Exhibit 10.1


 


SL GREEN REALTY CORP.

2010 NOTIONAL UNIT LONG-TERM COMPENSATION PLAN


AWARD AGREEMENT


 


Name of Grantee: 
                                          
(“Grantee”)

No. of LTIP Units: 
                                                

No. of Notional Units: 
                                            

Participation Percentage: 
        %

Grant Date: 
                            ,
2010


 


RECITALS


 


A.                                    The Grantee is an employee of SL Green Realty Corp. (“SL Green”
or the “Company”) and its subsidiary SL Green Operating Partnership,
L.P., through which SL Green conducts substantially all of its operations (the “Partnership”).


 


B.                                    The Company has
adopted the 2010 Notional Unit Long-Term Compensation Plan (the “Outperformance
Plan”) to provide the Company’s Senior Officers with incentive
compensation.  The Outperformance Plan
was adopted effective as of December 9, 2009 by the Compensation Committee
(the “Committee”) of the Board of Directors of SL Green (the “Board”)
pursuant to authority delegated to it by the Board as set forth in the
Committee’s charter, including authority to make grants of equity interests in
the Partnership which may, under certain circumstances, become exchangeable for
shares of SL Green common stock reserved for issuance under the SL Green Realty
Corp. Amended and Restated 2005 Stock Option and Incentive Plan (as amended,
modified or supplemented from time to time, the “Option Plan”).  This award agreement (this “Agreement”)
evidences an award to the Grantee under the Outperformance Plan (the “Award”),
which is subject to the terms and conditions set forth herein.


 


C.                                    The Grantee was
selected by the Committee to receive the Award and, effective as of
                            ,
2010, the Company caused the Partnership to issue to the Grantee the number of
LTIP Units (as defined herein) set forth above.


 


NOW, THEREFORE, the Company,
the Partnership and the Grantee agree as follows:


 


1.                                      Administration.  The Outperformance Plan and all awards
thereunder, including this Award, shall be administered by the Committee, which
in the administration of the Outperformance Plan shall have all the powers and
authority it has in the administration of the Option Plan as set forth in the
Option Plan.


 


2.                                      Definitions.  Capitalized terms used herein without
definitions shall have the meanings given to those terms in the Option Plan. In
addition, as used herein:


 

















 


“Award
LTIP Units” has the meaning set forth in Section 3 hereof.


 


“Change of Control” means:


 


(a)                                 any “person,” including a “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), together with all “affiliates” and “associates” (as such terms are
defined in Rule 12b-2 under the Exchange Act) of such person, becoming the
“beneficial owner” (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of either (1) the combined voting power of the
Company’s then outstanding securities having the right to vote in an election
of the Board (“Voting Securities”) or (2) the then outstanding
shares of all classes of stock of the Company (in either such case other than
as a result of the acquisition of securities directly from the Company); or


 


(b)                                 the members of the Board at
the beginning of any consecutive 24-calendar-month period commencing on or
after the initial effective date of the Outperformance Plan (the “Incumbent
Directors”) ceasing for any reason including without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board; provided that any person becoming
a director of the Company whose election or nomination 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, for purposes hereof, be considered an Incumbent Director; or


 


(c)                                  the shareholders of the
Company approving (1) any consolidation or merger of the Company or any
subsidiary that would result in the Voting Securities of the Company
outstanding immediately prior to such merger or consolidation representing
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) less than 50% of the total voting power of the voting
securities of the surviving entity outstanding immediately after such merger or
consolidation or ceasing to have the power to elect at least a majority of the
board of directors or other governing body of such surviving entity, (2) any
sale, lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company or (3) any plan or proposal
for the liquidation or dissolution of the Company.


 


Notwithstanding the
foregoing clause (a), an event described in clause (a) shall not
be a Change of Control if such event occurs solely as the result of an
acquisition of securities by the Company which, by reducing the number of
shares of stock or other Voting Securities outstanding, increases (x) the
proportionate number of shares of stock of the Company beneficially owned by
any “person” (as defined above) 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” (as defined above) to 25%
or more of the combined voting power of all then outstanding Voting Securities;
provided, however, that if any “person” referred to in clause (x) or (y) of
this sentence shall thereafter become the beneficial owner of any additional
stock of the Company or other Voting Securities (other than pursuant to a share
split, stock dividend, or 


 


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similar transaction), then a
Change of Control shall be deemed to have occurred for purposes of the
foregoing clause (a).


 


“Class A Units” has the meaning given to
that term in the Partnership Agreement.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Common Stock” means SL Green’s Common Stock,
par value $.01 per share, either currently existing or authorized hereafter.


 


“Common Stock Price” means, as of a
particular date, the average of the Fair Market Value of one share of the Common
Stock for the forty-five (45) trading days ending on, and including, such date
(or, if such date is not a trading day, the most recent trading day immediately
preceding such date); provided that if such date is the date upon which a
Transactional Change of Control occurs, the Common Stock Price as of such date
shall be equal to the fair market value in cash, as determined by the
Committee, of the total consideration paid or payable in the transaction
resulting in the Transactional Change of Control for one share of Common Stock.


 


“Conversion Factor” has the meaning given to
that term in the Partnership Agreement.


 


“Disability” means, unless otherwise provided
in any Employment Agreement, a disability which renders the Grantee incapable
of performing all of his or her material duties for a period of at least 150
consecutive or non-consecutive days during any consecutive twelve-month period.


 


“Effective Date” means December 1, 2009.


 


“Effective Date Common Stock Price” means
$42.37.


 


“Employment Agreement” means, as of a
particular date, the Grantee’s employment agreement with the Company in effect
as of that date.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Fair Market Value” of the Common Stock as of
a particular date means (a) if shares of Common Stock are then listed on a
national stock exchange, the closing sales price per share on the principal
national stock exchange on which shares of Common Stock are listed on such date
(or, if such date is not a trading date on which there was a sale of such
shares on such exchange, the last preceding date on which there was a sale of
shares of Common Stock on such exchange), (b) if shares of Common Stock
are not then listed on a national stock exchange but are then traded on an
over-the-counter market, the average of the closing bid and asked prices for
the shares of Common Stock in the principal over-the-counter market on which
such shares are traded on such date (or, if such date is not a trading date on
which there was a sale of such shares on such market, for the last preceding
date on which there was a sale of such shares in such market), or (c) if
shares of Common Stock are not then listed on a 


 


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national stock exchange or
traded on an over-the-counter market, such value as the Committee in its
discretion may in good faith determine; provided that, where shares of Common
Stock are so listed or traded, the Committee may make such discretionary
determinations where the shares of such stock have not been traded for 10
trading days.


 


“Family Member”, of a Grantee, means the
Grantee’s child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Grantee’s household (other than
a tenant of the Grantee), a trust in which these persons (or the Grantee) own
more than 50 percent of the beneficial interest, a foundation in which these
persons (or the Grantee) control the management of assets, and any other entity
in which these persons (or the Grantee) own more than 50 percent of the voting
interests.


 


“LTIP Units” means Partnership Units, as such
term is defined in the Partnership Agreement, issued pursuant to Award
Agreements as profits interests under the Outperformance Plan having the
rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption set forth herein and in
the Partnership Agreement.


 


“Maximum Stock Price Appreciation” means
Stock Price Appreciation equal to or in excess of 50%.


 


“Maximum Award Amount” means $75,000,000.


 


“Measurement Date” means November 30,
2012.


 


“Minimum Stock Price Appreciation” means
Stock Price Appreciation equal to 25%.


 


“Notional Unit Conversion Ratio” means (a) in
the event the Stock Price Appreciation is less than the Minimum Stock Price
Appreciation, zero, (b) in the event the Stock Price Appreciation equals
the Minimum Stock Price Appreciation, 0.84, (c) in the event the Stock
Price Appreciation is equal to or greater than the Maximum Stock Price
Appreciation, 3.50, and (d) in the event the Stock Price Appreciation is
greater than the Minimum Stock Price Appreciation and less than the Maximum
Stock Price Appreciation, the Notional Unit Conversion Ratio will be pro-rated
between 0.84 and 3.50 by linear interpolation (e.g., the Notional Unit
Conversation Ratio will increase by 0.1064 for each percentage point by which
the Stock Price Appreciation exceeds the Minimum Stock Price Appreciation up to
the Maximum Stock Price Appreciation).  If the Valuation Date in connection with which the
Notional Unit Conversion Ratio is being calculated occurs as a result of a
Change of Control prior to December 1, 2010, then the Notional Unit
Conversion Ratio will be the greater of (a) the number calculated pursuant
to the preceding sentence or (b) the number that it would have been if (1) the
Notional Unit Conversion Ratio was calculated pursuant to the preceding
sentence using amounts for the Minimum Stock Price Appreciation and Maximum
Stock Price Appreciation that were pro rated based on the number of days
from the Effective Date to and including the Valuation Date divided by the
total number of days from the Effective Date to and including the Measurement
Date and 


 


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(2) the Notional Unit Conversion Ratio calculated
pursuant to clause (1) was then pro rated on the same basis as the Minimum
Stock Price Appreciation and Maximum Stock Price Appreciation.


 


“Participation Percentage” means, as of the
Valuation Date, the Grantee’s share of all awards under the Outperformance Plan
as set forth above the recitals in this Agreement.


 


“Partnership Agreement” means the First
Amended and Restated Agreement of Limited Partnership of the Partnership dated
as of August 20, 1997 among the Company and the limited partners party
thereto, as amended from time to time.


 


“Stock Price Appreciation” means the
percentage appreciation in the Common Stock Price from the Effective Date to
the Valuation Date, determined by dividing (a) the difference obtained by
subtracting (1) the Effective Date Common Stock Price from (2) the
highest Common Stock Price where each of the days included in the 45-day period
used to calculate such Common Stock Price is within 120 days of the Valuation
Date by (b) the Common Stock Price on the Effective Date, provided that,
in the event the total dividends per share of Common Stock with an ex-dividend
date occurring after the Effective Date and on or prior to the Valuation Date
are greater than $1.20 per share (i.e., $0.10 per share per quarter), then the
amount in clause (a) above shall be increased by the excess above such
amount per share, and provided further that, in the event the total dividends
per share of Common Stock with an ex-dividend date occurring after the
Effective Date and on or prior to the Valuation Date are less than $1.20 per
share (i.e., $0.10 per share per quarter), then the amount in clause (a) above
shall decreased by the deficiency below such amount per share.  In the event that Stock Price Appreciation is
measured for a period ending prior to the Measurement Date, then the adjustment
to clause (a) due to the prior sentence on the account of the dividends
per share shall be based on a pro rata portion of $1.20 based on the number of
days from the Effective Date to and including the end of such period divided by
the total number of days from the Effective Date to and including the
Measurement Date.  Additionally, as set forth in,
and pursuant to, Section 8 hereof, appropriate adjustments to the
Stock Price Appreciation shall be made to take into account all stock
dividends, stock splits, reverse stock splits and the other events set forth in
Section 8 hereof that occur prior to the Valuation Date.  Notwithstanding the foregoing, if the
Valuation Date as of which the Stock Price Appreciation is being calculated is
the date upon which a Change of Control occurs and is on or after December 1,
2010, then the Stock Price Appreciation shall be increased to equal (a) the
amount of the Stock Price Appreciation calculated in accordance with the
foregoing multiplied by (b) the lesser of (i) 200% or (ii) the
sum of 100% plus a fraction the numerator of which is 36 less the number of
whole calendar months that have elapsed since the Effective Date and the
denominator of which is the number of whole calendar months that have elapsed
since the Effective Date.


 


“Transactional Change of Control” means (a) a
Change of Control described in clause (a) of the definition thereof where
the “person” or “group” makes a tender offer for Common Stock, or (b) a
Change of Control described in clauses (c)(1) or (2) of the
definition thereof.


 


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“Units” means all Class A Units, Class B
Units (as defined in the Partnership Agreement) and other Partnership Units (as
defined in the Partnership Agreement) with economic attributes substantially
similar to Class A Units or Class B Units as determined by the
Committee, outstanding or issuable upon the conversion, exercise, exchange or
redemption of any securities of any kind convertible, exercisable, exchangeable
or redeemable for Class A Units, Class B Units or such other
Partnership Units (other than LTIP Units issued under the Outperformance Plan
or LTIP Units issued under any similar outperformance program prior to the
determination of any performance based vesting hurdles with respect thereto).


 


“Valuation
Date” means the earlier of (a) the Measurement Date and (b) the
date upon which a Change of Control shall occur.


 


3.                                      Outperformance Award.


 


(a)                                 The Grantee is
hereby granted an Award consisting of the number of LTIP Units set forth above
(“Award LTIP Units”), which (1) will be subject to forfeiture or
increase to the extent provided in this Section 3 as set forth
below and (2) will be subject to vesting as provided in Section 4
hereof.  In the event that the number of
Award LTIP Units granted under this Agreement is less than the number of Notional Units awarded to Grantee
pursuant to this Award multiplied by the maximum Notional Unit Conversion Ratio
(the “Maximum LTIP Unit Award”) and the number of shares of
Common Stock available for issuance pursuant to the Option Plan is increased
after the date hereof and prior to the Valuation Date, then the Company and the
Partnership will grant the Grantee an additional number of LTIP Units equal to
the lesser of (1) the difference obtained by subtracting (A) the
number of Award LTIP Units granted hereunder from (B) the Maximum LTIP
Unit Award and (2) the total number of additional shares of Common Stock
available for issuance pursuant to awards such as this Award by which the
Option Plan is increased (divided by the Conversion Factor) multiplied by the
Grantee’s Participation Percentage.  If
any additional LTIP Units are to be granted pursuant to the preceding sentence,
then:  (1) the Company and the
Partnership shall take such corporate or partnership action as is necessary to
accomplish the grant of such additional LTIP Units, (2) the Grantee shall
execute and deliver in connection with such grant such documents, comparable to
the documents executed and delivered in connection with this Agreement, as the
Company and/or the Partnership reasonably request in order to comply with all
applicable legal requirements, including, without limitation, federal and state
securities laws and (3) thereafter the term Award LTIP Units will refer
collectively to the Award LTIP Units prior to such additional grant plus such
additional LTIP Units.


 


(b)                                 In the event
the Maximum Stock Price Appreciation would have been achieved on each day of a
period of 45 consecutive days ending on or after the first (1st) anniversary of the
Effective Date but prior to the second (2nd) anniversary of the Effective Date (assuming that
each such day had been the Valuation Date), then, as of the last day of the
first such period that occurs, the Grantee shall earn a number of Award LTIP
Units equal to (1) one-third (1/3) of the Maximum Award Amount multiplied by the Grantee’s
Participation Percentage divided by (2) the Common Stock Price as of such date multiplied by
the Conversion Factor.


 


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(c)                                  In the event
the Maximum Stock Price Appreciation would have been achieved on each day of a
period of 45 consecutive days ending on or after the second (2nd) anniversary of the
Effective Date but prior to the third (3rd) anniversary of the Effective Date (assuming that
each such day had been the Valuation Date), then, as of the last day of the
first such period that occurs, the Grantee shall earn a number of Award LTIP
Units equal to (1) two-thirds (2/3) of the Maximum Award Amount (or an additional one-third
(1/3) of the Maximum Award Amount if Award LTIP Units were already earned
pursuant to Section 3(b) hereof) multiplied by the Grantee’s
Participation Percentage divided by (2) the Common Stock Price as of such date multiplied by
the Conversion Factor.


 


(d)                                 As of the Valuation Date, if the Stock
Price Appreciation is equal to or greater than the Minimum Stock Price
Appreciation, then the Grantee shall earn a number of LTIP Units equal to the
number of Notional Units awarded to Grantee pursuant to this Award multiplied
by the Notional Unit Conversion Ratio, less the number of Award LTIP Units
previously earned by the Grantee, if any, pursuant to Sections 3(b) and
3(c) hereof; provided that the number of LTIP Units earned pursuant
to this Section 3(d) may not exceed the greater of (1) the
quotient obtained by dividing (A) the Maximum Award Amount (less one-third
(1/3) of such amount if LTIP Units were earned pursuant to Section 3(b) hereof
or two-thirds (2/3) of such amount if LTIP Units were earned pursuant to Section 3(c) hereof)
multiplied by the Grantee’s Participation Percentage by (B) the Common
Stock Price as of the Valuation Date multiplied by the Conversion Factor on the
Valuation Date or (2) the sum obtained by subtracting the number of Award
LTIP Units previously earned pursuant to Sections 3(b) and 3(c) hereof
from the quotient obtained by dividing (A) the Maximum Award Amount
multiplied by the Grantee’s Participation Percentage by (B) the Common
Stock Price as of the Valuation Date multiplied by the Conversion Factor on the
Valuation Date.  Any Award LTIP
Units that are not earned as of Valuation Date will be automatically and
immediately forfeited as of that date and thereafter the term Award LTIP Units
will refer only to the remaining Award LTIP Units that were not forfeited.


 


(e)                                  Notwithstanding
the foregoing, the total number of Award LTIP Units earned pursuant to this Section 3
may not exceed the total number of Award LTIP Units granted hereunder (plus any
additional Award LTIP Units granted pursuant to the second sentence of Section 3(a) hereof). 
For the avoidance of doubt, any Award LTIP Units earned
pursuant to this Section 3 will remain subject to vesting as
provided in Section 4 hereof.


 


4.                                      Termination of
Grantee’s Employment; Vesting; Change of Control.


 


(a)                                 Subject to the
provisions set forth below, the Award LTIP Units that have not previously been
forfeited shall become vested as follows: (1) one-half (1/2) of the Award
LTIP Units shall become vested on January 1, 2013; and (2) an additional
one-quarter (1/4) of the Award LTIP Units shall become vested on each of January 1,
2014 and 2015.  Except as provided in Section 4(b) hereof,
if at any time the Grantee shall cease to be an employee of the Company for any
reason, then all Award LTIP Units that remain unvested at such time (after 


 


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giving effect to any acceleration of vesting that
occurs in connection with the Grantee ceasing to be an employee) shall
automatically and immediately be forfeited by the Grantee.


 


(b)                                 If at any time
the Grantee shall cease to be an employee of the Company due to (1) a
termination without Cause (as defined in the Employment Agreement) by the
Company, or (2) a termination with Good Reason (as defined in the Employment
Agreement), the Grantee shall be treated for all purposes of this Agreement
(including, without limitation, the provisions of this Agreement relating to
the vesting of the Award LTIP Units) as if he had remained as an employee of
the Company for (and ceased to be an employee of the Company as of the date
that is) 12 months after the date of termination.


 


(c)                                  If, prior to
the Valuation Date, the Grantee shall cease to be an employee of the Company as
a result of his death or Disability, then (1) with respect to the Grantee
the calculations provided in Section 3 hereof shall be performed
with respect to this Award immediately as if a Change of Control had occurred
(with respect to the Grantee only) on the date of his death or Disability and (2) all
of the Award LTIP Units comprising this Award (after giving effect to any
forfeiture of Award LTIP Units pursuant to Section 3 hereof) shall
automatically and immediately vest.  If,
on or after the Valuation Date, the Grantee shall cease to be an employee of the
Company as a result of his death or Disability, then all of the Grantee’s Award
LTIP Units shall automatically and immediately vest.


 


(d)                                 Upon the
occurrence of a Change of Control, all unvested Award LTIP Units that have not
previously been forfeited (after giving effect to any forfeiture of Award LTIP
Units pursuant to Section 3 hereof occurring in connection with
such Change of Control) shall vest immediately.


 


5.                                      Payments by Award
Recipients.  No amount
shall be payable to the Company or the Partnership by the Grantee at any time
in respect of this Award.


 


6.                                      Distributions.  The holder of the Award LTIP Units shall be
entitled to receive distributions with respect to such Award LTIP Units to the
extent provided for in the Partnership Agreement; provided, that the
Distribution Participation Date (as defined in the Partnership Agreement) with
respect to any Award LTIP Unit shall be the date as of which such Award LTIP
Unit is earned pursuant to Section 3 hereof.  In addition, on the date on which any Award
LTIP Unit is earned, the Partnership will pay the Grantee, for each Award LTIP
Unit earned, an amount in cash equal to the quotient of (1) the per share
amount of all dividends declared with respect to the Common Stock with a record
date on or after the Effective Date and before the date on which such Award
LTIP Unit is earned (other than those with respect to which an adjustment was
made pursuant to Section 8 hereof) divided by (2) the
Conversion Factor.


 


7.                                      Restrictions on Transfer.  None of the Award LTIP Units shall be sold,
assigned, transferred, pledged, hypothecated, given away or in any other manner
disposed of, encumbered, whether voluntarily or by operation of law (each such
action a “Transfer”), or redeemed in accordance with the Partnership Agreement
(a) prior to vesting, (b) for a period of two (2) years
beginning on the date of grant of such Award LTIP Units other than in
connection with a Change 


 


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of Control, or (c) unless such Transfer is in
compliance with all applicable securities laws (including, without limitation,
the Securities Act of 1933, as amended (the “Securities Act”)), and such
Transfer is in accordance with the applicable terms and conditions of the
Partnership Agreement; provided that, upon the approval of, and subject to the
terms and conditions specified by, the Committee, unvested Award LTIP Units
that have been held for a period of at least two (2) years beginning on
the date of grant specified above may be Transferred to the Grantee’s Family
Members, provided that the transferee agrees in writing with the Company and
the Partnership to be bound by all of the terms and conditions of this
Agreement.  In connection with any
Transfer of Award LTIP Units, the Partnership may require the Grantee to
provide an opinion of counsel, satisfactory to the Partnership, that such
Transfer is in compliance with all federal and state securities laws
(including, without limitation, the Securities Act).  Any attempted Transfer of Award LTIP Units
not in accordance with the terms and conditions of this Section 7
shall be null and void, and the Partnership shall not reflect on its records
any change in record ownership of any LTIP Units as a result of any such
Transfer, shall otherwise refuse to recognize any such Transfer and shall not
in any way give effect to any such Transfer of any LTIP Units.  This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.


 


8.                                      Changes in Capital Structure.  If (1) the Company shall at any time be
involved in a merger, consolidation, dissolution, liquidation, reorganization,
exchange of shares, sale of all or substantially all of the assets or stock of
the Company or a transaction similar thereto, (2) any stock dividend,
stock split, reverse stock split, stock combination, reclassification,
recapitalization, significant repurchases of stock or other similar change in
the capital structure of the Company, or any distribution to holders of Common
Stock other than regular cash dividends, shall occur or (3) any other
event shall occur which in the judgment of the Committee necessitates action by
way of adjusting the terms of the Award, then the Committee shall take such
action as in its discretion shall be necessary to maintain the Grantee’s rights
hereunder so that they are substantially proportionate to the rights existing
under this Agreement prior to such event, including, without limitation,
adjustments in Award LTIP Units, Common Stock Price, Stock Price Appreciation
and payments to be made pursuant to Section 6 hereof.


 


9.                                      Miscellaneous.


 


(a)                                 Amendments.  This Agreement may be amended or modified
only with the consent of the Partnership acting through the Committee; provided
that any such amendment or modification adversely affecting the rights of the
Grantee hereunder must be consented to by the Grantee to be effective as
against him.


 


(b)                                 Incorporation
of Option Plan.  The provisions
of the Option Plan are hereby incorporated by reference as if set forth
herein.  If and to the extent that any
provision contained in this Agreement is inconsistent with the Option Plan,
this Agreement shall govern.


 


(c)                                  Effectiveness.  The Grantee shall be admitted as a partner of
the Partnership with beneficial ownership of the Award LTIP Units as of the
grant date set forth 


 


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above by (1) signing and delivering to the
Partnership a copy of this Agreement, and (2) signing, as a Limited
Partner, and delivering to the Partnership a counterpart signature page to
the Partnership Agreement (attached hereto as Exhibit A).  The Partnership Agreement shall be amended to
reflect the issuance to the Grantee of the Award LTIP Units, whereupon the
Grantee shall have all the rights of a Limited Partner of the Partnership with
respect to the number of LTIP Units specified above, as set forth in the
Partnership Agreement, subject, however, to the restrictions and conditions
specified herein and in the Partnership Agreement.


 


(d)                                 Status of LTIP
Units under the Option Plan.  The Award LTIP Units are being granted as
equity securities under the Option Plan. 
The Company will have the right, as set forth in the Partnership Agreement,
to issue shares of Common Stock in exchange for Class A Units into which
such Award LTIP Units may have been converted pursuant to the Partnership
Agreement, subject to certain limitations set forth in the Partnership
Agreement, and such shares of Common Stock will be issued under the Option
Plan.  The Grantee must be eligible to
receive the Award LTIP Units in compliance with applicable federal and state
securities laws and to that effect is required to complete, execute and deliver
certain covenants, representations and warranties (attached as Exhibit B).


 


(e)                                  Legend.   The records of the Partnership evidencing
the Award LTIP Units shall bear an appropriate legend, as determined by the
Partnership in its sole discretion, to the effect that such LTIP Units are
subject to restrictions as set forth herein and in the Partnership Agreement.


 


(f)                                   Compliance With
Law.  The Partnership and the
Grantee will make reasonable efforts to comply with all applicable securities
laws.  In addition, notwithstanding any
provision of this Agreement to the contrary, no LTIP Units will become vested
or be paid at a time that such vesting or payment would result in a violation
of any such law.


 


(g)                                  Investment
Representation; Registration.  The Grantee hereby makes the covenants,
representations and warranties and set forth on Exhibit B attached
hereto.  All of such covenants,
warranties and representations shall survive the execution and delivery of this
Agreement by the Grantee.  The
Partnership will have no obligation to register under the Securities Act any
LTIP Units or any other securities issued pursuant to this Agreement or upon
conversion or exchange of LTIP Units.


 


(h)                                 Section 83(b) Election.  The Grantee hereby agrees to make an election
to include in gross income in the year of transfer the Award LTIP Units
pursuant to Section 83(b) of the Code substantially in the form
attached hereto as Exhibit C and to supply the necessary
information in accordance with the regulations promulgated thereunder.


 


(i)                                     Severability.  In the event that one or more of the
provisions of this Agreement may be invalidated for any reason by a court, any
provision so invalidated will be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be
valid and fully enforceable.


 


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(j)                                    Governing Law.  This Agreement is made under, and will be
construed in accordance with, the laws of the State of New York, without giving
effect to the principle of conflict of laws of such State.


 


(k)                                 No Obligation
to Continue Position as an Officer or to Employ.  Neither the Company nor any affiliate is
obligated by or as a result of this Agreement to continue to have the Grantee
as an officer or to employ the Grantee and this Agreement shall not interfere
in any way with the right of the Company or any affiliate to terminate the
Grantee as an officer or employee at any time.


 


(l)                                     Notices.  Notices hereunder shall be mailed or
delivered to the Partnership at its principal place of business and shall be
mailed or delivered to the Grantee at the address on file with the Partnership
or, in either case, at such other address as one party may subsequently furnish
to the other party in writing.


 


(m)                             Withholding and
Taxes.  No later than the date as of
which an amount first becomes includible in the gross income of the Grantee for
income tax purposes or subject to the Federal Insurance Contributions Act
withholding with respect to the Award, the Grantee will pay to the Company or,
if appropriate, any of its affiliates, or make arrangements satisfactory to the
Committee regarding the payment of, any United States federal, state or local
or foreign taxes of any kind required by law to be withheld with respect to
such amount.  The obligations of the
Company under this Agreement will be conditional on such payment or
arrangements, and the Company and its affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the Grantee.


 


(n)                                 Successors and
Assigns.  This Agreement shall be
binding upon the Partnership’s successors and assigns, whether or not this
Agreement is expressly assumed.


 


(o)                                 Employment
Agreement.  Except as specifically provided otherwise
in this Agreement, any provisions in the Employment Agreement relating to
accelerated vesting or that would otherwise modify the vesting provisions set
forth herein in connection with a termination of employment, a Change of
Control or in any other circumstance shall not apply to this Agreement or the
Award LTIP Units granted hereunder, and the specific terms of this Agreement
shall supersede such provisions.


 


[signature
page follows]


 


11

















 


IN WITNESS WHEREOF, the
undersigned have caused this Award Agreement to be executed as of the
     day of
              
, 2010.


 


 


	
   

  	
  SL
  GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Marc Holliday

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SL
  GREEN OPERATING PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  SL Green Realty Corp., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Marc Holliday

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Grantee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


12
















 


EXHIBIT
A


 


FORM OF
LIMITED PARTNER SIGNATURE PAGE


 


The Grantee, desiring to become one of the
within named Limited Partners of SL Green Operating Partnership, L.P., hereby
accepts all of the terms and conditions of (including, without limitation, the
provisions of Section 15.11 titled “Power of Attorney”), and becomes a
party to, the First Amended and Restated Agreement of Limited Partnership,
dated as of August 20, 1997, of SL Green Operating Partnership, L.P., as
amended through the date hereof (the “Partnership Agreement”).  The Grantee agrees that this signature page may
be attached to any counterpart of the Partnership Agreement.


 


 


	
   

  	
  Signature
  Line for Limited Partner:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Date:
                              ,
  2010

  
	
   

  	
   

  
	
   

  	
  Address of Limited Partner:

  



 


 


 

















 


EXHIBIT
B


 


GRANTEE’S
COVENANTS, REPRESENTATIONS AND WARRANTIES


 


The Grantee hereby represents, warrants and
covenants as follows:


 


(a)                                  The Grantee has
received and had an opportunity to review the following documents (the “Background
Documents”):


 


(i)                                     The Company’s latest Annual
Report to Stockholders;


 


(ii)                                  The Company’s Proxy
Statement for its most recent Annual Meeting of Stockholders;


 


(iii)                               The Company’s Report on Form 10-K
for the fiscal year most recently ended;


 


(iv)                              The Company’s Form 10-Q
for the most recently ended quarter filed by the Company with the Securities
and Exchange Commission since the filing of the Form 10-K described in
clause (iii) above;


 


(v)                                 Each of the Company’s
Current Report(s) on Form 8-K, if any, filed since the end of the
fiscal year most recently ended for which a Form 10-K has been filed by
the Company;


 


(vi)                              The Partnership Agreement;


 


(vii)                           The Option Plan; and


 


(viii)                        The Company’s Certificate of
Incorporation, as amended.


 


The
Grantee also acknowledges that any delivery of the Background Documents and
other information relating to the Company and the Partnership prior to the
determination by the Partnership of the suitability of the Grantee as a holder
of LTIP Units shall not constitute an offer of LTIP Units until such
determination of suitability shall be made.


 


(b)                                 The Grantee
hereby represents and warrants that


 


(i)                                     The Grantee either (A) is
an “accredited investor” as defined in Rule 501(a) under the
Securities Act of 1933, as amended (the “Securities Act”), or (B) by
reason of the business and financial experience of the Grantee, together with
the business and financial experience of those persons, if any, retained by the
Grantee to represent or advise him with respect to the grant to him of LTIP
Units, the potential conversion of LTIP Units into Class A Units of the
Partnership (“Common Units”) and the potential redemption of such Common
Units for shares of Common Stock (“REIT Shares”), has such knowledge,
sophistication and experience in financial and business matters and in making
investment decisions of this type that the Grantee (I) is capable of
evaluating the merits and risks of an investment in the Partnership and
potential investment in the Company and of making an informed investment
decision, (II) is 


 

















 


capable
of protecting his own interest or has engaged representatives or advisors to
assist him in protecting his interests, and (III) is capable of bearing
the economic risk of such investment.


 


(ii)                                  The Grantee understands that
(A) the Grantee is responsible for consulting his own tax advisors with
respect to the application of the U.S. federal income tax laws, and the tax
laws of any state, local or other taxing jurisdiction to which the Grantee is
or by reason of the award of LTIP Units may become subject, to his particular
situation; (B) the Grantee has not received or relied upon business or tax
advice from the Company, the Partnership or any of their respective employees,
agents, consultants or advisors, in their capacity as such; (C) the
Grantee provides services to the Partnership on a regular basis and in such
capacity has access to such information, and has such experience of and
involvement in the business and operations of the Partnership, as the Grantee
believes to be necessary and appropriate to make an informed decision to accept
this Award of LTIP Units; and (D) an investment in the Partnership and/or
the Company involves substantial risks. 
The Grantee has been given the opportunity to make a thorough
investigation of matters relevant to the LTIP Units and has been furnished
with, and has reviewed and understands, materials relating to the Partnership
and the Company and their respective activities (including, but not limited to,
the Background Documents).  The Grantee
has been afforded the opportunity to obtain any additional information
(including any exhibits to the Background Documents) deemed necessary by the
Grantee to verify the accuracy of information conveyed to the Grantee.  The Grantee confirms that all documents,
records, and books pertaining to his receipt of LTIP Units which were requested
by the Grantee have been made available or delivered to the Grantee.  The Grantee has had an opportunity to ask
questions of and receive answers from the Partnership and the Company, or from
a person or persons acting on their behalf, concerning the terms and conditions
of the LTIP Units. The Grantee has relied
upon, and is making its decision solely upon, the Background Documents and
other written information provided to the Grantee by the Partnership or the
Company.


 


(iii)                               The LTIP Units to be issued,
the Common Units issuable upon conversion of the LTIP Units and any REIT Shares
issued in connection with the redemption of any such Common Units will be
acquired for the account of the Grantee for investment only and not with a
current view to, or with any intention of, a distribution or resale thereof, in
whole or in part, or the grant of any participation therein, without prejudice,
however, to the Grantee’s right (subject to the terms of the LTIP Units, the
Option Plan and this Agreement) at all times to sell or otherwise dispose of
all or any part of his LTIP Units, Common Units or REIT Shares in compliance
with the Securities Act, and applicable state securities laws, and subject, nevertheless,
to the disposition of his assets being at all times within his control.


 


(iv)                              The Grantee acknowledges
that (A) neither the LTIP Units to be issued, nor the Common Units
issuable upon conversion of the LTIP Units, have been registered under the
Securities Act or state securities laws by reason of a specific exemption or
exemptions from registration under the Securities Act and applicable state
securities laws and, if such LTIP Units or Common Units are represented by
certificates, such certificates will bear a legend to such effect, (B) the
reliance by the Partnership and 


 

















 


the
Company on such exemptions is predicated in part on the accuracy and
completeness of the representations and warranties of the Grantee contained
herein, (C) such LTIP Units, or Common Units, therefore, cannot be resold
unless registered under the Securities Act and applicable state securities
laws, or unless an exemption from registration is available, (D) there is
no public market for such LTIP Units and Common Units and (E) neither the
Partnership nor the Company has any obligation or intention to register such
LTIP Units or the Common Units issuable upon conversion of the LTIP Units under
the Securities Act or any state securities laws or to take any action that
would make available any exemption from the registration requirements of such
laws, except, that, upon the redemption of the Common Units for REIT Shares,
the Company may issue such REIT Shares under the Option Plan and pursuant to a
Registration Statement on Form S-8 under the Securities Act, to the extent
that (I) the Grantee is eligible to receive such REIT Shares under the
Option Plan at the time of such issuance, (II) the Company has filed a Form S-8
Registration Statement with the Securities and Exchange Commission registering
the issuance of such REIT Shares and (III) such Form S-8 is effective
at the time of the issuance of such REIT Shares.  The Grantee hereby acknowledges that because
of the restrictions on transfer or assignment of such LTIP Units acquired
hereby and the Common Units issuable upon conversion of the LTIP Units which
are set forth in the Partnership Agreement or this Agreement, the Grantee may
have to bear the economic risk of his ownership of the LTIP Units acquired
hereby and the Common Units issuable upon conversion of the LTIP Units for an
indefinite period of time.


 


(v)                                 The Grantee has determined
that the LTIP Units are a suitable investment for the Grantee.


 


(vi)                              No representations or
warranties have been made to the Grantee by the Partnership or the Company, or
any officer, director, shareholder, agent, or affiliate of any of them, and the
Grantee has received no information relating to an investment in the
Partnership or the LTIP Units except the information specified in Paragraph (b) above.


 


(c)                                  So long as the
Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in
writing such information as may be reasonably requested with respect to
ownership of LTIP Units as the Partnership may deem reasonably necessary to
ascertain and to establish compliance with provisions of the Code, applicable
to the Partnership or to comply with requirements of any other appropriate
taxing authority.


 


(d)                                 The Grantee
hereby agrees to make an election under Section 83(b) of the Code with
respect to the LTIP Units awarded hereunder, and has delivered with this
Agreement a completed, executed copy of the election form attached hereto as Exhibit C.  The Grantee agrees to file the election (or
to permit the Partnership to file such election on the Grantee’s behalf) within
thirty (30) days after the award of the LTIP Units hereunder with the IRS
Service Center at which such Grantee files his personal income tax returns, and
to file a copy of such election with the Grantee’s U.S. federal income tax
return for the taxable year in which the LTIP Units are awarded to the Grantee.


 

















 


(e)                                  The address set
forth on the signature page of this Agreement is the address of the
Grantee’s principal residence, and the Grantee has no present intention of becoming
a resident of any country, state or jurisdiction other than the country and
state in which such residence is sited.


 

















 


EXHIBIT
C


 


ELECTION
TO INCLUDE IN GROSS INCOME IN YEAR OF


TRANSFER
OF PROPERTY PURSUANT TO SECTION 83(B)


OF THE
INTERNAL REVENUE CODE


 


The undersigned hereby makes an election
pursuant to Section 83(b) of the Internal Revenue Code with respect
to the property described below and supplies the following information in
accordance with the regulations promulgated thereunder:


 


1.                                       The name, address and
taxpayer identification number of the undersigned are:


 


	
  Name:

  	
   

  	
   (the “Taxpayer”)

  
	
   

  	
   

  	
   

  
	
  Address:

  
	
   

  
	
   

  
	
  Social Security
  No./Taxpayer Identification No.:

  



 


2.                                       Description of property with
respect to which the election is being made:


 


The
election is being made with respect to                         
LTIP Units in SL Green Operating Partnership, L.P. (the “Partnership”).


 


3.                                       The date on which the LTIP
Units were transferred is
                            ,
2010.  The taxable year to which this election
relates is calendar year 2010.


 


4.                                       Nature of restrictions to
which the LTIP Units are subject:


 


(a)                                  With limited exceptions,
until the LTIP Units vest, the Taxpayer may not transfer in any manner any
portion of the LTIP Units without the consent of the Partnership.


 


(b)                                 The Taxpayer’s LTIP Units
vest in accordance with the vesting provisions described in the Schedule
attached hereto.  Unvested LTIP Units are
forfeited in accordance with the vesting provisions described in the Schedule
attached hereto.


 


5.                                       The fair market value at
time of transfer (determined without regard to any restrictions other than
restrictions which by their terms will never lapse) of the LTIP Units with
respect to which this election is being made was $0 per LTIP Unit.


 


6.                                       The amount paid by the
Taxpayer for the LTIP Units was $0 per LTIP Unit.


 


7.                                       A copy of this
statement has been furnished to the Partnership and SL Green Realty Corp.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  



 

















 


SCHEDULE A


 


Vesting Provisions of LTIP Units


 


The
LTIP Units are subject to time-based and performance-based vesting with the
final vesting percentage equaling the product of the time-based vesting
percentage and the performance-based vesting percentage.  Performance-based vesting will be based on SL
Green Realty Corp.’s (the “Company’s”) stock price appreciation for the period
from December 1, 2009 to November 30, 2012 (or earlier in certain
circumstances).  Under the time-based
vesting hurdles, one-half of the LTIP Units will vest on January 1, 2013
and an additional one-quarter will vest on each of January 1, 2014 and
2015, provided that the Taxpayer remains an employee of the Company through
such dates, subject to acceleration in the event of certain extraordinary
transactions or termination of the Taxpayer’s status as an employee under
specified circumstances.  Unvested LTIP
Units are subject to forfeiture in the event of failure to vest based on the
passage of time or the determination of the performance-based percentage.