Exhibit 10.3
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 Gregory F. Hughes
("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 February 3, 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 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
OPERATING OFFICER AND CHIEF FINANCIAL 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
CHIEF OPERATING OFFICER AND CHIEF FINANCIAL 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 CHIEF
OPERATING OFFICER AND CHIEF FINANCIAL 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