WHEN SO DELIVERED BY HAND, TELEXED, CABLED OR TELECOPIED, OR IF
MAILED, THREE (3) DAYS AFTER MAILING (ONE (1) BUSINESS DAY IN THE CASE OF
EXPRESS MAIL OR OVERNIGHT COURIER SERVICE), AS FOLLOWS:
(A)
IF TO EXECUTIVE:
Marc Holliday, at the address shown on the execution page hereof.
(B)
IF TO THE EMPLOYER:
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SL Green Realty Corp.
420 Lexington Avenue
New York, New York 10170
Attn:
General Counsel
With a copy to:
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
Attention:
Daniel P. Adams
or such other address as either party may from time to time specify by written
notice to the other party hereto.
12.
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.
13.
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.
14.
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.
15.
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.
16.
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.
17.
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.
18.
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.
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19.
PARACHUTES.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF ALL OR ANY
PORTION OF THE PAYMENTS