ANY
AFFILIATE THEREOF FOR WHICH HE MAY SERVE IN SUCH CAPACITY.
THE EMPLOYER AND THE
CORPORATION ALSO AGREE TO SECURE PROMPTLY AND MAINTAIN OFFICERS AND DIRECTORS
LIABILITY INSURANCE PROVIDING COVERAGE FOR EXECUTIVE, THE COVERAGE SHALL BE
REASONABLY COMPARABLE TO THE COVERAGE MAINTAINED BY SL GREEN REALTY CORP., FOR
SUCH TIME AS SL GREEN REALTY CORP. CONTROLS THE EMPLOYER, TO THE EXTENT THAT
COVERAGE CAN BE OBTAINED ON REASONABLE EFFORTS AT A COMPARABLE RATE.
THE
PROVISIONS OF THIS SECTION 4 SHALL REMAIN IN EFFECT AFTER THIS AGREEMENT IS
TERMINATED IRRESPECTIVE OF THE REASONS FOR TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES TO OBSERVE AND COMPLY WITH
THE REASONABLE RULES AND REGULATIONS OF THE EMPLOYER AND THE CORPORATION FROM
TIME TO TIME REGARDING THE PERFORMANCE OF HIS DUTIES AND TO CARRY OUT AND
PERFORM ORDERS, DIRECTIONS AND POLICIES COMMUNICATED TO HIM FROM TIME TO TIME BY
THE EMPLOYER AND THE CORPORATION, SO LONG AS SAME ARE OTHERWISE CONSISTENT WITH
THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF EXECUTIVE'S INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS OR DISABILITY, EXECUTIVE SHALL HAVE BEEN INCAPABLE OF
PERFORMING HIS DUTIES HEREUNDER EVEN WITH A REASONABLE ACCOMMODATION ON A
FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR CONSECUTIVE MONTHS OR ANY 120 DAYS
IN A 180-DAY PERIOD, AND WITHIN 30
3
DAYS AFTER WRITTEN NOTICE OF TERMINATION (AS DEFINED IN SECTION 6(D)) IS GIVEN
HE SHALL NOT HAVE RETURNED TO THE PERFORMANCE OF HIS DUTIES HEREUNDER ON A
FULL-TIME BASIS, THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER.
(III)
CAUSE.
THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN:
(I) EXECUTIVE'S ENGAGING IN CONDUCT WHICH IS A FELONY; (II) EXECUTIVE'S ENGAGING
IN CONDUCT CONSTITUTING A MATERIAL BREACH OF FIDUCIARY DUTY, GROSS NEGLIGENCE OR
WILLFUL AND MATERIAL MISCONDUCT, MATERIAL FRAUD OR WILLFUL AND MATERIAL
MISREPRESENTATION; (III) EXECUTIVE'S MATERIAL BREACH OF ANY OF HIS OBLIGATIONS
UNDER SECTION 8(A) THROUGH 8(E) OF THIS AGREEMENT; OR (IV) EXECUTIVE'S FAILURE
TO COMPETENTLY PERFORM HIS DUTIES AFTER RECEIVING NOTICE FROM THE EMPLOYER
SPECIFICALLY IDENTIFYING THE MANNER IN WHICH EXECUTIVE HAS FAILED TO PERFORM (IT
BEING UNDERSTOOD THAT, FOR THIS PURPOSE, THE MANNER AND LEVEL OF EXECUTIVE'S
PERFORMANCE SHALL NOT BE DETERMINED BASED ON THE FINANCIAL PERFORMACE OF THE
EMPLOYER OR THE CORPORATION (INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE OF
THE STOCK OF THE CORPORATION)).
(IV)
WITHOUT CAUSE.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
BY THE EMPLOYER AT ANY TIME WITH OR WITHOUT CAUSE (AS DEFINED IN
SECTION 6(A)(III) ABOVE), BY THE MANAGING MEMBER (OR, IN THE CASE OF THE
CORPORATION, BY A MAJORITY VOTE OF ALL OF THE MEMBERS OF THE BOARD) UPON WRITTEN
NOTICE TO EXECUTIVE, SUBJECT ONLY TO THE SEVERANCE PROVISIONS SPECIFICALLY SET
FORTH IN SECTION 7.
(B)
TERMINATION BY EXECUTIVE.
(I)
DISABILITY.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT HEREUNDER FOR
DISABILITY WITHIN THE MEANING OF SECTION 6(A)(II)