Exhibit
10.1


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 Marc Holliday (“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 (the “Prior
Employment Agreement’).


1.     Term.  The term of this Agreement shall commence on
January 1, 2004 and, unless earlier terminated as provided in Section 6 below,
shall terminate on January 17, 2010 (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 three months’
written notice of non-renewal.  The
period of Executive’s employment hereunder consisting of the Current 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 Executive Officer
(“CEO”) of the Employer and, for so long as so elected, member of the Board of
Directors of the Employer (the “Board”). 
Executive, as CEO, shall be principally responsible for all decision-making
with respect to the Employer (including with respect to the hiring and
dismissal of subordinate executives), subject to supervision in the ordinary
course by the Chairman of the Board or by the Board, it being expressly
understood and agreed that Executive will consult frequently with the Chairman
and that the Chairman may take an active role in working with Executive to
develop the policies of the Company. 
Executive’s duties and authority shall be as further set forth in the
By-laws of the Employer and as otherwise established from time to time by the
Board, but in all events such duties shall be commensurate with his position as
CEO 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 of Directors of the
Employer (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 Board.


(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 $600,000 per annum during the Employment
Period (“Base Salary”).  Base Salary
shall be adjusted upwards by the Board, at least once every two years, to
correspond to increases (if any) in the New York City metropolitan area
Consumer Price Index.  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.  Upon the execution of the Prior Employment
Agreement, (i) Executive was granted a signing bonus of 95,000 restricted
shares of the Employer’s common stock (“Common Stock”) which were vested upon
grant and which were subject to a prohibition from any disposition, alienation,
etc. for a period of two years from the date of grant, and (ii) the Employer
paid Executive an additional cash amount, intended to serve generally as a tax
gross-up equal to 40% of the value of the shares then included in Executive’s
taxable income.  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)   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 (the
“Plan”), which authorizes the grant of stock options and stock awards of the
Common Stock, LTIP Units (“LTIP Units”) in SL Green Operating 



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Partnership,
L.P. (the “OP”) and other equity-based awards. 
The Board shall review Executive’s level of participation during the
fourth quarter of each fiscal year.


(d)   Other Equity Awards.  Executive was granted 175,000 restricted
shares of Common Stock, effective as of January 1, 2004, in accordance with and
subject to definitive documentation which is consistent with the terms
summarized on Exhibit A hereto and which was otherwise consistent with the
Employer’s general practices for documentation contemplated by the Plan; and
the vesting provisions applicable to Executive’s existing outstanding 127,500
restricted shares which had not yet vested as of the date of the Prior
Employment Agreement are as of January 1, 2004 as summarized on such Exhibit A
(and the definitive documentation thereunder has been and is amended
accordingly).  In addition, (i) the
Employer shall pay Executive an additional cash amount, intended to serve
generally as a tax gross-up, upon each date on which any such restricted shares
vest and become taxable, equal to 40% of the value of the shares included in
Executive’s taxable income on such date and (ii) Executive will receive the full cash dividends attributable to all
nonforfeited shares of restricted stock, regardless of whether such shares have
become vested on the record date for such dividends.


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


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


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


(h)   Certain 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. 
In addition, the Employer shall maintain life insurance for the benefit
of Executive’s beneficiaries in a face amount equal to $10,000,000; provided,
however, that such coverage shall only be required if available to the Employer
at reasonable rates; and provided, further, that Executive cooperates as
reasonably requested by the Employer in the Employer’s efforts to obtain such
insurance.  If such insurance is not
available at reasonable rates, then the Employer shall provide such coverage on
a self-insured basis, at a cost to the Employer not to exceed the amount
Executive would receive upon a termination by the Employer without Cause (as
defined in Section 6(a)(iii) below) within eighteen (18) months after a
Change-in-Control under Section 7(a)(v).



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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 from time to time regarding the performance of his duties
and to carry out and perform orders, directions and policies communicated to
him from time to time by the Board, so long as same are otherwise consistent
with this Agreement.


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


(a)   Termination by the Employer.


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


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


(iii)          Cause.  The Employer may terminate Executive’s
employment hereunder for Cause by a majority vote of all members of the Board, excluding
the vote of Executive.  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 30 days after written notice of such
violation by the Board; or (F) 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 



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determined
based on the financial performance (including without limitation the
performance of the stock) of the Employer).


(iv)          Without Cause.  Executive’s employment hereunder may be
terminated by the Employer at any time with or without Cause (as defined in
Section 6(a)(iii) above), by a vote of
two-thirds or more of all of the members of the Board (not taking into account
Executive as a member 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 CEO
of the Employer, shall include the appointment of another person as co-CEO 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 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 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;



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(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


(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 



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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 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 



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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 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, Class A Units (“OP Units”) in the OP, 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 



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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 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 January 1, 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) upon the Release Effectiveness Date,
equal to 40% of the value of such restricted shares or OP Units included in
Executive’s taxable income on such date 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



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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 three (3) 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.


(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 



 10
 









of
Executive’s death) and the denominator of which is 365); provided that the
amount of any prorated annual cash bonus payable hereunder shall be reduced
dollar-for-dollar by the amount received by Executive’s beneficiaries under the
life insurance (or self-insurance) provided pursuant to the second and third
sentences of Section 3(h).


(ii)           Executive shall be credited with
twenty-four (24) 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 twenty-four (24) 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 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 January 1, 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:



 11
 









 


(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
twenty-four (24) 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 twenty-four (24) 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 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 January 1, 2004 shall
remain vested and exercisable until the earlier of (A) the date on which the
term of such stock options 



 12
 









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 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 



 13
 









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
(x) for the 18 month period following the termination of Executive by either
party for any reason other than by Executive without Good Reason under Section
6(b)(iii), or (y) for the 24-month period following termination by Executive
without Good Reason, 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 Term
terminates upon or after the scheduled expiration of the term of this Agreement
(including any renewals) without any early termination under Section 6, the
restrictions of this Section 8(b)(i) shall apply for one year (rather than 18
months) following the termination of Executive; 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 unanimous consent of the Directors who are not
officers of the Employer, directly or 



 14
 









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, except that Executive may
retain a copy of his Rolodex or other similar contact list.



 15
 









 


(e)   No Disparagement.  For one year following termination of
Executive’s employment for any reason, Executive shall not intentionally
disclose or cause to be disclosed any negative, adverse or derogatory comments
or information about (i) the Employer and its parent, affiliates or
subsidiaries, if any; (ii) any product or service provided by the Employer and
its parent, affiliates or subsidiaries, if any; or (iii) the Employer’s and its
parent’s, affiliates’ or 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



 16
 









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.


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(d) of this Agreement provides, among
other things, that (i) the Executive was granted restricted shares of Common
Stock, effective as of January 1, 2004, 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 restricted shares
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:


Marc
Holliday, 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



 17
 









 


With
a copy to:


Clifford
Chance US LLP


200
Park Avenue


New
York, New York  10166


Attention:  Larry Medvinsky


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 



 18
 









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



 19















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

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  /s/ MARC HOLLIDAY

  	
   

  	
   

  	 

	
  Marc Holliday