BUSINESS VENTURES; PROVIDED THAT HE
PERFORMS NO MANAGEMENT OR SIMILAR ROLE (OR, IN THE CASE OF INVESTMENTS OTHER
THAN THOSE IN ENTITIES OR BUSINESS VENTURES ENGAGED IN THE BUSINESS (AS DEFINED
IN SECTION 8), HE PERFORMS A MANAGEMENT ROLE COMPARABLE TO THE ROLE THAT A
SIGNIFICANT LIMITED PARTNER WOULD HAVE, BUT PERFORMS NO DAY-TO-DAY MANAGEMENT OR
SIMILAR ROLE) WITH RESPECT TO SUCH ENTITIES OR VENTURES AND SUCH INVESTMENT DOES
NOT VIOLATE SECTION 8 HEREOF; AND PROVIDED, FURTHER, THAT, IN ANY CASE IN WHICH
ANOTHER PARTY INVOLVED IN THE INVESTMENT HAS A MATERIAL BUSINESS RELATIONSHIP
WITH THE EMPLOYER, EXECUTIVE SHALL GIVE PRIOR
WRITTEN NOTICE THEREOF TO THE BOARD; OR (III) SERVING AS A MEMBER OF THE BOARD
OF DIRECTORS OF A FOR-PROFIT CORPORATION WITH THE APPROVAL OF THE BOARD.
(C)
TRAVEL.
IN PERFORMING HIS DUTIES HEREUNDER, EXECUTIVE SHALL BE AVAILABLE
FOR ALL REASONABLE TRAVEL AS THE NEEDS OF THE EMPLOYER'S BUSINESS MAY REQUIRE.
EXECUTIVE SHALL BE BASED IN NEW YORK CITY OR WESTCHESTER COUNTY, OR WITHIN 50
MILES OF MANHATTAN BUT NOT IN NEW JERSEY OR LONG ISLAND.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S SERVICES
HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE AN AGGREGATE MINIMUM ANNUAL
SALARY AT THE RATE OF $600,000 PER ANNUM DURING THE EMPLOYMENT PERIOD ("BASE
SALARY").
BASE SALARY SHALL BE ADJUSTED UPWARDS BY THE BOARD, AT LEAST ONCE
EVERY TWO YEARS, TO CORRESPOND TO INCREASES (IF ANY) IN THE NEW YORK CITY
METROPOLITAN AREA CONSUMER PRICE INDEX.
BASE SALARY SHALL BE PAYABLE BI-WEEKLY
IN ACCORDANCE WITH THE EMPLOYER'S NORMAL BUSINESS PRACTICES AND SHALL BE
REVIEWED BY THE BOARD OR COMPENSATION COMMITTEE OF THE BOARD AT LEAST ANNUALLY.
(B)
INCENTIVE COMPENSATION/BONUSES.
IN ADDITION TO BASE SALARY, DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR AND SHALL RECEIVE, UPON
APPROVAL OF THE BOARD OR COMPENSATION COMMITTEE OF THE BOARD, SUCH DISCRETIONARY
ANNUAL BONUSES AS THE EMPLOYER, IN ITS SOLE DISCRETION, MAY DEEM APPROPRIATE TO
REWARD EXECUTIVE FOR JOB PERFORMANCE.
UPON THE EXECUTION OF THE PRIOR
EMPLOYMENT AGREEMENT, (I) EXECUTIVE WAS GRANTED A SIGNING BONUS OF 95,000
RESTRICTED SHARES OF THE EMPLOYER'S COMMON STOCK ("COMMON STOCK") WHICH WERE
VESTED UPON GRANT AND WHICH WERE SUBJECT TO A PROHIBITION FROM ANY DISPOSITION,
ALIENATION, ETC. FOR A PERIOD OF TWO YEARS FROM THE DATE OF GRANT, AND (II) THE
EMPLOYER PAID EXECUTIVE AN ADDITIONAL CASH AMOUNT, INTENDED TO SERVE GENERALLY
AS A TAX GROSS-UP EQUAL TO 40% OF THE VALUE OF THE SHARES THEN INCLUDED IN
EXECUTIVE'S TAXABLE INCOME.
IN ADDITION, EXECUTIVE SHALL BE ELIGIBLE TO
PARTICIPATE IN ANY OTHER BONUS OR INCENTIVE COMPENSATION PLANS IN EFFECT WITH
RESPECT TO SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER, AS THE BOARD OR
COMPENSATION COMMITTEE OF THE BOARD, IN ITS SOLE DISCRETION, MAY DEEM
APPROPRIATE TO REWARD EXECUTIVE FOR JOB PERFORMANCE.
IT IS EXPRESSLY UNDERSTOOD
THAT, WITH RESPECT TO THE AWARDS MADE TO EXECUTIVE PURSUANT TO THE SL GREEN
REALTY CORP. 2003 LONG-TERM OUTPERFORMANCE COMPENSATION PROGRAM, AS AMENDED
DECEMBER