Exhibit 10.1
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 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 completely restates that certain employment agreement
between Executive and the Employer dated as of January 1, 2004 (the "Prior
Employment Agreement').
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") OF THE EMPLOYER AND, FOR SO LONG AS SO ELECTED, MEMBER OF THE
BOARD OF DIRECTORS OF THE EMPLOYER (THE "BOARD").
EXECUTIVE, AS CEO, 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 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 AN INVESTOR IN OTHER ENTITIES OR