Exhibit 10.12


 


Execution Version


 


AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT


 


This
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is
made as of the 3rd day of September, 2010, to be effective January 1,
2011, 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 amends in its entirety
and completely restates that certain employment agreement between Executive and
the Employer dated as of January 1, 2004, as amended and restated on April 16,
2007 and as amended on December 17, 2008.


 


1.                                       Term.  The term of this Agreement shall commence on January 1,
2011 and, unless earlier terminated as provided in Section 6 below, shall
terminate on December 31, 2013 (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 shall automatically be extended for successive one-year
periods (each, a “Renewal Term”), unless either party gives the other party at
least six months’ written notice of non-renewal.  In addition, in the event that Executive has
given notice of non-renewal of the term of this Agreement, the Employer, at its
sole option and discretion, may nevertheless extend the Current Term or a
Renewal Term by ninety (90) days (the “Extension Period”), upon written notice
to Executive at least one hundred and twenty (120) days before the end of the
Current Term or such Renewal Term, as applicable.  The period of Executive’s employment
hereunder consisting of the Current Term, all Renewal Terms, if any, and the
Extension Period, 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 President and Chief
Investment Officer of the Employer. 
Executive will report to the Chief Executive Officer of the Employer.  Executive’s duties and authority shall be
those as would normally attach to Executive’s position as President and Chief
Investment Officer, including such duties and responsibilities as are customary
among persons employed in similar capacities for similar companies, and as set
forth in the By-laws of the Employer and as otherwise established from time to
time by the Board of Directors of the Employer (the “Board”) and the Chief
Executive Officer of the Employer, but in all events such duties shall be
commensurate with his position as President and Chief Investment Officer 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
organizations or otherwise engaging in charitable, fraternal or trade group
activities; (ii) investing and
managing his assets as an investor in other entities or business ventures;
provided that he performs no management or similar role (or, in the case of
investments other than those in entities or business ventures engaged in
the Business (as defined in Section 8),
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 New York City or Westchester County, or within 50 miles of Manhattan
but not in New Jersey or Long Island.


 


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


 


(a)                                  Base Salary.  The Employer shall pay Executive an aggregate
minimum annual salary at the rate of $750,000 per annum retroactive to January 1,
2010 through the end of the Employment Period (“Base Salary”).  Base Salary shall be payable bi-weekly in
accordance with the Employer’s normal business practices, except for the first
payment which will include the amount due as a result of the retroactive
increase in Base Salary from January 1, 2010.  Base Salary shall be reviewed by the Board or
Compensation Committee of the Board at least annually.


 


(b)                                 Incentive
Compensation/Bonuses.  In addition
to Base Salary, with respect to fiscal year 2010 and thereafter during the
Employment Period, Executive shall be eligible for and shall receive, upon
approval of the Board or Compensation Committee of the Board, such
discretionary annual bonuses as the Employer, in its sole discretion, may deem
appropriate to reward Executive for job performance.  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 or
Compensation Committee of the Board, in its sole discretion, may deem
appropriate to reward Executive for job performance.  It is
expressly understood that, with respect to the awards made to Executive pursuant
to the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Plan
(the “2010 Outperformance Plan”), the provisions of the 2010 Outperformance
Plan, as amended from time to time, and not the provisions of this Agreement
shall govern in accordance with their terms, except: (i) to the extent the
provisions of this Agreement are specifically referred to or incorporated into
the 2010 Outperformance Plan and (ii) as specifically provided otherwise
in this Agreement.


 


(c)                                  Stock Options.  As determined by the Board or Compensation
Committee of the Board, in its sole discretion, Executive shall be eligible to
participate in the Employer’s then current Stock Option and Incentive Plan,
which authorizes the grant of stock options and stock awards of the Employer’s
common stock (“Common Stock”) and other equity-based awards or any successor
thereto (any such plan being referred to herein as the “Plan”).


 


(d)                                 Other Equity
Awards.  Upon signing this Agreement
Employer shall grant 8,000 shares of unrestricted Common Stock to Executive
under the Plan.


 


(e)                                  Deferred
Compensation.  During the
Employment Period (but excluding the Extension Period), the Employer shall make
annual notional contributions of $350,000, on January 1st of each year,
into a deferred compensation account maintained on behalf of the Executive,
with terms as set forth in the form of Deferred Compensation Agreement attached
as Exhibit A hereto. 
Executive shall vest in each such contribution on December 31st of
that year subject to Executive’s continued employment with the Employer through
such date, but subject to acceleration as set forth herein or in Exhibit A
hereto.


 


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(f)                                    Extension
Period Compensation.  During the
Extension Period, if any, in lieu of the compensation set forth in Sections
3(a)-(e) above for such period, the Employer shall pay Executive a salary
(“Extension Period Salary”) during such period in cash, at a per annum rate
equal to the sum of the following: (i) Executive’s Base Salary during the
prior fiscal year; (ii) any annual cash bonus earned by Executive for the
prior fiscal year; (iii) the value of any required contributions, notional
or otherwise, made by the Employer during the prior fiscal year to a deferred
compensation plan on behalf of Executive, including those made pursuant to Section 3(e) above;
and (iv) the value of that portion of Executive’s equity awards granted on
or after the date hereof which vested during the prior fiscal year.  The value of the equity awards in the
foregoing clause (iv) shall be equal to (A) for all equity awards
that deliver the full value of the underlying securities, the Fair Market Value
of such securities as of the vesting date; (B) for each award of stock
options, that percentage of the grant date fair value of such award which is
equal to the percentage of the award that became so vested; and (C) for
all other equity awards, the Fair Market Value of such awards on the vesting
date as determined by the Compensation Committee of the Board.  For purposes of the foregoing, “Fair Market
Value” of a security on a particular date means (i) if the securities are
then listed on a national securities exchange, the closing sales price of such
security on the principal national securities exchange on which such securities
are listed on such date (or, if such date is not a trading day, on the last
trading day preceding such date ), (ii) if the securities are not then
listed on a national securities exchange but are then traded on an over-the-counter
market, the average of the closing bid and asked prices for such securities in
such over-the-counter market for such date (or, if there were no sales on such
date in such market, on the last preceding date on which there was a sale of
such Shares in such market, as determined by the Compensation Committee of the
Board), or (iii) if the securities are not then listed on a national
securities exchange or traded on an over-the-counter market, such value as the
Compensation Committee of the Board in its discretion may in good faith
determine; provided that, where the securities are so listed or traded, the
Compensation Committee of the Board may make such discretionary determinations
where the Shares have not been traded for 10 trading days.  Extension Period Salary shall be payable
bi-weekly in accordance with the Employer’s normal business practices, except
that if the annual cash bonus for Executive for the prior fiscal year has not
yet been determined as of any bi-weekly payment date, the portion of the
Extension Period Salary for such bi-weekly period that is based on such annual
cash bonus shall be paid promptly after the amount of such bonus is determined.


 


(g)                                 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.


 


(h)                                 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.


 


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


 


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(j)                                     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; provided that it is acknowledged that
the Employer’s Chief Executive Officer and Chairman may be provided with
additional benefits not made available to Executive.


 


(k)                                  Timing of
Expense Reimbursement.  All
in-kind benefits provided and expenses eligible for reimbursement under this
Agreement must be provided by the Employer or incurred by Executive during the
time periods set forth in this Agreement. 
All reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after the last day
of the taxable year following the taxable year in which the expense was incurred.  The amount of in-kind benefits provided or
reimbursable expenses incurred in one taxable year shall not affect the in-kind
benefits to be provided or the expenses eligible for reimbursement in any other
taxable year.  Such right to
reimbursement or in-kind benefits is not subject to liquidation or exchange for
another benefit.


 


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 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 capacity as an officer or director,
or former officer or director, of the Employer or any affiliate thereof for
which he may serve in such capacity.  The
Employer also agrees to 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 and the Chief Executive Officer 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 and the Chief Executive Officer, 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 one hundred and twenty (120) days in a one hundred and eighty day
(180-day) period, and within thirty (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.


 


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(iii)                               Cause.  The Employer may terminate Executive’s
employment hereunder for Cause.  For
purposes of this Agreement, “Cause” shall mean Executive’s:  (A) engaging in conduct which is a
felony; (B) material breach of any of his obligations under Sections 8(a) through
8(e) of this Agreement; (C) willful misconduct of a material nature
or gross negligence with regard to the Employer or any of its affiliates; (D) material
fraud with regard to the Employer or any of its affiliates; (E) willful or
material violation of any reasonable written rule, regulation or policy of the
Employer applicable to senior executives unless such a violation is cured
within thirty (30) days after written notice of such violation by the Board or
the Chief Executive Officer; or (F) failure to competently perform his
duties which failure is not cured within thirty (30) days 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 the Chief Executive Officer of the Employer or 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.


 


(ii)                                  With Good
Reason.  Executive’s employment
hereunder may be terminated by Executive with Good Reason by written notice to
the Board providing at least ten (10) days notice prior to such
termination.  For purposes of this Agreement,
termination with “Good Reason” shall mean the occurrence of one of the
following events within sixty (60) days prior to such termination:


 


(A)                              a material
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 (which, so long as Executive is the
President of the Employer, shall include the appointment of another person as
co-President of the Employer), except in connection with the termination of
Executive’s employment for Cause, disability, retirement or death;


 


(B)                                a failure by
the Employer to pay compensation when due in accordance with the provisions of Section 3,
which failure has not been cured within twenty (20) business days after the
notice of the failure (specifying the same) has been given by Executive to the
Employer, or a failure by the Employer to grant awards with terms as set forth
on Exhibit B hereto to Executive on or before January 15,
2011.


 


(C)                                a material
breach by the Employer of any provision of this Agreement, which breach has not
been cured within thirty (30) days after notice of noncompliance (specifying
the nature of the noncompliance) has been given by Executive to the Employer;


 


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(D)                               the Employer’s
requiring Executive to be based in an office not meeting the requirements of
the last sentence of Section 2(c);


 


(E)                                 a reduction by
the Employer in Executive’s Base Salary to less than the minimum Base Salary
set forth in Section 3(a);


 


(F)                                 the failure by
the Employer to continue in effect an equity award program or other
substantially similar program under which Executive is eligible to receive
awards;


 


(G)                                a material
reduction in Executive’s benefits under any benefit plan (other than an equity
award program) compared to those currently received (other than in connection
with and proportionate to the reduction of the benefits received by all or most
senior executives or 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 Employee Retirement Income Security Act of
1974, which shall not constitute Good Reason for the purposes of this Agreement);
or


 


(H)                               the failure by
the Employer to obtain from any successor to the Employer an agreement to be
bound by this Agreement pursuant to Section 15 hereof, which has not been
cured within thirty (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
representing 25% or more of either (1) the combined voting power of the
Employer’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 (in either such case other than as a
result of the acquisition of securities directly from the Employer); 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 Incumbent Directors, shall be deemed to be an Incumbent
Director; or


 


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(C)                                there is
consummated (1) any consolidation or merger of the Employer or any
subsidiary that would result in the Voting Securities of the Employer
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 or (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 SL Green Operating Partnership, L.P. taken as 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


 


(D)                               the
stockholders of the Employer shall approve 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) Executive
or (B) the Employer, any of its subsidiaries, or any trustee, fiduciary or
other person or entity holding securities under any employee benefit plan of
the Employer or any of its subsidiaries. 
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) or (B) 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 11 of
this Agreement.  For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and, as
applicable, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the
provision so indicated.  Executive’s


 


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employment shall terminate as of the effective date
set forth in the Notice of Termination (the “Termination Date”), which date
shall not be more than thirty (30) days after the date of the Notice of
Termination.  For avoidance of doubt, a
notice of non-renewal pursuant to Section 1 shall not be considered a
Notice of Termination.


 


7.                                       Compensation
Upon Termination; Change-in-Control.


 


(a)                                  Termination By
Employer Without Cause or By Executive With Good Reason.  If, during the Employment Period
(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 Termination Date, Executive shall be entitled
to receive his earned and accrued but unpaid Base Salary on the Termination
Date, and Executive shall be entitled to the following payments and benefits,
subject to (1) Executive’s execution of a mutual release agreement with
the Employer in form and substance reasonably satisfactory to Executive and the
Employer, whereby, in general, each party releases the other from all claims
such party may have against the other party (other than (A) claims against
the Employer relating to the Employer’s obligations under this Agreement,
including without limitation, Executive’s rights to indemnification and to
vested benefits under any employee benefit plan of the Employer or any
affiliate of the Employer in which Executive participates, and certain other
specified agreements arising in connection with or after Executive’s
termination, including, without limitation, Employer’s obligations hereunder to
provide severance payments and benefits and accelerated vesting of equity
awards and (B) claims against Executive relating to or arising out of any
act of fraud, intentional misappropriation of funds, embezzlement or any other
action with regard to the Employer or any of its affiliated companies that
constitutes a felony under any federal or state statute committed or
perpetrated by Executive during the course of Executive’s employment with the
Employer or its affiliates, in any event, that would have a material adverse
effect on the Employer, or any other claims that may not be released by the
Employer under applicable law) (the “Release Agreement”), which the Employer
shall execute within five (5) business days after such execution by
Executive, and (2) the effectiveness and irrevocability of the Release
Agreement with respect to Executive within thirty (30) days after the
Termination Date (with the 30th day after the Termination Date
being referred to herein as the “Release Effectiveness Date”):


 


(i)                                     Promptly
following the Release Effectiveness Date, but no later than the regular payroll
payment date for the period in which the Release Effectiveness Date occurs (the
“Payment Date”), Executive shall receive a prorated annual cash bonus equal to (A) the
average of the annual cash bonuses (including any portion of the annual cash
bonus paid in the form of shares of Common Stock, stock units or other equity
awards, as determined at the time of grant by the Compensation Committee of the
Board, in its sole discretion, and reflected in the minutes or consents of the
Compensation Committee of the Board relating to the approval of such equity
awards, but excluding any annual or other equity awards made other than as
payment of a cash bonus) earned by Executive in respect of the two most
recently completed fiscal years for which the amount of the annual cash bonus
has been determined (the “Average Annual Cash Bonus”) multiplied by (B) a
fraction, the numerator of which is the number of days in the fiscal year in
which Executive’s employment terminates through the Termination Date (and the
number of days in the prior fiscal year, in the event that Executive’s annual
cash bonus for such year had not been determined as of the Termination Date)
and the denominator of which is 365.


 


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(ii)                                  Executive shall
receive as severance pay and in lieu of any further compensation for periods
subsequent to the Termination Date, in a single payment on the Payment Date, an
amount in cash equal to the sum of (A) the Executive’s average annual Base
Salary in effect during the twenty-four (24) months immediately prior to the
Termination Date (the “Average Annual Base Salary”), (B) the Average
Annual Cash Bonus and (C) the Executive’s average annual deferred
compensation contribution for the twenty-four (24) months immediately prior to
the Termination Date, calculated based on the cash value of the annual deferred
compensation contributions as of the dates of such contributions (the “Average
Annual Deferred Compensation”).


 


(iii)                               Executive shall continue to receive all benefits described in Section 3(h) existing
on the Termination Date for a period of twelve (12) months after the
Termination Date, 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.  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(h) 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, restricted stock units or other equity-based awards
(i.e., shares, units or other awards then still subject to restrictions under
the applicable award agreement) granted to Executive by the Employer and any
unvested deferred compensation contribution made pursuant to Section 3(e) above
shall not be forfeited on the Termination Date and shall become vested (i.e.,
free from such restrictions), and any unexercisable or unvested stock options
granted to Executive by the Employer shall not be forfeited on the Termination
Date and shall become vested and exercisable, on the Release Effectiveness
Date.  Any unexercised stock options
granted to Executive by the Employer shall remain exercisable until the second January 1
to follow the Termination Date or, if earlier, the expiration of the initial
applicable term stated at the time of the grant.  In addition, the Employer shall pay Executive
any tax gross-up payments owed pursuant to the terms of any such equity
award.  For avoidance of doubt, the
provisions of this Section 7(a)(iv) shall not apply to grants made
under the 2010 Outperformance Plan, which shall be governed by its terms as in
effect from time to time.


 


(v)                                 In the event such
termination occurs in connection with or within eighteen (18) months after a
Change-in-Control then, in addition to the payments and benefits set forth
above (or, as specifically cited below, in lieu of such payments and benefits):
(A) in lieu of the severance payment set forth in Section 7(a)(ii),
Executive shall receive as severance pay and in lieu of any further
compensation for periods subsequent to the Termination Date, in a single
payment on the Release Effectiveness Date, an amount in cash equal to two and
one-half (2.5) times the sum of (I) the Average Annual Base Salary,  (II) the Average Annual Cash Bonus and (III) the
Average Annual Deferred Compensation; (B) the continuation of benefits
provided for in the first sentence of Section 7(a)(iii) above shall
be extended from twelve (12) months to twenty-four (24) months, but shall
otherwise be subject to the terms of Section 7(a)(iii); and (C) neither



 


9

















 


Executive nor the Employer shall be required to
execute the Release Agreement and all references throughout to the Release
Effectiveness Date shall refer to the Termination Date.


 


(b)                                 Termination By
the Employer For Cause or By Executive Without Good Reason.  If, during the Employment Period, (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)(iii) above, then the Employment
Period shall terminate as of the Termination Date and Executive shall be
entitled to receive his earned and accrued but unpaid Base Salary on the
Termination Date, but, for avoidance of doubt, shall not be entitled to any
annual cash bonus for the year in which the termination occurs, severance
payment, continuation of benefits or acceleration of vesting or extension of
exercise period of any equity awards, except as otherwise provided in the
documentation applicable to such equity awards. 
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 during the Employment Period,
Executive’s estate (or a beneficiary designated by Executive in writing prior
to his death) shall be entitled to the following payments and benefits:


 


(i)                                     On the
Termination Date, Executive’s estate (or a beneficiary designated by Executive
in writing prior to his death) shall receive an amount equal to any earned and
accrued but unpaid Base Salary and a prorated annual cash bonus (equal to the
Average Annual Cash Bonus multiplied by a fraction, the numerator of which is
the number of days in the fiscal year in which Executive’s employment
terminates through the date of Executive’s death (and the number of days in the
prior fiscal year, in the event that Executive’s annual cash bonus for such
year had not been determined as of the date of Executive’s death) and the
denominator of which is 365).


 


(ii)                                  Executive’s
estate (or a beneficiary designated by Executive in writing prior to his death)
shall be credited with eighteen (18) months after termination under any
provisions governing restricted stock, restricted stock units, options or other
equity-based awards granted to Executive by the Employer relating to the
vesting or initial exercisability thereof, and, if such eighteen (18) months of
credit would fall within a vesting period, a pro rata portion of the unvested
shares of restricted stock, restricted stock units or other equity-based awards
granted to Executive by the Employer that otherwise would have become vested
upon the conclusion of such vesting period (assuming, if applicable, the
attainment of any required performance goals) 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 by the Employer that otherwise
would have become exercisable upon the conclusion of such vesting period
(assuming, if applicable, the attainment of any required performance goals)
shall become exercisable on the date of Executive’s termination due to such
death; provided that any unvested or unexercisable restricted stock, restricted
stock units, options or other equity-based awards that were granted as payment
of a cash bonus, as determined at the time of grant by the Compensation
Committee of the Board, in its sole discretion, and reflected in the minutes or
consents of the Compensation Committee of the Board relating to the approval of
such equity awards, shall become fully vested and exercisable on the date of
Executive’s death.  In addition, any
unvested deferred compensation contribution made pursuant to Section 3(e) above
shall become fully vested upon the date of Executive’s death.  In addition, the Employer shall pay to
Executive’s estate or to a beneficiary designated by


 


10














 


Executive in writing prior to his death any tax
gross-up payments owed pursuant to the terms of any such equity award with
respect to any shares of restricted stock or restricted stock units that vest
on Executive’s death.  For avoidance of
doubt, the provisions of this Section 7(c)(ii) shall not apply to (1) grants
made under the 2010 Outperformance Plan, which shall be governed by their terms
as in effect from time to time and (2) option grants made under the SL
Green Realty Corp. Second Amended and Restated 2005 Stock Option and Incentive
Plan, as amended from time to time (the “2005 Plan”), which options shall
become fully vested and exercisable on the date of Executive’s termination due
to such death in accordance with their terms as currently in effect.  Furthermore, upon such death, any vested
unexercised stock options granted to Executive by the Employer 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 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 during the Employment Period due
to his disability as defined in Section 6(a)(ii) above, Executive
shall be entitled to receive his earned and accrued but unpaid Base Salary on
the Termination Date and Executive shall be entitled to the following payments
and benefits, subject to (1) Executive’s execution of the Release
Agreement, which Release Agreement the Employer shall execute within five (5) business
days after such execution by Executive, and (2) the effectiveness and
irrevocability of the Release Agreement with respect to Executive within thirty
(30) days after the Termination Date:


 


(i)            On the Payment Date,
Executive shall receive a prorated annual cash bonus equal to the Average
Annual Cash Bonus multiplied by a fraction, the numerator of which is the
number of days in the fiscal year in which Executive’s employment terminates
through the Termination Date (and the number of days in the prior fiscal year,
in the event that Executive’s annual cash bonus for such year had not been
determined as of the Termination Date) and the denominator of which is 365.


 


(ii)           Executive shall receive as
severance pay and in lieu of any further compensation for periods subsequent to
the Termination Date, in a single payment on the Payment Date, an amount in
cash equal to the sum of (A) the Average Annual Base Salary, (B) the
Average Annual Cash Bonus and (C) the Average Annual Deferred
Compensation.


 


(iii)          Executive shall continue to receive all benefits described in Section 3(h) existing
on the Termination Date for a period of thirty-six (36) months after the
Termination Date, 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.  Notwithstanding the foregoing, (A) nothing
in this Section 7(d)(iii) shall restrict the ability of the Employer
to amend or terminate the plans and programs governing the benefits described
in Section 3(h) from time to time in its sole discretion so long as
it does so for all senior executives of the Employer, and (B) the Employer
shall in no event be required to provide any benefits otherwise required by
this Section 7(d)(iii) after such time as Executive becomes entitled
to receive benefits of the same type from 


 


11

















 


another employer or recipient
of Executive’s services (such entitlement being determined without regard to
any individual waivers or other similar arrangements).


 


(iv)          Executive shall be credited
with twelve (12) months after termination under any provisions governing
restricted stock, restricted stock units, options or other equity-based awards
granted to Executive by the Employer relating to the vesting or initial
exercisability thereof and, if such twelve (12) months of credit would fall
within a vesting period, a pro rata portion of the unvested shares of
restricted stock, restricted stock units or other equity-based awards granted
to Executive by the Employer that otherwise would have become vested upon the
conclusion of such vesting period (assuming, if applicable, the attainment of
any required performance goals) shall become vested on the Release
Effectiveness Date, and a pro rata portion of the unvested or unexercisable
stock options granted to Executive by the Employer that otherwise would have
become vested or exercisable upon the conclusion of such vesting period
(assuming, if applicable, the attainment of any required performance goals)
shall become vested and exercisable on the Release Effectiveness Date; provided
that any unvested or unexercisable restricted stock, restricted stock units,
options or other equity-based awards that were granted as payment of a cash
bonus, as determined at the time of grant by the Compensation Committee of the
Board, in its sole discretion, and reflected in the minutes or consents of the
Compensation Committee of the Board relating to the approval of such equity
awards shall become fully vested and exercisable on the Release Effectiveness
Date.  Any vested unexercised stock
options granted to Executive by the Employer 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 Termination Date.  In addition,
any unvested deferred compensation contribution made pursuant to Section 3(e) above
shall become fully vested upon the Release Effective Date.  In addition, the Employer shall pay Executive
any tax gross-up payments owed pursuant to the terms of any such equity award
with respect to any shares of restricted stock or restricted stock units that
vest on the Release Effectiveness Date. 
For avoidance of doubt, the provisions of this Section 7(d)(iv) shall
not apply to (1) grants made under the 2010 Outperformance Plan, which
shall be governed by its terms as in effect from time to time and (2) option
grants made under the 2005 Plan, which options shall become fully vested and
exercisable on the date of Executive’s termination due to such disability in
accordance with their terms as currently in effect.


 


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


 


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 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 


 


12

















 


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 goodwill 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, so long as the Employer has
not materially breached its obligations to Executive under this Agreement (or,
in the event such breach has occurred, the Employer has cured such breach or
such breach only occurred following a material breach by Executive of his
obligations under this Agreement):


 


(i)            during the Employment
Period, and (x) for the 18-month period following the termination of
Executive by either party for any reason other than termination in connection
with or within eighteen (18) months after a Change-in-Control, or (y) for
the 6-month period following the termination of Executive in connection with or
within eighteen (18) months after a Change-in-Control, 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, if the Employment Period
terminates upon or after the scheduled expiration of the term of this Agreement
(including any renewals or extensions) without any early termination under Section 6,
the restrictions of this Section 8(b)(i) shall apply for one (1) year
(rather than eighteen (18) months) following the termination of Executive’s
employment; and provided, further, that if Executive’s employment terminates
for any reason following provision by either party of written notice of
non-renewal of the term of this Agreement as provided in Section 1 but
prior to the date on which such term is scheduled to expire following provision
of such notice, the restrictions of this Section 8(b)(i) shall apply
from the date of such termination through the date that is one (1) year 


 


13

















 


following the date on which the term of this
Agreement was scheduled to expire immediately prior to such termination; and


 


(ii)           during the Employment
Period, and during (x) in the case of clause (A) below, the 30-month
period following the termination of Executive by either party for any reason
(including the expiration of the term of the Agreement) other than a termination
in connection with or within eighteen (18) months after a Change-in-Control
that constitutes a termination either by the Employer without Cause or by
Executive with Good Reason, 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/Activities.  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, and (z) Executive
is not a controlling person of, or a member of a group which controls, such
entity; or (iii) if such investment is made in (A) assets other than
Competing Properties or (B) any entity other than one that is engaged,
directly or indirectly, in the acquisition, development, construction,
operation, management, financing or leasing of Competing Properties.  For purposes of this Agreement, a “Competing
Property” means an office real estate property: 
(i) located outside of New York City, unless the property (A) is
not an appropriate investment opportunity for the Employer, (B) is not
directly competitive with the Businesses of the Employer and (C) has a
fair market value at the time Executive’s investment is made of less than $25
million, or (ii) located in New York City.


 


(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 


 


14

















 


or control and shall not retain any originals or
copies in any form, except that Executive may retain a copy of his Rolodex or
other similar contact list.


 


(e)           No Disparagement.  For one (1) 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 subsidiaries’ prospects for the future.  For one (1) 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(e) 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 thirty (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 


 


15

















 


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 and any
other provisions relating to the enforcement thereof shall survive termination
of Executive’s employment.


 


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.           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 (3) days after mailing (one (1) 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:


 


Goodwin
Procter LLP


Exchange
Place


Boston,
Massachusetts 02109


Attention:
Daniel P. Adams


 


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


 


16

















 


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


 


13.           Severability.  If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or 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.


 


14.           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.


 


15.           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.


 


16.           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.


 


17.           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.


 


18.           Choice of Venue.  Subject to the provisions of Section 9,
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.


 


19.           Parachutes.


 


(a)   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 and any other payment or benefit received in connection with a
Change-in-Control or the termination of Executive’s employment), or any other
payments and benefits which Executive receives or is entitled to receive under
any plan, program, arrangement or other agreement, whether from the Employer or
an affiliate of the Employer, 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 the following provisions shall apply:


 


(i)            If the Parachute Payment,
reduced by the sum of (1) the Excise Tax and (2) the total of the
federal, state, and local income and employment taxes payable by Executive on
the amount of the Parachute Payment which are in excess of the Threshold 


 


17

















 


Amount, are greater than or
equal to the Threshold Amount, Executive shall be entitled to the full benefits
payable under this Agreement.


 


(ii)           If the Threshold Amount is
less than (x) the Parachute Payment, but greater than (y) the
Parachute Payment reduced by the sum of (1) the Excise Tax and (2) the
total of the federal, state, and local income and employment taxes on the amount
of the Parachute Payment which are in excess of the Threshold Amount, then the
Parachute Payment shall be reduced (but not below zero) to the extent necessary
so that the sum of all Parachute Payments shall not exceed the Threshold
Amount.  In such event, the Parachute
Payment shall be reduced in the following order:  (1) cash payments not subject to Section 409A
of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based
payments and acceleration; and (4) non-cash forms of benefits.  To the extent any payment is to be made over
time (e.g., in installments, etc.), then the payments shall be reduced in
reverse chronological order.


 


(b)   For the purposes of this Section 19,
“Threshold Amount” shall mean three times Executive’s “base amount” within the
meaning of Section 280G(b)(3) of the Code and the regulations
promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the
excise tax imposed by Section 4999 of the Code, and any interest or
penalties incurred by Executive with respect to such excise tax.


 


(c)   The determination as to
which of the alternative provisions of Section 19(a) shall apply to
Executive shall be made by a certified public accounting firm of national
reputation reasonably selected by the Employer. 
Executive and the Employer shall provide the accounting firm with all
information which any accounting firm reasonably deems necessary in computing
the Threshold Amount. For purposes of determining which of the alternative
provisions of Section 19(a) shall apply, Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income
taxation applicable to individuals for the calendar year in which the
determination is to be made, and state and local income taxes at the highest
marginal rates of individual taxation in the state and locality of Executive’s
residence on the Termination Date, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes.  Any determination by the
accounting firm shall be binding upon the Employer and the Executive.


 


20.           Section 409A.


 


(a)   Anything in this Agreement
to the contrary notwithstanding, if at the time of Executive’s separation from
service within the meaning of Section 409A of the Code, the Employer
determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, then to the extent any payment or benefit that Executive becomes
entitled to under this Agreement on account of Executive’s separation from
service would be considered deferred compensation subject to the 20 percent
additional tax imposed pursuant to Section 409A(a) of the Code as a
result of the application of Section 409A(a)(2)(B)(i) of the Code,
such payment shall not be payable and such benefit shall not be provided until
the date that is the earlier of (A) six (6) months and one day after
Executive’s separation from service, or (B) Executive’s death.  If any such delayed cash payment is otherwise
payable on an installment basis, the first payment shall include a catch-up
payment covering amounts that would otherwise have been paid during the
six-month period but for the application of this provision, and the balance of
the installments shall be payable in accordance with their original
schedule.  Any payments delayed pursuant
to this Section 20(a) shall bear interest during the period of such
delay at the simple rate of 5% per annum.


 


18

















 


(b)   The parties intend that this
Agreement will be administered in accordance with Section 409A of the
Code.  To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of
the Code, the provision shall be read in such a manner so that all payments hereunder
comply with Section 409A of the Code. 
The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section 409A
of the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost to either
party.


 


(c)   To the extent that any
payment or benefit described in this Agreement constitutes “non-qualified
deferred compensation” under Section 409A of the Code, and to the extent
that such payment or benefit is payable upon the Executive’s termination of
employment, then such payments or benefits shall be payable only upon the
Executive’s “separation from service.” 
The determination of whether and when a separation from service has
occurred shall be made in accordance with the presumptions set forth in
Treasury Regulation Section 1.409A-1(h).


 


(d)   The Employer makes no
representation or warranty and shall have no liability to Executive or any
other person if any provisions of this Agreement are determined to constitute
deferred compensation subject to Section 409A of the Code but do not
satisfy an exemption from, or the conditions of, such Section.


 


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.           Section 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.  The Employer represents that the Board (or
the Compensation Committee thereof) has approved the economic terms of this
Agreement.


 


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left blank]


 


19

















 


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


 


 


	
   

  	
   

  	
  SL
  GREEN REALTY CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Marc Holliday

  
	
   

  	
   

  	
   

  	
  Name:
  Marc Holliday

  
	
   

  	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Andrew Mathias

  	
   

  	
   

  
	
  Name:
  Andrew Mathias

  	
   

  	
   

  



 














 


EXHIBIT A


 


DEFERRED COMPENSATION AGREEMENT


 


This
Deferred Compensation Agreement (the “Agreement”) is entered into as of the 3rd
day of September, 2010, by and between SL Green Realty Corp. (the “Company”)
and Andrew Mathias (the “Executive”).


 


WHEREAS,
the Executive has served the Company as its President and Chief Investment
Officer;


 


WHEREAS,
the Company desires to reward the Executive for his past service to the Company
and encourage and incentivize the Executive to contribute to the long-term
success of the Company; and


 


WHEREAS,
Section 3(e) of the Employment Agreement (as hereinafter defined)
provides that the Company shall make certain contributions to a deferred
compensation account pursuant to the terms and conditions of this Agreement;


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and the Executive hereby agree as follows:


 


1.             Definitions.


 


“Change-in-Control”
shall have the meaning set forth in the Employment Agreement.


 


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


 


“Committee”
means the Compensation Committee of the Board of Directors of the Company.


 


“Deferred
Compensation Amount” means an amount equal to (x) the Stock Price on the
Trigger Date, multiplied by (y) the number of Stock Units credited to the
Account as of the Trigger Date that have vested in accordance with Section 3
as of the Payment Date (as defined in Section 4 below).


 


“Employment
Agreement” means the Amended and Restated Employment and Noncompetition
Agreement, dated as of September 3, 2010, by and between the Company and
the Executive, as such agreement may be amended from time to time.


 


“Fair
Market Value” per share of Stock as of a particular date means (i) if
shares of Stock are then listed on a national securities exchange, the closing
sales price per share of Stock on the exchange for the last preceding date on
which there was a sale of shares of Stock on such exchange, as determined by
the Committee, (ii) if shares of Stock are not then listed on a national
securities exchange but are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the shares of Stock in such
over-the-counter market for the last preceding date on which there was a sale
of such shares in such market, as determined by the Committee, or (iii) if
shares of Stock are not then listed on a national securities 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 the shares of Stock are so
listed or traded, the Committee may make such discretionary determinations
where the shares of Stock have not been traded for 10 trading days.


 


“Initial
Contribution Date” means January 1, 2011.


 


“Stock
Units” means the right to receive the value of one share of Stock in accordance
with the terms of this Agreement.


 


“Separation
from Service” means the Executive’s “separation from service” from the Company
within the meaning set forth in Section 409A of the Code, determined in
accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).


 

















 


“Stock”
means the common stock of the Company.


 


“Stock
Price” means, as of a particular date, the average of the Fair Market Value of
one share of Stock for the ten (10) consecutive 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,
however, that if such date is the date upon which a Transactional
Change-in-Control occurs, the 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-in-Control for one share of Stock.


 


“Transactional
Change-in-Control” means (a) a Change-in-Control described in clause (i)(A) of
the definition thereof in the Employment Agreement, where the “person” or “group”
makes a tender offer for the Stock, or (b) a Change-in-Control described
in clauses (i)(C)(1) or (2) of the definition thereof in the
Employment Agreement.


 


“Trigger
Date” means the earliest of (a) the termination of the Executive’s employment
with the Company for any reason and (b) the effective date of a
Change-in-Control.


 


2.             Deferred
Compensation Account.  The Company
shall establish and maintain an individual bookkeeping account (the “Account”)
to record all amounts credited to the Executive pursuant to this
Agreement.  On the Initial Contribution
Date and on each anniversary thereof during the Employment Period (as defined
in the Employment Agreement) that occurs on or before the Trigger Date, excluding,
however, any such anniversary occurring during the Extension Period (as defined
in the Employment Agreement),the Company shall credit to the Account a number
of Stock Units, which, when multiplied by the Stock Price on such date, has an
aggregate value equal to $350,000.


 


3.             Vesting of
Stock Units.  The
Executive shall become fully vested with respect to Stock Units credited to the
Account on the December 31st of the year in which such Stock Units are
first credited, subject in each case to the Executive’s continued employment
through each applicable vesting date, but subject to accelerated vesting as set
forth in the Employment Agreement.


 


Except as may be provided in the Employment
Agreement, upon the termination of the Executive’s employment with the Company
for any reason, all Stock Units that have not vested shall thereupon, and with
no further action, be forfeited by the Executive.


 


4.             Payment of
Deferred Compensation Amount.  The Company shall pay the Executive (or if
applicable, the Executive’s beneficiary) the Deferred Compensation Amount in a
lump-sum in cash on a date (the “Payment Date”) that is no later than 30 days
following the earliest of (a) the Executive’s death; (b) the date of
the Executive’s Separation from Service (or, to the extent necessary to
maintain compliance with Section 409A of the Code, the date that is six
months and one day after the date of the Executive’s Separation from Service);
and (c) the effective date of a Change-in-Control, provided that any such
transaction or series of transactions also constitutes a “change in the
ownership” of the Company, a “change in the effective control” of the Company
or a “change in ownership of a substantial portion of the assets” of the
Company, each within the meaning of Section 409A of the Code and the
regulations promulgated thereunder.


 


5.             Dividend
Equivalent Rights.  If the
Company pays a cash dividend on the Stock and the record date for such cash
dividend occurs on or after the Initial Contribution Date and prior to the
Trigger Date, then the Executive shall be entitled to a payment in cash, on a
current basis, equal to the amount per share of Stock of such cash dividend
multiplied by the number of Stock Units credited to the Executive’s Account,
and not forfeited pursuant to Section 3 of this Agreement, as of the applicable
record date for such cash dividend.


 


2

















 


6.             Termination.  This Agreement shall automatically terminate
and be of no further force and effect immediately following the payment of the
Deferred Compensation Amount and all other amounts due pursuant to Section 5
of this Agreement.


 


7.             Transferability.  This Agreement is personal to the Executive,
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.             Tax Withholding.  All payments to the Executive hereunder shall
be net of any required Federal, state, and local tax withholding.


 


9.             Section 409A.  The parties intend that this Agreement will
be administered in accordance with Section 409A of the Code.  To the extent that any provision of this
Agreement is ambiguous as to its compliance with Section 409A of the Code,
the provision shall be read in such a manner so that all payments hereunder
comply with Section 409A of the Code. 
The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section 409A
of the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost to either
party.  The Company makes no
representation or warranty and shall have no liability to the Executive or any
other person if any provisions of this Agreement are determined to constitute
deferred compensation subject to Section 409A of the Code but do not
satisfy an exemption from, or the conditions of, such Section.


 


10.           Source of Payments/Unfunded Status.  The Agreement is intended to constitute an
unfunded plan.  Any amount due and payable
to the Executive or in respect of the Stock Units pursuant to the terms of this
Agreement shall be paid solely from the general assets of the Company.  The Executive (and his beneficiary, if
applicable) shall not have any interest in any specific asset as a result of
this Agreement or any right to payment under the Agreement.  The Company shall not have any obligation to
set aside any funds or shares of Stock for the purpose of making any benefit
payments under this Agreement.  Nothing
contained herein shall give the Executive (or his beneficiary, if applicable)
any rights that are greater than those of a general unsecured creditor of the
Company.  No action taken pursuant to the
terms of this Agreement shall be construed to create a funded arrangement, a plan
asset, or fiduciary relationship between the Company and the Executive (or his
beneficiary, if applicable).


 


11.           No Obligation to Continue Employment.  The Company is not obligated by or as a
result of this Agreement to continue the Executive in employment and this
Agreement shall not interfere in any way with the right of the Company to
terminate the employment of the Executive at any time.


 


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


 


13.           Changes in Stock.  If (i) the Company or its subsidiaries
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 its subsidiaries or a transaction
similar thereto, (ii) any stock dividend, stock split, reverse stock
split, stock combination, reclassification, recapitalization or other similar
change in the capital structure of the Company or its subsidiaries, or any
distribution to holders of Stock other than cash dividends, shall occur or (iii) any
other event shall occur which in the judgment of the Committee necessitates
action by way of adjusting the terms of this Agreement, then the Committee
shall take any such action as shall be necessary to maintain the Executive’s
rights hereunder so that they are substantially proportionate to the rights
existing prior to such event, including, without 


 


3

















 


limitation,
adjustments in (A) the number of Stock Units credited to the Account and (B) the
Deferred Compensation Amount.


 


14.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


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left blank]


 


4

















 


IN WITNESS WHEREOF, the undersigned have executed
this Deferred Compensation Agreement as of the date first written above.


 


	
   

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marc Holliday

  
	
   

  	
   

  	
  Name:
  Marc Holliday

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Andrew Mathias

  
	
   

  	
   

  	
  Andrew
  Mathias

  



 

















 


EXHIBIT B


 


RESTRICTED STOCK


 


Restricted
Stock (Time-Based Vesting)


 


1.  Plan: 
SL Green Realty Corp. Second Amended and Restated 2005 Stock Option and
Incentive Plan (the “Plan”)


 


2.  Total Number of Shares:  100,000


 


3.  Dividends will be paid on all 100,000 shares
whether vested or not.


 


4.  Vesting: 
Subject to acceleration as set forth in the Agreement, the shares of
restricted stock shall vest, if and as employment continues, at the times
(each, a “Vesting Date”) and in the amounts set forth below:


 


	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
  December 31, 2011

  	
   

  	
  33,334

  	
   

  
	
  December 31, 2012

  	
   

  	
  33,333

  	
   

  
	
  December 31, 2013

  	
   

  	
  33,333

  	
   

  



 


Restricted
Stock Units (Performance-Based Vesting)


 


1.  Plan: 
The Plan


 


2.  Total Number of Units:  50,000


 


3.  Dividend equivalents shall be credited on
each restricted stock unit at the dividend payment date as though each
restricted stock unit was, as of the applicable record date for such dividend,
an outstanding share of Common Stock. 
Dividend equivalents so credited will be paid in cash if and when the
underlying Units become vested.


 


4.  Form of Payment of Units:  Shares of Common Stock


 


5.  Vesting: 
Subject to acceleration as set forth in the Agreement, the restricted
stock units shall vest (subject to clauses (i) and (ii) below), if
and as employment continues, at the times (each, a “Vesting Date”) and in the
amounts set forth below:


 


	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
  December 31, 2011

  	
   

  	
  16,666

  	
   

  
	
  December 31, 2012

  	
   

  	
  16,667

  	
   

  
	
  December 31, 2013

  	
   

  	
  16,667

  	
   

  



 


The
performance criteria applicable to the restricted stock units subject to this
Paragraph 5 are as follows:


 


(i)                                     Such restricted stock units
shall vest in the applicable year if the Employer achieves either (A) a 7%
per year increase in funds from operations on a per-share of Common Stock of
the Employer basis, or (B) a 7% per year stock price appreciation on each
share of Common Stock outstanding during the entire period, in each case,
during the fiscal year ending on the applicable Vesting Date.


 

















 


(ii)                                  If, with respect to the
number of restricted stock units noted after each Vesting Date, the performance
criteria set forth in paragraph (i) above are not achieved in the fiscal
year immediately preceding the applicable Vesting Date, but are achieved on a
cumulative basis beginning with 2011, and, in each case, ending with the fiscal
year ending on the applicable Vesting Date, then, if and as employment
continues through such subsequent Vesting Date, the performance criteria will
be met for such restricted stock units as of such subsequent Vesting Date.  Any units subject to this Paragraph 5 that
have not vested as of the last Vesting Date shall be forfeited.


 


Notwithstanding
the foregoing, if the performance criteria set forth in paragraph (i) above
for a particular year (or on a cumulative basis as set forth in paragraph (ii) above)
are not met, but the Employer’s percentage stock price appreciation or increase
in funds from operations on a per-share of Common Stock of the Employer basis  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) for such year (or years on a cumulative basis beginning with
2010 for the Employer’s percentage stock price appreciation), then the
performance criteria shall be deemed to have been met for such year.