Exhibit
10.3


AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT


This
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is
made as of the 16th day of April, 2007, between Gregory F. Hughes (“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 hereby amends and restates, to be effective as of January 1, 2007 (the “Effective
Date”), that certain Employment and Noncompetition Agreement, dated as of
February 3, 2004, between Executive and the Employer (the “Prior Employment
Agreement”).


1.             Term.  The term of this Agreement shall commence on
the Effective Date, shall continue for a period of three (3) years from the
Effective Date and, unless earlier terminated as provided in Section 6 below,
shall terminate on the third (3rd)
anniversary of the Effective Date (the “Original Term”).  The Original Term shall automatically be
extended for successive six (6) month periods (each a “Renewal Term”), unless
either party gives the other party at least three (3) months written notice of
non-renewal  prior to the
expiration of the then current term.  The
period of Executive’s employment hereunder consisting of the Original Term and
all Renewal Terms, if any, is herein referred to as the “Employment Period.”


2.             Employment and
Duties.


(a)           Duties.  During the Employment Period, Executive shall
be employed in the business of the Employer and its affiliates.  Executive shall serve the Employer as a
senior corporate executive and shall have the title of Chief Operating Officer
and Chief Financial 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 Chief Operating Officer and
Chief Financial 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 Chief Operating Officer and Chief Financial 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
organization 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, or within 50 miles of, Manhattan.


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 $500,000 per annum during the Employment
Period (“Base Salary”).  Base Salary
shall be payable bi-weekly in accordance with the Employer’s normal business
practices and shall be reviewed by the Board or Compensation Committee of the
Board at least annually.


(b)           Incentive Compensation/Bonuses.  In addition to Base Salary, 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. 2003 Long-Term Outperformance
Compensation Program, as amended December 2003 (the “2003 Outperformance Plan”),
the SL Green Realty Corp. 2005 Long-Term Outperformance Plan Award Agreement,
dated as of March 15, 2006 (the “2005 Outperformance Plan”) and the SL Green
Realty Corp. 2006 Long-Term Outperformance Plan Award Agreement, dated as of
October 23, 2006 (the “2006 Outperformance
Plan” and together with the 2003 Outperformance Plan and 2005 Outperformance
Plan, the “Outperformance Plans”), the provisions of the Outperformance Plans,
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
Outperformance Plans and (ii) as specifically provided otherwise in this
Agreement.


(c)           Equity Awards.  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 equity incentive plan (the “Plan”),
which authorizes the grant of stock options and stock awards of the Employer’s
common stock (“Common Stock”), LTIP Units (“LTIP Units”) in SL Green Operating
Partnership, L.P. (the “OP”) and other equity-based awards.  Executive will be granted 37,000
shares of restricted Common Stock or, at the Employer’s option, Class A Units (“OP
Units”) in the OP, on June 1, 2007, in accordance with and subject to
definitive documentation which is consistent with the terms summarized on Exhibit
A hereto and which is otherwise consistent with the Employer’s general
practices for documentation.  In
addition, the Employer shall pay to Executive an amount equal to the dividends
and distributions that Executive would have received with respect to the 37,000
shares of restricted Common Stock or OP Units to be issued under this Section
3(c) in respect of all dividends and distributions having a record date prior
to the issuance date of such shares or OP Units and on or after January 1,
2007.  With respect to each such dividend
or distribution, this payment shall be made on the later of (i) the date hereof
or (ii) the payment date established for all stockholders or unitholders for
such dividend or distribution.  In addition,
the Employer shall pay Executive an additional cash amount (the “Full Value
Gross-Up Amount”) with respect to the shares of restricted Common Stock
or OP Units granted pursuant to this Section 3(c), intended to serve generally
as a tax gross-up, upon each date on which any of such shares or OP Units vest,
equal to 40% of the value of such shares 




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or OP Units included in Executive’s taxable income on such date.  Additionally, with respect to the option to
purchase 100,000 shares of Common Stock granted on February 1, 2004, 10,000 of
the 30,000 shares otherwise scheduled to vest thereunder in 2009, shall vest as
of the date hereof.  Except as
specifically provided otherwise in this Agreement, the vesting and other terms
of all existing stock options, shares of restricted stock, OP Units, LTIP Units
and other equity-based awards granted to Executive by the Employer prior to the
date hereof shall remain unchanged.


 


(d)           GKKM Bonus.  Executive shall be entitled to receive from
the Employer the incentive bonus described in Exhibit B hereto (the “GKKM
Bonus”) if any Sale Event (as defined in that certain First Amended and
Restated Limited Liability Company Operating Agreement of GKK Manager LLC (“GKKM”),
as amended from time to time) occurs during the Employment Period.  The amount of the GKKM Bonus to be paid shall
be based on the purchase price for GKKM (the “GKKM Purchase Price”) in such
Sale Event as set forth on Exhibit B. Any GKKM Bonus payable pursuant to
this Section may be paid in the form of cash or any other non-cash
consideration constituting part of the GKKM Purchase Price, at the option of
the Employer, and, in addition, if all of the equity holders of GKKM receive
their distributions from GKKM relating to a Sale Event in shares of stock in
Gramercy Capital Corp. (“GKK”), then the Employer may pay the GKKM Bonus in the
form of such shares.  Any non-cash
consideration constituting part of the GKKM Purchase Price shall be deemed to
have such value as is determined by the Employer, in its reasonable discretion,
for purposes of determining whether any GKKM Bonus is payable and valuing any
non-cash considered paid to Executive as the GKKM Bonus.


(e)           Expenses.  Executive shall be reimbursed for all
reasonable business related expenses incurred by Executive at the request of or
on behalf of the Employer, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the
Employer.  Any expenses incurred during
the Employment Period but not reimbursed by the Employer by the end of the
Employment Period, shall remain the obligation of the Employer to so reimburse
Executive.


(f)            Health and Welfare Benefit Plans.  During the Employment Period, Executive and
Executive’s immediate family shall be entitled to participate in such health
and welfare benefit plans as the Employer shall maintain from time to time for
the benefit of senior executive officers of the Employer and their families, on
the terms and subject to the conditions set forth in such plan.  Nothing in this Section shall limit the
Employer’s right to change or modify or terminate any benefit plan or program
as it sees fit from time to time in the normal course of business so long as it
does so for all senior executives of the Employer.


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



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(h)           Other Benefits.  During the Employment Period, the Employer
shall provide to Executive such other benefits, as generally made available to
other senior executives of the Employer; provided that it is acknowledged that
the Employer’s Chief Executive Officer may be provided with additional benefits
not made available to Executive.


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 120 days in a 180-day period, and within 30 days after written
Notice of Termination (as defined in Section 6(d)) is given he shall not have returned
to the performance of his duties hereunder on a full-time basis, the Employer
may terminate Executive’s employment hereunder.


(iii)          Cause.  The Employer may terminate Executive’s
employment hereunder for Cause.  For
purposes of this Agreement, “Cause” shall mean 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; or (E) failure to competently perform his
duties which failure is not cured within 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).



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(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, 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 5 business days after the notice of the
failure (specifying the same) has been given by Executive to the Employer;


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


(D)          the Employer’s requiring Executive
to be based in an office located more than 50 miles from Manhattan;


(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 Employment Retirement Income Security Act of
1974, shall not constitute Good Reason for the purposes of this Agreement); or



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


In addition, any termination
by Executive within eighteen (18) months following a Change-in-Control shall be
deemed to be a termination with Good Reason.


(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 members of the Board then still in office who were members of the Board at
the beginning of such 24-calendar-month period, shall be deemed to be an
Incumbent Director; or


(C)           the stockholders of
the Employer shall approve (1) any consolidation or merger of the Employer or
any subsidiary 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, (2) any
sale, lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Employer, if the shareholders of the
Employer and unitholders of the OP taken as 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 



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or (3) any
plan or proposal for the liquidation or dissolution of the Employer.


Notwithstanding the
foregoing, a “Change-in-Control” shall not be deemed to have occurred for
purposes of the foregoing clause (A) solely as the result of an acquisition of
securities by the Employer which, by reducing the number of shares of stock or
other Voting Securities outstanding, increases (x) the proportionate number of
shares of stock of the Employer beneficially owned by any Person to 25% or more
of the shares of stock then outstanding or (y) the proportionate voting power
represented by the Voting Securities beneficially owned by any Person to 25% or
more of the combined voting power of all then outstanding Voting Securities;
provided, however, that if any Person referred to in clause (x) or (y) of this
sentence shall thereafter become the beneficial owner of any additional stock
of the Employer or other Voting Securities (other than pursuant to a share
split, stock dividend, or similar transaction), then a “Change-in-Control”
shall be deemed to have occurred for purposes of the foregoing clause (A).


(ii)           “Person” shall have
the meaning used in Sections 13(d) and 14(d) of the Exchange Act; provided
however, that the term “Person” shall not include (A) 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 12 of this Agreement.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and, as applicable, shall set forth in
reasonable detail the fact and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated.  Executive’s 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 (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 and Executive shall be entitled to the following payments and
benefits, subject
to 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 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 



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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 the effectiveness and irrevocability of the Release Agreement with respect
to Executive (with the date of such effectiveness and irrevocability 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 any earned
and accrued but unpaid Base Salary and 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, OP Units, LTIP 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) paid to Executive by the Employer in respect of the two most
recently completed fiscal years (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.


(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”) and (B) the Average Annual
Cash Bonus.


(iii)          Executive shall continue to receive all benefits
described in Section 3(f) 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.  For
purposes of vesting under the 2003 Outperformance Plan, without limiting any
other rights that Executive may have under the 2003 Outperformance Plan,
Executive shall be treated as if he had remained in the employ of the Employer
for 12 months after the date of termination. 
Notwithstanding the foregoing, (A) nothing in this Section 7(a)(iii)
shall restrict the ability of the Employer to amend or terminate the plans and
programs governing the benefits described in Section 3(f) from time to time in
its sole discretion, and (B) the Employer shall in no event be required to
provide any benefits otherwise required by this Section 7(a)(iii) after such
time as Executive becomes entitled to receive benefits of the same type from
another employer or recipient of Executive’s services (such entitlement 



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being determined without regard to any individual waivers or other
similar arrangements).


(iv)          Any unvested shares of
restricted stock, OP Units, LTIP Units or other equity-based awards (i.e.,
shares, OP Units, LTIP Units or other awards then still subject to restrictions
under the applicable award agreement) granted to Executive by the Employer
shall not be forfeited on the
Termination Date and shall become vested (i.e., free from such
restrictions), and any unexerciseable 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 on or
after February 3, 2004 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 an additional cash amount
(the “Gross-Up Amount”) with respect to any shares of restricted stock, OP
Units or LTIP Units that vest on the Release Effectiveness Date, intended to
serve generally as a tax gross-up:  (A)
equal to the Full Value Gross-Up Amount with respect to any such shares of
restricted stock or OP Units and (B)
upon the date on which such LTIP Units (or the securities into which such LTIP
Units are convertible) are redeemed or exchanged in a taxable transaction, an
amount equal to 20% of the lesser of (I) the value of such LTIP Units on the Release
Effectiveness Date or (II) the value of
such LTIP Units (or other securities into which the LTIP Units were
convertible) on the date of such taxable transaction, assuming for purposes of
clauses (I) and (II) that the value of each LTIP Unit is equal to the value of
one share of Common Stock (as adjusted for any changes in the Conversion Factor
(as defined in the partnership agreement of the OP)); provided that, in the
event that the Employer determines on or prior to the vesting of such LTIP
Units that such LTIP Units are taxable upon vesting in the same manner as
restricted shares of Common Stock would have been, the Employer shall pay
Executive upon the Release Effectiveness Date, an amount equal to 40% of the value of the LTIP Units included in
Executive’s taxable income on such date in lieu of the payment otherwise due
under clause (B) above.  For avoidance of
doubt, the provisions of this Section 7(a)(iv) shall not apply to grants made
under the Outperformance Plans, which shall be governed by their terms as in
effect from time to time and the provisions of Section 7(a)(iii) above.


(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) the Employer shall
provide to Executive outplacement benefits provided by a nationally-recognized
outplacement firm of Executive’s selection, for a period of up to two (2) years
following the Termination Date (such benefits are not to exceed 25% of the
Average Annual Base Salary), (B) 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 and
(II) the Average Annual Cash Bonus, (C) the continuation of benefits provided
for in the first sentence of Section 7(a)(iii) above shall be extended from
twelve (12) months to thirty-six (36) months, but shall otherwise be subject to
the terms of Section 7(a)(iii) and (D) neither 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.



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(b)           Termination By the Employer For
Cause or By Executive Without Good Reason. 
If (i) Executive is terminated by the Employer for Cause pursuant to
Section 6(a)(iii) above, or (ii) Executive voluntarily terminates his
employment hereunder without Good Reason pursuant to Section 6(b)(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, 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 shall be
credited with twelve (12) months after termination under any provisions
governing restricted stock, OP Units, LTIP 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, OP Units, LTIP 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 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 shall become exercisable
on the date of Executive’s termination due to such death; provided that any
unvested or unexercisable restricted stock, OP Units, LTIP 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, the Employer shall pay to
Executive’s estate or to a beneficiary designated by Executive in writing prior
to his death the Gross-Up Amount with respect to any shares of restricted
stock, OP Units or LTIP 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 Outperformance
Plans, 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. Amended 1997 Stock
Option and Incentive Plan, as amended March 2002 (the “1997 Plan”), which such
options shall become fully vested and exercisable on the date of Executive’s
termination due to such death in accordance



 10















with their terms as currently in effect.  Furthermore, upon such death, any vested
unexercised stock options granted to Executive by the Employer on or after
February 3, 2004 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 due to his disability as defined in Section 6(a)(ii) above,
Executive shall be entitled to the following payments and benefits, subject to
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 the effectiveness and irrevocability of the Release Agreement
with respect to Executive:


(i)            On the Payment Date, Executive shall receive
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 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 and (B) the Average
Annual Cash Bonus.


(iii)          Executive shall
continue to receive all benefits described in Section 3(f) 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(f) 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 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, OP Units, LTIP 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, OP
Units, LTIP 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 shall 



 11
 









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 shall become vested and
exercisable on the Release
Effectiveness Date; provided that any unvested or unexercisable
restricted stock, OP Units, LTIP 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 on or after February 3, 2004 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, the
Employer shall pay Executive the Gross-Up Amount with respect to any shares of
restricted stock, OP Units or LTIP 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
Outperformance Plans, which shall be governed by their terms as in effect from
time to time and (2) option grants made under the 1997 Plan, which such 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.


(e)           Change-in-Control. 
Upon a Change-in-Control, any unvested shares of restricted stock, OP
Units, LTIP Units or other equity-based awards (i.e., shares, OP Units, LTIP
Units or other awards then still subject to restrictions under the applicable
award agreement) granted to Executive by the Employer shall become vested
(i.e., free from such restrictions), and any unexercisable or unvested stock
options granted to Executive by the Employer shall become vested and
exercisable on the effective date of such Change-in-Control.  In addition, the Employer shall pay Executive
the Gross-Up Amount with respect to any shares of restricted stock, OP
Units or LTIP Units that vest on the effective date of such
Change-in-Control.  For avoidance of
doubt, the provisions of this Section 7(e) (other than the full acceleration of
any time-based vesting (but not the payment of the Gross-Up Amount in
connection with such acceleration)) shall not apply to grants made under the
Outperformance Plans, which shall be governed by their terms as in effect from
time to time.


(f)            GKK and Other Equity.  The Employer and Executive acknowledge that
certain equity awards previously made by GKK and affiliates of the Employer
refer to and incorporate the terms of any employment agreement entered into
between the Employer and Executive from time to time with respect to
acceleration of vesting upon termination and/or change-in-control events and,
as a result, such terms of this Agreement will, to the extent so referred to
and incorporated by reference, will apply to such equity awards.


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 



 12
 









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 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:


(i)            during the Employment Period, and
for the one-year period following the termination of Executive by either party
for any reason other than (A) non-renewal at the expiration of the Original
Term or any Renewal Term or (B) termination by the Employer without Cause or Executive with Good
Reason 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; and


(ii)           during the Employment Period, and
during (x) in the case of clause (A) below, the two-year 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 



 13
 









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 or the National Association of Securities Dealers,
Inc. Automated Quotation System, and (z) Executive is not a controlling person
of, or a member of a group which controls, such entity; or (iii) if the
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.  Additionally,
during the Employment Period, for so long as either:  (i) GKK is externally advised by the Employer
or a direct or indirect majority owned subsidiary of the Employer (and is not
self-managed) or (ii) the Employer directly or indirectly owns securities
representing 20% or more of the outstanding common equity of GKK, and unless
and until otherwise determined by the Board, Executive shall be permitted to
serve as an officer of GKK notwithstanding anything to the contrary contained
in this Section 8.


(d)           Employer Property. 
Executive acknowledges that all originals and copies of materials,
records and documents generated by him or coming into his possession during his
employment by the Employer are the sole property of the Employer (“Employer
Property”).  During his employment, and
at all times thereafter, Executive shall not remove, or cause to be removed,
from the premises of the Employer, copies of any record, file, memorandum,
document, computer related information or equipment, or any other item relating
to the business of the Employer, except in furtherance of his duties under this
Agreement.  When Executive terminates his
employment with the Employer, or upon request of the Employer at any time,
Executive shall promptly deliver to the Employer all originals and copies of
Employer Property in his possession or control and shall not retain any
originals or copies in any form.


(e)           No Disparagement. 
For one year following termination of Executive’s employment for any
reason, Executive shall not intentionally disclose or cause to be disclosed 



 14
 









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


(f)            Remedies. 
Executive declares that the foregoing limitations in Sections 8(a)
through 8(f) above are reasonable and necessary for the adequate protection of
the business and the goodwill of the Employer. 
If any restriction contained in this Section 8 shall be deemed to be
invalid, illegal or unenforceable by reason of the extent, duration or scope
thereof, or otherwise, then the court making such determination shall have the
right to reduce such extent, duration, scope, or other provisions hereof to
make the restriction consistent with applicable law, and in its reduced form
such restriction shall then be enforceable in the manner contemplated
hereby.  In the event that Executive
breaches any of the promises contained in this Section 8, Executive
acknowledges that the Employer’s remedy at law for damages will be inadequate
and that the Employer will be entitled to specific performance, a temporary
restraining order or preliminary injunction to prevent Executive’s prospective
or continuing breach and to maintain the status quo.  The existence of this right to injunctive
relief, or other equitable relief, or the Employer’s exercise of any of these
rights, shall not limit any other rights or remedies the Employer may have in
law or in equity, including, without limitation, the right to arbitration
contained in Section 9 hereof and the right to compensatory and monetary
damages.  Executive hereby agrees to
waive his right to a jury trial with respect to any action commenced to enforce
the terms of this Agreement.  Executive shall have remedies comparable to those
of the Employer as set forth above in this Section 8(f) if the Employer
breaches Section 8(e).


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


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


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



 15
 









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


10.           Conflicting Agreements.  Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations
hereunder will not breach or be in conflict with any other agreement to which
he is a party or is bound, and that he is not now subject to any covenants
against competition or similar covenants which would affect the performance of
his obligations hereunder.


11.           No Duplication of Payments.  Executive shall not be entitled to receive
duplicate payments under any of the provisions of this Agreement.  For example and for illustration purposes
only, Section 3(c) of this Agreement provides, among other things, that (i) the
Executive will be granted shares of restricted stock or OP Units in accordance
with and subject to definitive documentation (the “Definitive Documentation”)
and (ii) the Employer shall pay Executive the Gross-Up Amount with respect to
such shares of restricted stock or OP Units upon certain dates (such provision in
clause (ii) above, a “Gross-Up Payment Provision”).  If the Definitive Documentation also contains
a Gross-Up Payment Provision, the Executive shall be entitled to receive
payment of the Gross-Up Amount only one (1) time pursuant to either this
Agreement or the Definitive Documentation and shall not be entitled to receive
duplicate payments under this Agreement.


12.           Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand and or sent by prepaid telex, cable or other electronic devices or
sent, postage prepaid, by registered or certified mail or telecopy or overnight
courier service and shall be deemed given when so delivered by hand, telexed,
cabled or telecopied, or if mailed, three days after mailing (one business day
in the case of express mail or overnight courier service), as follows:


	
  

  	
  (a)

  	
  if to Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
  Gregory F. Hughes, 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
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Clifford Chance US LLP

  
	
   

  	
  200 Park Avenue

  
	
   

  	
  New York, New York
  10166

  
	
   

  	
  Attention: Larry
  Medvinsky

  



 



 16
 









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


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


14.           Severability.  If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstances shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion hereof) or the application of such provision
to any other persons or circumstances.


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


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


17.           Counterparts.  This Agreement may be executed in one or
more  counterparts, all of which shall be
considered one and the same  agreement,
and shall become effective when one or more such  counterparts have been signed by each of the
parties and  delivered to the other
party.


18.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York  applicable to agreements made and to be
performed entirely within  such State,
without regard to the conflicts of law principles of  such State.


19.           Choice of Venue.  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.


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



 17
 









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


21.           Section 409A.  To the extent required by Section 409A of the
Code and regulations thereunder to avoid imposition of the 20% additional tax,
as determined by the Employer in good faith in consultation with its legal
counsel, the payments described in Section 7 will be delayed until six (6)
months after the Termination Date or such longer period of time as the Employer
so determines is necessary to avoid imposition of such additional tax; provided
that such payments accrue from the Termination Date and all accrued payments
and/or benefits will not be delayed for more than nine (9) months after the
Termination Date without the consent of Executive.  Any payments delayed pursuant to this Section
shall bear interest at the simple rate of 5% per annum.


22.           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.


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


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



 18















IN
WITNESS WHEREOF, this Agreement is entered into as of the date and year first
written above, and is being executed on April 16, 2007.


 


	
  

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARC HOLLIDAY

  
	
   

  	
   

  	
  Name: Marc Holliday

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ GREGORY F. HUGHES

  	
   

  	
   

  
	
  Name: Gregory F. Hughes