of termination had such option
theretofore become vested and exercisable on a pro-rata monthly basis over a
60-month period commencing on the date of grant, and (iii) except as otherwise
provided in this sentence, such option agreement shall apply in accordance with
its terms.


 


8.                                       Confidentiality;
Prohibited Activities.  Executive
and the Employer recognize that due to the nature of his employment and
relationship with the Employer, Executive has access to and develops
confidential business information, proprietary information, and trade secrets
relating to the business and operations of the Employer.  Executive acknowledges that (i) such
information is valuable to the business of the Employer, (ii) disclosure to, or
use for the benefit of, any person or entity other than the Employer, would
cause irreparable damage to the Employer, (iii) the principal businesses of the
Employer are the acquisition, development, management, leasing or financing of
any office real estate property, including without limitation the origination
of first-mortgage and mezzanine debt or preferred equity financing for real
estate projects throughout the United States (collectively, the “Business”),
(iv) the Employer is one of the limited number of persons who have developed a
business such as the Business, and (v) 
the Business


 


10

















 


is national in
scope.  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
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, and in consideration of the compensation
(including severance) arrangements hereunder, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by
Executive, Executive agrees as follows:


 


(a)                                  Confidentiality.  During the term of this Agreement (including
any renewals), and at all times thereafter, 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 or as specifically required by law or by court order, 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 this Agreement, “Confidential Information” includes, without limitation:  client or customer lists, identities, contacts,
business and financial information (excluding those of Executive prior to
employment with Employer); 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, Executive.


 


(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, and for the
one-year period following the termination of Executive by either party for any
reason (including the expiration of the term of this Agreement), Executive will not, anywhere in the United
States, without the prior written consent of the Board which shall include the
unanimous consent of the Directors other than any other officer 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), engage, participate or assist, as an owner, partner, employee,
consultant, director, officer, trustee or agent, in any element of the
Business, subject, however, to Section 8(c) below; provided,
however, that this Section 8(b)(i) shall not apply after the Employment
Period if Executive terminates his employment on six months’ written notice
given within 30 days following (A) the termination of Marc Holliday’s
employment, under the terms of Mr. Holliday’s employment agreement (the
“Holliday Employment Agreement”), by the Employer without cause (but, for the
avoidance of doubt, not including a termination on account of death or
disability) or by Mr. Holliday for good reason (“cause” and “good reason” as
used in this clause (A) being as defined under the Holliday Employment
Agreement), or (B) such time as Mr. Holliday remains employed by the Employer,
but not as Chief Executive Officer or co-Chief Executive Officer or in a
substantially similar chief executive position; and


 


11

















 


(ii)                                  during
the Employment Period, and during (x) the two-year period following the termination
of Executive by either party for any reason (including the expiration of the
term of the Agreement) in the case of clause (A) below, or (y) the one-year
period following such termination in the case of clause (B) below, Executive
will not, without the prior written consent of the Board 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), (A)
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, or
(B) engage in any activity intentionally to interfere with, disrupt or damage
the Business of the Employer, or its relationships with any client, supplier or
other business relationship of the Employer. 
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.


 


(c)                                  Other
Investments.  Notwithstanding
anything contained herein to the contrary, Executive is not prohibited by this
Section 8 from making investments (i) expressly disclosed to the Employer
in writing before the date hereof; (ii) solely for investment purposes and
without participating in the business in which the investments are made, in any
entity that engages, directly or indirectly, in the acquisition, development,
construction, operation, management, financing or leasing of office real estate
properties, regardless of where they are located, if (x) Executive’s aggregate
investment in each such entity constitutes less than one percent of the equity
ownership of such entity, (y) the investment in the entity is in securities
traded on any national securities exchange or the National Association of
Securities Dealers, Inc. Automated Quotation System, and (z) Executive is not a
controlling person of, or a member of a group which controls, such entity; or
(iii) if (A) except with the prior written
consent of the Employer, he has less than a 25% interest in the investment in question,
(B) except with the prior written consent of the Employer, he does not have the
role of a general partner or managing member, or any similar role, (C) the
investment is not an appropriate investment opportunity for the Employer, and
(D) the investment activity is not directly competitive with the businesses of
the Employer.


 


(d)                                 Employer
Property.  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, 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 this Agreement.  When Executive terminates his employment
with the Employer, or upon request of the Employer at any time, 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.  For one year
following termination of Executive’s employment for any reason, Executive shall
not intentionally 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


 


12

















 


subsidiaries’
prospects for the future.  For one year
following termination of Executive’s employment for any reason, the Employer
shall not disclose or cause to be disclosed any negative, adverse or derogatory
comments or information about Executive. 
Nothing in this Section shall prohibit either the Employer or
Executive from testifying truthfully in any legal or administrative proceeding.


 


(f)                                    Remedies.  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 Executive breaches any of the promises contained in
this Section 8, 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 Executive’s prospective or continuing breach and to maintain the
status quo.  The existence of this right
to injunctive 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 9 hereof and the right to compensatory
and monetary damages.  Executive hereby
agrees to waive his right to a jury trial with respect to any action commenced
to enforce the terms of this Agreement. Executive
shall have remedies comparable to those of the Employer as set forth above in
this Section 8(f) if the Employer breaches Section 8(e).


 


(g)                                 Transition.  Regardless of the reason for his departure
from the Employer, Executive agrees that at the Employer’s sole costs and
expense, for a period of not more than 30 days after termination of Executive,
he shall take all steps reasonably requested by the Employer to effect a
successful transition of client and customer relationships to the person or
persons designated by the Employer, subject to Executive’s obligations to his
new employer.


 


(h)                                 Cooperation
with Respect to Litigation.  During
the Employment period and at all times thereafter, Executive agrees to give
prompt written notice to the Employer of any claim relating to the Employer and
to cooperate fully, in good faith and to the best of his ability with the
Employer in connection with any and all pending, potential or future claims,
investigations or actions which directly or indirectly relate to any action,
event or activity about which Executive may have knowledge in connection with
or as a result of his employment by the Employer hereunder.  Such cooperation will 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; provided,
however, that the Employer will reimburse Executive for all reasonable
expenses, including travel, lodging and meals, incurred by him in fulfilling
his obligations under this Section 8(h) and, except as may be required by
law or by court order, should Executive then be employed by an entity other
than the Employer, such cooperation will not materially interfere with
Executive’s then current employment.


 


(i)                                     Survival.  The provisions of this Section 8 shall
survive termination of Executive’s employment any other provisions relating to
the enforcement thereof.


 


13

















 


9.                                       Arbitration.  Any controversy or claim arising out of or
relating to this Agreement or the breach of this Agreement (other than a
controversy or claim arising under Section 8, to the extent necessary for
the Employer (or its affiliates, where applicable) to avail itself of the
rights and remedies referred to in Section 8(f)) that is not resolved by
Executive and the Employer (or its affiliates, where applicable) shall be
submitted to arbitration in New York, New York in accordance with New York law
and the procedures of the American Arbitration Association.  The determination of the arbitrator(s) shall
be conclusive and binding on the Employer (or its affiliates, where applicable)
and Executive and judgment may be entered on the arbitrator(s)’ award in any
court having jurisdiction.


 


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.                                 No
Duplication of Payments.  Executive
shall not be entitled to receive duplicate payments under any of the provisions
of this Agreement.


 


12.                                 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 Executive:


 


Andrew Mathias, at the address shown on the execution page hereof.


 


(b)                                 if
to the Employer:


 


SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170


Attn:  General Counsel


 


With a copy to:


 


Clifford
Chance US LLP


200
Park Avenue


New
York, New York  10166


Attention:  Robert E. King, Jr.


 


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


 


14

















 


13.                                 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.


 


14.                                 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 circumstances 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 hereof) or the application of such provision
to any other persons or circumstances.


 


15.                                 Withholding.  The Employer shall be entitled to withhold
from any payments or deemed payments any amount of tax withholding it
determines to be required by law.


 


16.                                 Successors
and Assigns.  This Agreement shall
be binding upon and inure to the benefit of both parties and their respective
successors and assigns, including any corporation with which or into which the
Employer may be merged or which may succeed to its assets or business,
provided, however, that the obligations of Executive are personal and shall not
be assigned by him.  This Agreement
shall inure to the benefit of and be enforceable by Executive’s personal and
legal representatives, executors, administrators, assigns, heirs, distributees,
devisees and legatees.


 


17.                                 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.


 


18.                                 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.


 


19.                                 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.


 


20.                                 Parachutes.  Notwithstanding any other provision of this
Agreement, if all or any portion of the payments and benefits provided under
this Agreement (including without limitation any accelerated vesting), or any
other payments and benefits which Executive receives or is entitled to receive
from the Employer or an affiliate, or any combination of the foregoing, would
constitute an excess “parachute payment” within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)
(whether or not under an existing plan, arrangement or other agreement) (each
such parachute payment, a “Parachute Payment”), and would result in the
imposition on Executive of an excise tax under Section 4999 of the Code or
any successor thereto, then, in addition to any other benefits to which
Executive is entitled under this Agreement, Executive shall be paid by the
Employer an amount in cash equal to the sum of the excise taxes payable by
Executive by reason of receiving Parachute Payments plus the amount necessary
to put Executive in the same after-tax position (taking into account any and
all applicable federal, state and local excise, income or other taxes at the
highest possible applicable rates on such Parachute Payments (including without
limitation any payments under this Section 20)) as if no excise taxes had
been imposed with respect to Parachute Payments (the “Parachute
Gross-up”).  The amount of any payment
under this Section 20 shall be computed by a certified public accounting
firm of national reputation reasonably selected by the Employer.  Executive and the Employer will provide the


 


15

















 


accounting firms with all
information which any accounting firm reasonably deems necessary in computing
the Parachute Gross-up to be made available to Executive.  In the event that the Internal Revenue
Service or a court, as applicable, finally and in a decision that has become
unappealable, determines that a greater or lesser amount of tax is due, then
the Employer shall within five business days thereafter shall pay the
additional amounts, or Executive within five business days after receiving a
refund shall pay over the amount refunded to the Employer, respectively;
provided that (i) Executive shall not initiate any proceeding or other contests
regarding these matters, other than at the direction of the Employer, and shall
provide notice to the Employer of any proceeding or other contest regarding
these matters initiated by the Internal Revenue Service, and (ii) the Employer
shall be entitled to direct and control all such proceeding and other contests,
if it commits to and does pay all costs (including without limitation legal and
other professional fees) associated therewith.


 


21.                                 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.


 


22.                                 Paragraph
Headings.  Section headings
used in this  Agreement are included for
convenience of reference only and will 
not affect the meaning of any provision of this agreement.


 


23.                                 Board
Approval.  Employer represents that
the Board has approved the economic terms of this Agreement.


 


IN WITNESS
WHEREOF, this Agreement is entered into as of the date and year first written
above, and is being executed on March 10, 2004.


 


	
   

  	
  SL GREEN REALTY
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Andrew Mathias

  
	
   

  
	
  [to be deleted
  from all public filings:]

  
	
   

  
	
   

  
	
   

  
	
   

  
					



 


16

















 


EXHIBIT A


 


SUMMARY OF STOCK OPTION TERMS


 


Plan:  SL Green Realty Corp. Amended 1997 Stock
Option and Incentive Plan (the “Plan”)


 


Number of Shares Subject
to Option:  75,000


 


Exercise Price:  $36.55


 


Vesting:  A portion of the options shall vest, if and
as employment continues, at the times and in the amounts as set forth below:


 


	
  January 1,
  2005

  	
   

  	
  10%

  
	
   

  	
   

  	
   

  
	
  January 1,
  2005

  	
   

  	
  20%

  
	
   

  	
   

  	
   

  
	
  January 1,
  2006

  	
   

  	
  30%

  
	
   

  	
   

  	
   

  
	
  January 1,
  2007

  	
   

  	
  40%

  



 


17

















 


EXHIBIT B


 


RESTRICTED STOCK AWARD 


 


1.          Plan:  SL Green Realty Corp. Amended 1997 Stock
Option and Incentive Plan (the “Plan”)


 


2.          Grant
Date:  January 1, 2004


 


3.          Total
Number of Shares:  52,500 – 35,000
shares issued as of January 1, 2004, in addition to 17,500 shares already
outstanding.


 


4.          Time-Based
Vesting:  17,500 new shares shall vest
if and as employment continues, at the times and in the amounts as set forth below:  


 


	
  January 1, 2005

  	
   

  	
  1,750 shares

  
	
  January 1, 2006

  	
   

  	
  3,500 shares

  
	
  January 1, 2007

  	
   

  	
  5,250 shares

  
	
  January 1, 2008

  	
   

  	
  7,000 shares

  



 


8,750
of the already outstanding shares shall vest if and as employment continues, at
the times and in the amounts as set forth below:


 


	
  January 1, 2005

  	
   

  	
  2,188 shares

  
	
  January 1, 2006

  	
   

  	
  3,281 shares

  
	
  January 1, 2007

  	
   

  	
  3,281 shares

  



 


5.         Performance
Vesting:  In addition, 17,500 new shares
shall vest (subject to clauses (i) and (ii) below) if and as employment
continues, at the times and in the amounts as set forth below:


 


	
  January 1, 2005

  	
   

  	
  1,750 shares

  
	
  January 1, 2006

  	
   

  	
  3,500 shares

  
	
  January 1, 2007

  	
   

  	
  5,250 shares

  
	
  January 1, 2008

  	
   

  	
  7,000 shares

  



 


8,750
of the already outstanding shares shall vest (subject to clauses (i) and (ii)
below) if and as employment continues, at the times and in the amounts as set
forth below:


 


	
  January 1, 2005

  	
   

  	
  2,188 shares

  
	
  January 1, 2006

  	
   

  	
  3,281 shares

  
	
  January 1, 2007

  	
   

  	
  3,281 shares

  



 


With
respect to the 26,250 shares subject to this Paragraph 5, such amounts are
subject to the achievement of certain annual criteria set forth below:


 


(i)                                     Such
shares shall vest in an applicable year if the Company achieves either (A) a 7%
increase in funds from operations on a per-share basis or (B) a 10% total


 


18

















 


return to shareholders (including all dividends and stock appreciation)
on each share of the Company’s Common Stock, during the last fiscal year
completed before the applicable Vesting Date.


 


(ii)                                  If
the performance criteria set forth in paragraph (i) above are not achieved in
the fiscal year immediately preceding the applicable Vesting Date, the shares
that did not vest in such year may still vest upon the satisfaction of the
performance criteria on a cumulative basis beginning with the 2003 fiscal year
and ending with the then-current fiscal year. 
If the cumulative performance measures are satisfied, then any shares
that failed to vest during such prior year shall vest as of the applicable
Vesting Date.


 


Notwithstanding the foregoing, if the performance
criteria set forth in paragraph (i) above for a particular year are not met,
but the Company’s total return to shareholders is in the top one-third of its
peer group companies (as to be determined for such year by the committee
administering the Plan in its sole discretion) during the last fiscal year
completed immediately prior to the applicable Vesting Date, then the shares
that otherwise would have vested on such Vesting Date shall vest.


 


19