Exhibit
10.4


EMPLOYMENT AND NONCOMPETITION AGREEMENT


This
EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 16th
day of April, 2007, between Andrew Levine (“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”), to be effective as
of January 1, 2007 (the “Effective Date”).


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


2.             Employment and Duties.


(a)           Duties. 
During the Employment Period, Executive shall be employed in the
business of the Employer and its affiliates.  Executive shall serve the Employer as a senior
corporate executive and shall have the title of Chief Legal Officer and General
Counsel of the Employer.  Executive will
report to the Chief Executive Officer of the Employer.  Executive’s duties and authority shall be those
as would normally attach to Executive’s position as Chief Legal Officer and
General Counsel, including such duties and responsibilities as are customary
among persons employed in similar capacities for similar companies, and as set forth in the By-laws of the Employer
and as otherwise established from time to time by the Board of Directors of the
Employer (the “Board”) and the Chief Executive Officer of the Employer, but in
all events such duties shall be commensurate with his position as Chief Legal
Officer and General Counsel 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 $350,000 per annum during the Employment Period (“Base Salary”).  Base Salary shall be payable bi-weekly in
accordance with the Employer’s normal business practices and shall be reviewed
by the Board or Compensation Committee of the Board at least annually.


(b)           Incentive Compensation/Bonuses.  In
addition to Base Salary, during the Employment Period, Executive shall be
eligible for and shall receive, upon approval of the Board or Compensation
Committee of the Board, such discretionary annual bonuses as the Employer, in
its sole discretion, may deem appropriate to reward Executive for job
performance.  In addition, Executive
shall be eligible to participate in any other bonus or incentive compensation
plans in effect with respect to senior executive officers of the Employer, as the
Board or Compensation Committee of the Board, in its sole discretion, may deem
appropriate to reward Executive for job performance.  It is
expressly understood that, with respect to the awards made to Executive
pursuant to the SL Green Realty Corp. 2003 Long-Term Outperformance
Compensation Program, as amended December 2003 (the “2003 Outperformance Plan”),
the SL Green Realty Corp. 2005 Long-Term Outperformance Plan Award Agreement,
dated as of March 15, 2006 (the “2005 Outperformance Plan”) and the SL Green
Realty Corp. 2006 Long-Term Outperformance Plan Award Agreement, dated as of
October 23, 2006 (the “2006 Outperformance
Plan” and together with the 2003 Outperformance Plan and 2005 Outperformance
Plan, the “Outperformance Plans”), the provisions of the Outperformance Plans,
as amended from time to time, and not the provisions of this Agreement shall
govern in accordance with their terms, except: (i) to the extent the provisions
of this Agreement are specifically referred to or incorporated into the Outperformance
Plans and (ii) as specifically provided otherwise in this Agreement.


(c)           Equity Awards. 
As determined by the Board or Compensation Committee of the Board, in
its sole discretion, Executive shall be eligible to participate in the Employer’s
then current equity incentive plan (the “Plan”), which authorizes the grant of
stock options and stock awards of the Employer’s common stock (“Common Stock”),
LTIP Units (“LTIP Units”) in SL Green Operating Partnership, L.P. (the “OP”)
and other equity-based awards.  Executive
will be granted 14,000 shares of restricted Common Stock or, at the Employer’s
option, Class A Units (“OP Units”) in the OP, on June 1, 2007, in accordance
with and subject to definitive documentation which is consistent with the terms
summarized on Exhibit A hereto and which is otherwise consistent with
the Employer’s general practices for documentation.  In addition, the Employer shall pay to
Executive an amount equal to the dividends and distributions that Executive
would have received with respect to the 14,000 shares of restricted Common
Stock or OP Units to be issued under this Section 3(c) in respect of all
dividends and distributions having a record date prior to the issuance date of
such shares or OP Units and on or after January 1, 2007.  With respect to each such dividend or
distribution, this payment shall be made on the later of (i) the date hereof or
(ii) the payment date established for all stockholders or unitholders for such
dividend or distribution.  In addition,
the Employer shall pay Executive an additional cash amount (the “Full Value
Gross-Up Amount”) with respect to the shares of restricted Common Stock
or OP Units granted pursuant to this Section 3(c), intended to serve generally
as a tax gross-up, upon each date on which any of such shares or OP Units vest,
equal to 40% of the value of such shares 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 



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


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


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


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


(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 



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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 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.



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(b)           Termination by
Executive.


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


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


(A)          a material change in duties,
responsibilities, status or positions with the Employer that does not represent
a promotion from or maintaining of Executive’s duties, responsibilities, status
or positions, except in connection with the termination of Executive’s
employment for Cause, disability, retirement or death;


(B)           a failure by the Employer to
pay compensation when due in accordance with the provisions of Section 3, which
failure has not been cured within 5 business days after the notice of the
failure (specifying the same) has been given by Executive to the Employer;


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


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


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


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


(G)           a material reduction in
Executive’s benefits under any benefit plan (other than an equity award
program) compared to those currently received (other than in connection with
and proportionate to the reduction of the benefits received by all or most
senior executives or undertaken in order to maintain such plan in compliance
with any federal, state or local law or regulation governing benefits plans,
including, but not limited to, the Employment Retirement Income Security Act of
1974, shall not constitute Good Reason for the purposes of this Agreement); or


(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.



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


(iii)          Without Good
Reason.  Executive shall have the
right to terminate his employment hereunder without Good Reason, subject to the
terms and conditions of this Agreement.


(c)           Definitions.  The following terms shall be defined as set
forth below.


(i)            A “Change-in-Control”
shall be deemed to have occurred if:


(A)          any Person, together
with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2
under the Securities Exchange Act of 1934 (the “Exchange Act”)) of such Person,
shall become the “beneficial owner” (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Employer
representing 25% or more of either (1) the combined voting power of the
Employer’s then outstanding securities having the right to vote in an election
of the Board (“Voting Securities”) or (2) the then outstanding shares of
all classes of stock of the Employer (in either such case other than as a
result of the acquisition of securities directly from the Employer); or


(B)           the members of the
Board at the beginning of any consecutive 24-calendar-month period commencing
on or after the date hereof (the “Incumbent Directors”) cease for any reason
other than due to death to constitute at least a majority of the members of the
Board; provided that any director whose election, or nomination for election by
the Employer’s stockholders, was approved by a vote of at least a majority of
the members of the Board then still in office who were members of the Board at
the beginning of such 24-calendar-month period, shall be deemed to be an
Incumbent Director; or


(C)           the stockholders of
the Employer shall approve (1) any consolidation or merger of the Employer or
any subsidiary that would result in the Voting Securities of the Employer
outstanding immediately prior to such merger or consolidation representing
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) less than 50% of the total voting power of the voting
securities of the surviving entity outstanding immediately after such merger or
consolidation or ceasing to have the power to elect at least a majority of the
board of directors or other governing body of such surviving entity, (2) any
sale, lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Employer, if the shareholders of the
Employer and unitholders of the OP taken as a whole and considered as one class
immediately before such transaction own, immediately after consummation of such
transaction, equity securities and partnership units possessing less than 50%
percent of the surviving or acquiring company and partnership taken as a whole
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 



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stock or other Voting Securities outstanding,
increases (x) the proportionate number of shares of stock of the Employer
beneficially owned by any Person to 25% or more of the shares of stock then
outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any Person to 25% or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that
if any Person referred to in clause (x) or (y) of this sentence shall
thereafter become the beneficial owner of any additional stock of the Employer
or other Voting Securities (other than pursuant to a share split, stock
dividend, or similar transaction), then a “Change-in-Control” shall be deemed
to have occurred for purposes of the foregoing clause (A).


(ii)           “Person” shall have
the meaning used in Sections 13(d) and 14(d) of the Exchange Act; provided
however, that the term “Person” shall not include (A) Executive or (B) the
Employer, any of its subsidiaries, or any trustee, fiduciary or other person or
entity holding securities under any employee benefit plan of the Employer or
any of its subsidiaries.  In addition, no
Change-in-Control shall be deemed to have occurred under clause (i)(A) above by
virtue of a “group” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becoming a beneficial owner as described in such clause, if any
individual or entity described in clause (A) or (B) of the foregoing sentence
is a member of such group.


(d)           Notice of Termination.  Any termination of Executive’s employment by
the Employer or by Executive (other than on account of death) shall be communicated
by written Notice of Termination to the other party hereto in accordance with
Section 12 of this Agreement.  For
purposes of this Agreement, a “Notice of Termination” shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and, as applicable, shall set forth in reasonable detail the fact and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated. 
Executive’s employment shall terminate as of the effective date
set forth in the Notice of Termination (the “Termination Date”), which date
shall not be more than thirty (30) days after the date of the Notice of
Termination.  For avoidance of doubt, a
notice of non-renewal pursuant to Section 1 shall not be considered a Notice of
Termination.


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


(a)           Termination By
Employer Without Cause or By Executive With Good Reason.  If (i) Executive is terminated by the
Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive
shall terminate his employment hereunder with Good Reason pursuant to Section
(6)(b)(ii) above, then the Employment Period shall terminate as of the
Termination Date and Executive shall be entitled to the following payments and
benefits, subject
to Executive’s execution of a mutual release agreement with the Employer in
form and substance reasonably satisfactory to Executive and the Employer,
whereby, in general, each party releases the other from all claims such party
may have against the other party (other than (A) claims against the Employer
relating to the Employer’s obligations under this Agreement and certain other
specified agreements arising in connection with or after Executive’s
termination, including, without limitation, Employer’s obligations hereunder to
provide severance payments and benefits and 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 



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effect on the Employer, or
any other claims that may not be released by the Employer under applicable law)
(the “Release Agreement”), which the Employer shall execute within five (5)
business days after such execution by Executive, and the effectiveness and
irrevocability of the Release Agreement with respect to Executive (with the
date of such effectiveness and irrevocability being referred to herein as the “Release
Effectiveness Date”):


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


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


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



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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 the
date hereof shall remain exercisable until the second January 1 to follow the
Termination Date or, if earlier, the expiration of the initial applicable term
stated at the time of the grant.  In addition, the Employer shall pay Executive
an additional cash amount (the “Gross-Up Amount”) with respect to any
shares of restricted stock, OP Units or LTIP Units that vest on the Release Effectiveness Date, intended
to serve generally as a tax gross-up: 
(A) equal to the Full Value Gross-Up Amount with respect to any such
shares of restricted stock or OP Units and (B) upon the date on which such LTIP Units (or the securities into
which such LTIP Units are convertible) are redeemed or exchanged in a taxable
transaction, an amount equal to 20% of the lesser of (I) the value of such LTIP
Units on the Release Effectiveness Date or (II) the value of such LTIP Units
(or other securities into which the LTIP Units were convertible) on the date of
such taxable transaction, assuming for purposes of clauses (I) and (II) that
the value of each LTIP Unit is equal to the value of one share of Common Stock
(as adjusted for any changes in the Conversion Factor (as defined in the
partnership agreement of the OP)); provided that, in the event that the
Employer determines on or prior to the vesting of such LTIP Units that such
LTIP Units are taxable upon vesting in the same manner as restricted shares of
Common Stock would have been, the Employer shall pay Executive upon the Release
Effectiveness Date, an amount equal to 40% of the value of the LTIP Units
included in Executive’s taxable income on such date in lieu of the payment
otherwise due under clause (B) above. 
For avoidance of doubt, the provisions of this Section 7(a)(iv) shall
not apply to grants made under the Outperformance Plans, which shall be
governed by their terms as in effect from time to time and the provisions of
Section 7(a)(iii) above.


(v)           In the event such
termination occurs in connection with or within eighteen (18) months after a
Change-in-Control then, in addition to the payments and benefits set forth
above (or, as specifically cited below, in lieu of such payments and
benefits):  (A) the Employer shall
provide to Executive outplacement benefits provided by a nationally-recognized
outplacement firm of Executive’s selection, for a period of up to two (2) years
following the Termination Date (such benefits are not to exceed 25% of the
Average Annual Base Salary), (B) in lieu of the severance payment set forth in
Section 7(a)(ii), Executive shall receive as severance pay and in lieu of any
further compensation for periods subsequent to the Termination Date, in a
single payment on the Release Effectiveness Date, an amount in cash equal to two (2)
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 



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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 six (6) 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 six (6) 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 the
date hereof 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.



 10















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


(d)           Termination by Reason of Disability.  In the event that Executive’s employment
terminates due to his disability as defined in Section 6(a)(ii) above,
Executive shall be entitled to the following payments and benefits, subject to
Executive’s execution of the Release Agreement, which Release Agreement the
Employer shall execute within five (5) business days after such execution by
Executive, and the effectiveness and irrevocability of the Release Agreement
with respect to Executive:


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


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


(iii)          Executive shall
continue to receive all benefits described in Section 3(f) existing on the
Termination Date for a period of thirty-six (36) months after the Termination
Date, subject to the terms and conditions upon which such benefits may be
offered to continuing senior executives from time to time.  For purposes of the application of such
benefits, Executive shall be treated as if he had remained in the employ of the
Employer with a Base Salary at the rate in effect on the date of termination.  Notwithstanding the foregoing, (A) nothing in
this Section 7(d)(iii) shall restrict the ability of the Employer to amend or
terminate the plans and programs governing the benefits described in Section
3(f) from time to time in its sole discretion so long as it does so for all
senior executives of the Employer, and (B) the Employer shall in no event be
required to provide any benefits otherwise required by this Section 7(d)(iii)
after such time as Executive becomes entitled to receive benefits of the same
type from another employer or recipient of Executive’s services (such
entitlement being determined without regard to any individual waivers or other
similar arrangements).


(iv)          Executive shall be credited with six
(6) 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 six (6) 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 



 11
 









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 the date hereof shall remain vested
and exercisable until the earlier of (A) the date on which the term of such
stock options otherwise would have expired, or (B) the second January 1 after
the Termination Date.  In addition, the
Employer shall pay Executive the Gross-Up Amount with respect to any shares of
restricted stock, OP Units or LTIP Units that vest on the Release Effectiveness
Date.  For avoidance of doubt, the
provisions of this Section 7(d)(iv) shall not apply to (1) grants made under
the Outperformance Plans, which shall be governed by their terms as in effect
from time to time and (2) option grants made under the 1997 Plan, which such options shall become fully vested and
exercisable on the date of Executive’s termination due to such disability in
accordance with their terms as currently in effect.


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


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


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


8.              Confidentiality; Prohibited
Activities.  Executive and the
Employer recognize that due to the nature of his employment and relationship
with the Employer, Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the
business and operations of the Employer. 
Executive acknowledges that (i) such information is valuable to the
business of the Employer, (ii) disclosure to, or use for the benefit of, any
person or entity other than the Employer, would cause irreparable damage to the
Employer, (iii) the principal businesses of the Employer are the acquisition,
development, management, leasing or financing of any office real estate
property, including 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 



 12
 









render his services special,
unique and extraordinary.  In recognition
that the goodwill and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy
or diminish the value of the Employer, and in consideration of the compensation
(including severance) arrangements hereunder, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by
Executive, Executive agrees as follows:


(a)           Confidentiality. 
During the term of this Agreement (including any renewals), and at all
times thereafter, Executive shall maintain the confidentiality of all
confidential or proprietary information of the Employer (“Confidential
Information”), and, except in furtherance of the business of the Employer or as
specifically required by law or by court order, he shall not directly or
indirectly disclose any such information to any person or entity; nor shall he
use Confidential Information for any purpose except for the benefit of the
Employer.  For purposes of this
Agreement, “Confidential Information” includes, without limitation:  client or customer lists, identities,
contacts, business and financial information (excluding those of Executive
prior to employment with Employer); investment strategies; pricing information
or policies, fees or commission arrangements of the Employer; marketing plans,
projections, presentations or strategies of the Employer; financial and budget
information of the Employer; new personnel acquisition plans; and all other
business related information which has not been publicly disclosed by the Employer.  This restriction shall apply regardless of
whether such Confidential Information is in written, graphic, recorded,
photographic, data or any machine readable form or is orally conveyed to, or
memorized by, Executive.


(b)           Prohibited Activities.  Because Executive’s services to the Employer
are essential and because Executive has access to the Employer’s Confidential
Information, Executive covenants and agrees that:


(i)            during the Employment Period, and
for the one-year period following the termination of Executive by either party
for any reason other than (A) non-renewal at the expiration of the Original
Term or any Renewal Term or (B) termination by the Employer without Cause or Executive with Good
Reason in connection with or within eighteen (18) months after a
Change-in-Control, Executive will not, anywhere in the United States, without the prior written consent
of the Board which shall include the unanimous consent of the Directors other
than any other officer of the Employer, directly or indirectly (individually,
or through or on behalf of another entity as owner, partner, agent, employee,
consultant, or in any other capacity), engage, participate or assist, as an
owner, partner, employee, consultant, director, officer, trustee or agent, in
any element of the Business, subject, however, to Section 8(c) below;
and


(ii)           during the Employment Period, and
during (x) in the case of clause (A) below, the two-year period following the
termination of Executive by either party for any reason (including the
expiration of the term of the Agreement) other than a termination in connection with
or within eighteen (18) months after a Change-in-Control that constitutes a
termination either by the Employer without Cause or by Executive with Good
Reason, or (y) the one-year period following such termination in the
case of clause (B) below, Executive will not, without the prior written consent
of the Board which shall include the 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 



 13
 









or damage the Business of the Employer, or
its relationships with any client, supplier or other business relationship of
the Employer.  For purposes of this
subsection, the term “employee” means any individual who is an employee of or
consultant to the Employer (or any affiliate) during the six-month period prior
to Executive’s last day of employment.


(c)           Other Investments/Activities.  Notwithstanding anything contained herein to
the contrary, Executive is not prohibited by this Section 8 from making
investments (i) expressly disclosed to the Employer in writing before the date
hereof; (ii) solely for investment purposes and without participating in the
business in which the investments are made, in any entity that engages,
directly or indirectly, in the acquisition, development, construction,
operation, management, financing or leasing of office real estate properties,
regardless of where they are located, if (x) Executive’s aggregate investment
in each such entity constitutes less than one percent of the equity ownership
of such entity, (y) the investment in the entity is in securities traded on any
national securities exchange or the National Association of Securities Dealers,
Inc. Automated Quotation System, and (z) Executive is not a controlling person
of, or a member of a group which controls, such entity; or (iii) if the
investment is made in (A) assets other than Competing Properties or (B) any
entity other than one that is engaged, directly or indirectly, in the
acquisition, development, construction, operation, management, financing or
leasing of Competing Properties.  For
purposes of this Agreement, a “Competing Property” means an office real estate
property:  (i) located outside of New
York City, unless the property (A) is not an appropriate investment opportunity
for the Employer, (B) is not directly competitive with the Businesses of the
Employer and (C) has a fair market value at the time Executive’s investment is
made of less than $25 million, or (ii) located in New York City.  Additionally, during the Employment Period,
for so long as either:  (i) GKK is
externally advised by the Employer or a direct or indirect majority owned
subsidiary of the Employer (and is not self-managed) or (ii) the Employer
directly or indirectly owns securities representing 20% or more of the
outstanding common equity of GKK, and unless and until otherwise determined by
the Board, Executive shall be permitted to serve as an officer of GKK
notwithstanding anything to the contrary contained in this Section 8.


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


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



 14
 









Section shall prohibit either the Employer or
Executive from testifying truthfully in any legal or administrative proceeding.


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


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


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


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


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 



 15
 









and the procedures of the
American Arbitration Association.  The
determination of the arbitrator(s) shall be conclusive and binding on the
Employer (or its affiliates, where applicable) and Executive and judgment may
be entered on the arbitrator(s)’ award in any court having jurisdiction.


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


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


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


(a)           if to Executive:


Andrew Levine, 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:  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.



 16
 









 


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


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


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


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


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


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


19.           Choice of Venue.  Subject to the provisions of Section 9,
Executive agrees to submit to the jurisdiction of the United States District
Court for the Southern  District of New
York or the Supreme Court of the State of New 
York, New York County, for the purpose of any action to enforce any of
the terms of this Agreement.


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



 17
 









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


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


22.           Entire Agreement.  This Agreement contains the entire agreement
and understanding between the parties hereto with  respect to the subject matter hereof and
supersedes all prior  agreements and understandings
relating to such subject matter.  The
parties hereto shall not be liable or bound to any other  party in any manner by any representations,
warranties or covenants relating to such subject matter except as specifically
set forth herein.


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


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



 18














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


 


	
  

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARC HOLLIDAY

  	
   

  
	
   

  	
   

  	
  Name:Marc Holliday

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ ANDREW
  LEVINE

  	
   

  	
   

  
	
  Name: Andrew
  Levine