AND
REGULATIONS THEREUNDER TO AVOID IMPOSITION OF THE 20% ADDITIONAL TAX, AS
DETERMINED BY THE EMPLOYER IN GOOD FAITH IN CONSULTATION WITH ITS LEGAL COUNSEL,
THE PAYMENTS DESCRIBED IN SECTION 7 WILL BE DELAYED UNTIL SIX (6) MONTHS AFTER
THE TERMINATION DATE OR SUCH LONGER PERIOD OF TIME AS THE EMPLOYER SO DETERMINES
IS NECESSARY TO AVOID IMPOSITION OF SUCH ADDITIONAL TAX; PROVIDED THAT SUCH
PAYMENTS ACCRUE FROM THE TERMINATION DATE AND ALL ACCRUED PAYMENTS AND/OR
BENEFITS WILL NOT BE DELAYED FOR MORE THAN NINE (9) MONTHS AFTER THE TERMINATION
DATE WITHOUT THE CONSENT OF EXECUTIVE.
ANY PAYMENTS DELAYED PURSUANT TO THIS
SECTION SHALL BEAR INTEREST AT THE SIMPLE RATE OF 5% PER ANNUM.
22.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH
SUBJECT MATTER.
THE PARTIES HERETO SHALL NOT BE LIABLE OR BOUND TO ANY OTHER
PARTY IN ANY MANNER BY ANY REPRESENTATIONS, WARRANTIES OR COVENANTS RELATING TO
SUCH SUBJECT MATTER EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
23.
PARAGRAPH HEADINGS.
SECTION HEADINGS USED IN THIS
AGREEMENT ARE INCLUDED
FOR CONVENIENCE OF REFERENCE ONLY AND WILL
NOT AFFECT THE MEANING OF ANY
PROVISION OF THIS AGREEMENT.
24.
BOARD APPROVAL.
THE EMPLOYER REPRESENTS THAT ITS BOARD OF DIRECTORS (OR
THE COMPENSATION COMMITTEE THEREOF) HAS APPROVED THE ECONOMIC TERMS OF THIS
AGREEMENT.
19
IN WITNESS WHEREOF, THIS AGREEMENT IS ENTERED INTO AS OF THE DATE AND YEAR FIRST
WRITTEN ABOVE, AND IS BEING EXECUTED ON APRIL 16, 2007.
SL GREEN REALTY CORP.
By:
/s/ MARC HOLLIDAY
Name:
Marc Holliday
Title:
Chief Executive Officer
/s/ MARC HOLLIDAY
Marc Holliday