Exhibit
10.2


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 Andrew Mathias (“Executive”)
and SL Green Realty Corp., a Maryland corporation with its principal place of
business at 420 Lexington Avenue, New York, New York 10170 (the “Employer”),
and hereby amends and restates, to be effective as of January 1, 2007 (the “Effective
Date”), that certain Employment and Noncompetition Agreement, dated as of
January 1, 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 four (4) years from the Effective
Date and, unless earlier terminated as provided in Section 6 below, shall
terminate on the fourth (4th) anniversary of
the Effective Date (the “Original Term”); provided that the Original
Term shall be reduced by six (6) months in the event that Marc Holliday does
not remain employed by the Employer as the Chief Executive Officer as of
January 18, 2010.  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 President and Chief Investment Officer of the
Employer.  Executive will report to the
Chief Executive Officer of the Employer. 
Executive’s duties and authority shall be those as would normally
attach to Executive’s position as President and Chief Investment Officer,
including such duties and responsibilities as are customary among persons
employed in similar capacities for similar companies, and as set forth in the By-laws of the Employer
and as otherwise established from time to time by the Board of Directors of the
Employer (the “Board”) and the Chief Executive Officer of the Employer, but in
all events such duties shall be commensurate with his position as President and
Chief Investment Officer of the Employer.


(b)           Best Efforts. 
Executive agrees to his employment as described in this Section 2 and
agrees to devote substantially all of his business time and efforts to the
performance of his duties under this Agreement, except as otherwise approved by
the Board; provided, however, that nothing herein shall be interpreted to
preclude Executive, so long as there is no material interference with his
duties hereunder, from (i) participating as an officer or director of, or
advisor to, any charitable or other tax exempt 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 first three years of the Employment
Period and $550,000 per annum thereafter (“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 68,000 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; and the vesting provisions applicable to Executive’s
existing outstanding 14,000 restricted shares granted pursuant to the Prior
Employment Agreement which have not yet vested (the “Restricted Shares”) shall
as of the date hereof be as summarized on such Exhibit A (and the
definitive documentation therefor shall be amended accordingly).  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 68,000 shares of restricted Common
Stock or OP Units to be issued under this Section 3(c) 



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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 Restricted Shares and 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 or OP Units included in Executive’s taxable
income on such date.


(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.



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


(h)           Other Benefits.  During the Employment Period, the Employer
shall provide to Executive such other benefits, as generally made available to
other senior executives of the Employer; 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; (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 



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such violation by the Board or the Chief
Executive Officer; 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 determined based on the financial performance
(including without limitation the performance of the stock) of the Employer).


(iv)          Without
Cause.  Executive’s employment
hereunder may be terminated by the Employer at any time with or without Cause
(as defined in Section 6(a)(iii) above), by the Chief Executive Officer of the
Employer or a majority vote of all of the members of the Board upon written
notice to Executive, subject only to the severance provisions specifically set
forth in Section 7.


(b)           Termination by Executive.


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


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


(A)          a material change in duties, responsibilities,
status or positions with the Employer that does not represent a promotion from
or maintaining of Executive’s duties, responsibilities, status or positions
(which, so long as Executive is the President of the Employer, shall include
the appointment of another person as co-President of the Employer), except in
connection with the termination of Executive’s employment for Cause,
disability, retirement or death;


(B)           a failure by the Employer to pay compensation when
due in accordance with the provisions of Section 3, which failure has not been
cured within 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;



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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 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 



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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 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, 



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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, 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



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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) 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 



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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.


(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



 10















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:


(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



 11
 









 


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


(iv)          Executive shall be
credited with twelve (12) months after termination under any provisions
governing restricted stock, 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 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 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)            Non-Renewal.  In general, the failure to extend the
Employment Period for any Renewal Term will not be deemed a termination of
employment by either the Employer or Executive subject to the provisions of
Section 7(a)-(d) above.  However, in the
event that the Original Term is reduced by six (6) months in accordance with
Section 1 and Executive’s



 12
 









 


employment
with the Employer is terminated for any reason as of the end of the Original
Term, then, to the extent to which such termination date falls within a vesting
period for any restricted stock, OP Units, LTIP Units, options or other
equity-based awards granted to Executive by the Employer, then 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 upon such termination, 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 upon such termination.  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 upon such termination.  For
avoidance of doubt, the provisions of this Section 7(f) (other than the acceleration of time-based vesting provided for herein
(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.


(g)           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 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

  



 



 13
 









 


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 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



 14
 









 


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 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.



 15
 









 


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.


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



 16
 









 


“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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  if to the Employer:

  
	
   

  	
   

  
	
   

  	
  SL Green Realty Corp.

  
	
   

  	
  420 Lexington Avenue

  
	
   

  	
  New York, New York
  10170

  
	
   

  	
  Attn: General Counsel
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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



 17
 









 


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 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



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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.



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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/ ANDREW MATHIAS

  	
   

  
	
  Name: Andrew Mathias