Exhibit 10.14
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of the 1st
day of January, 2004 between Marc Holliday ("Executive") and SL Green Realty
Corp., a Maryland corporation with its principal place of business at 420
Lexington Avenue, New York, New York 10170 (the "Employer"), and amends in its
entirety and (subject to Section 3(i)) completely restates that certain
employment agreement between Executive and the Employer dated as of January 1,
2001.
1.
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON JANUARY 1, 2004 AND,
UNLESS EARLIER TERMINATED AS PROVIDED IN SECTION 6 BELOW, SHALL TERMINATE ON
JANUARY 17, 2010 (THE "CURRENT TERM"); PROVIDED, HOWEVER, THAT SECTIONS 4 AND 8
(AND ANY ENFORCEMENT OR OTHER PROCEDURAL PROVISIONS HEREOF AFFECTING SECTIONS 4
AND 8) HEREOF SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AS PROVIDED
THEREIN.
THE CURRENT TERM SHALL AUTOMATICALLY BE EXTENDED FOR SUCCESSIVE
ONE-YEAR PERIODS (EACH, A "RENEWAL TERM"), UNLESS EITHER PARTY GIVES THE OTHER
PARTY AT LEAST THREE MONTHS' WRITTEN NOTICE OF NON-RENEWAL.
THE PERIOD OF
EXECUTIVE'S EMPLOYMENT HEREUNDER CONSISTING OF THE CURRENT TERM AND ALL RENEWAL
TERMS, IF ANY, IS HEREIN REFERRED TO AS THE "EMPLOYMENT PERIOD."
2.
EMPLOYMENT AND DUTIES.
(A)
DUTIES.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE EMPLOYED IN THE
BUSINESS OF THE EMPLOYER AND ITS AFFILIATES.
EXECUTIVE SHALL SERVE THE EMPLOYER
AS A SENIOR CORPORATE EXECUTIVE AND SHALL HAVE THE TITLE OF CHIEF EXECUTIVE
OFFICER ("CEO") AND PRESIDENT OF THE EMPLOYER AND, FOR SO LONG AS SO ELECTED,
MEMBER OF THE BOARD OF DIRECTORS OF THE EMPLOYER (THE "BOARD").
EXECUTIVE, AS
CEO AND PRESIDENT, SHALL BE PRINCIPALLY RESPONSIBLE FOR ALL DECISION-MAKING WITH
RESPECT TO THE EMPLOYER (INCLUDING WITH RESPECT TO THE HIRING AND DISMISSAL OF
SUBORDINATE EXECUTIVES), SUBJECT TO SUPERVISION IN THE ORDINARY COURSE BY THE
CHAIRMAN OF THE BOARD OR BY THE BOARD, IT BEING EXPRESSLY UNDERSTOOD AND AGREED
THAT EXECUTIVE WILL CONSULT FREQUENTLY WITH THE CHAIRMAN AND THAT THE CHAIRMAN
MAY TAKE AN ACTIVE ROLE IN WORKING WITH EXECUTIVE TO DEVELOP THE POLICIES OF THE
COMPANY.
EXECUTIVE'S DUTIES AND AUTHORITY SHALL BE AS FURTHER SET FORTH IN THE
BY-LAWS OF THE EMPLOYER AND AS OTHERWISE ESTABLISHED FROM TIME TO TIME BY THE
BOARD, BUT IN ALL EVENTS SUCH DUTIES SHALL BE COMMENSURATE WITH HIS POSITION AS
CEO AND PRESIDENT OF THE EMPLOYER.
(B)
BEST EFFORTS.
EXECUTIVE AGREES TO HIS EMPLOYMENT AS DESCRIBED IN THIS
SECTION 2 AND AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND
EFFORTS TO THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT, EXCEPT AS
OTHERWISE APPROVED BY THE BOARD OF DIRECTORS OF THE EMPLOYER (THE "BOARD");
PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE INTERPRETED TO PRECLUDE
EXECUTIVE, SO LONG AS THERE IS NO MATERIAL INTERFERENCE WITH HIS DUTIES
HEREUNDER, FROM (I) PARTICIPATING AS AN OFFICER OR DIRECTOR OF, OR ADVISOR TO,
ANY CHARITABLE OR OTHER TAX-EXEMPT ORGANIZATIONS OR OTHERWISE ENGAGING IN
CHARITABLE, FRATERNAL OR TRADE GROUP ACTIVITIES; (II) INVESTING AND MANAGING HIS
ASSETS AS A PASSIVE INVESTOR IN OTHER ENTITIES