2003 (THE "2003 OUTPERFORMANCE PLAN"), THE SL GREEN REALTY CORP. 2005
LONG-TERM OUTPERFORMANCE PLAN AWARD AGREEMENT, DATED AS OF MARCH 15, 2006 (THE
"2005 OUTPERFORMANCE PLAN") AND THE SL GREEN REALTY CORP. 2006 LONG-TERM
OUTPERFORMANCE PLAN AWARD AGREEMENT, DATED AS OF OCTOBER 23, 2006 (THE "2006
OUTPERFORMANCE PLAN" AND TOGETHER WITH THE 2003 OUTPERFORMANCE PLAN AND 2005
OUTPERFORMANCE PLAN, THE "OUTPERFORMANCE PLANS"), THE PROVISIONS OF THE
OUTPERFORMANCE PLANS, AS AMENDED FROM TIME TO TIME, AND NOT THE PROVISIONS OF
THIS AGREEMENT SHALL GOVERN IN ACCORDANCE WITH THEIR TERMS, EXCEPT: (I) TO THE
EXTENT THE PROVISIONS OF THIS AGREEMENT ARE SPECIFICALLY REFERRED TO OR
INCORPORATED INTO THE OUTPERFORMANCE PLANS AND (II) AS SPECIFICALLY PROVIDED
OTHERWISE IN THIS AGREEMENT.
(C)
STOCK OPTIONS.
AS DETERMINED BY THE BOARD OR COMPENSATION COMMITTEE OF
THE BOARD, IN ITS SOLE DISCRETION, EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN
THE EMPLOYER'S THEN CURRENT STOCK OPTION AND INCENTIVE PLAN (THE "PLAN"), WHICH
AUTHORIZES THE GRANT OF STOCK OPTIONS AND STOCK AWARDS OF THE COMMON STOCK, LTIP
UNITS ("LTIP UNITS") IN SL GREEN OPERATING
2
PARTNERSHIP, L.P. (THE "OP") AND OTHER EQUITY-BASED AWARDS.
THE BOARD SHALL
REVIEW EXECUTIVE'S LEVEL OF PARTICIPATION DURING THE FOURTH QUARTER OF EACH
FISCAL YEAR.
(D)
OTHER EQUITY AWARDS.
EXECUTIVE WAS GRANTED 175,000 RESTRICTED SHARES OF
COMMON STOCK, EFFECTIVE AS OF JANUARY 1, 2004, IN ACCORDANCE WITH AND SUBJECT TO
DEFINITIVE DOCUMENTATION WHICH IS CONSISTENT WITH THE TERMS SUMMARIZED ON
EXHIBIT A HERETO AND WHICH WAS OTHERWISE CONSISTENT WITH THE EMPLOYER'S GENERAL
PRACTICES FOR DOCUMENTATION CONTEMPLATED BY THE PLAN; AND THE VESTING PROVISIONS
APPLICABLE TO EXECUTIVE'S EXISTING OUTSTANDING 127,500 RESTRICTED SHARES WHICH
HAD NOT YET VESTED AS OF THE DATE OF THE PRIOR EMPLOYMENT AGREEMENT ARE AS OF
JANUARY 1, 2004 AS SUMMARIZED ON SUCH EXHIBIT A (AND THE DEFINITIVE
DOCUMENTATION THEREUNDER HAS BEEN AND IS AMENDED ACCORDINGLY).
IN ADDITION, (I)
THE EMPLOYER SHALL PAY EXECUTIVE AN ADDITIONAL CASH AMOUNT, INTENDED TO SERVE
GENERALLY AS A TAX GROSS-UP, UPON EACH DATE ON WHICH ANY SUCH RESTRICTED SHARES
VEST AND BECOME TAXABLE, EQUAL TO 40% OF THE VALUE OF THE SHARES INCLUDED IN
EXECUTIVE'S TAXABLE INCOME ON SUCH DATE AND (II) EXECUTIVE WILL RECEIVE THE FULL
CASH DIVIDENDS ATTRIBUTABLE TO ALL NONFORFEITED SHARES OF RESTRICTED STOCK,
REGARDLESS OF WHETHER SUCH SHARES HAVE BECOME VESTED ON THE RECORD DATE FOR SUCH
DIVIDENDS.
(E)
EXPENSES.
EXECUTIVE SHALL BE REIMBURSED FOR ALL REASONABLE BUSINESS
RELATED EXPENSES INCURRED BY EXECUTIVE AT THE REQUEST OF OR ON BEHALF OF THE
EMPLOYER, PROVIDED THAT SUCH EXPENSES ARE INCURRED AND ACCOUNTED FOR IN
ACCORDANCE WITH THE POLICIES AND PROCEDURES ESTABLISHED BY THE EMPLOYER.
ANY
EXPENSES INCURRED DURING THE EMPLOYMENT PERIOD BUT NOT REIMBURSED BY THE
EMPLOYER BY THE END OF THE EMPLOYMENT PERIOD, SHALL REMAIN THE OBLIGATION OF THE
EMPLOYER TO SO REIMBURSE EXECUTIVE.
(F)
HEALTH AND WELFARE BENEFIT PLANS.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE AND EXECUTIVE'S IMMEDIATE FAMILY SHALL BE ENTITLED TO PARTICIPATE IN
SUCH HEALTH AND WELFARE BENEFIT PLANS AS THE EMPLOYER SHALL MAINTAIN FROM TIME
TO TIME FOR THE