LEAST TEN (10) DAYS NOTICE PRIOR TO SUCH
TERMINATION. FOR PURPOSES OF THIS AGREEMENT, TERMINATION WITH "GOOD REASON"
SHALL MEAN TERMINATION FOLLOWING:
(A)
A MATERIAL CHANGE IN EXECUTIVE'S DUTIES, RESPONSIBILITIES, STATUS
OR POSITIONS WITH THE EMPLOYER THAT DOES NOT REPRESENT A PROMOTION FROM OR
MAINTAINING OF EXECUTIVE'S DUTIES, RESPONSIBILITIES, STATUS OR POSITIONS (WHICH
MATERIAL CHANGE, SO LONG AS EXECUTIVE IS THE CHIEF EXECUTIVE OFFICER OF
GRAMERCY, SHALL INCLUDE THE APPOINTMENT OF ANOTHER PERSON AS CO-CHIEF EXECUTIVE
OFFICER OF GRAMERCY), EXCEPT IN CONNECTION WITH THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT FOR CAUSE, DISABILITY, RETIREMENT OR DEATH;
(B)
A FAILURE BY THE EMPLOYER TO PAY COMPENSATION WHEN DUE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3, WHICH FAILURE HAS NOT BEEN CURED
WITHIN 10 BUSINESS DAYS AFTER THE NOTICE OF THE FAILURE (SPECIFYING THE SAME)
HAS BEEN GIVEN BY EXECUTIVE TO THE EMPLOYER;
(C)
A MATERIAL BREACH BY THE EMPLOYER OF ANY PROVISION OF THIS
AGREEMENT, WHICH BREACH HAS NOT BEEN CURED WITHIN 30 DAYS AFTER NOTICE OF
NONCOMPLIANCE (SPECIFYING THE NATURE OF THE NONCOMPLIANCE) HAS BEEN GIVEN BY
EXECUTIVE TO THE EMPLOYER;
(D)
THE EMPLOYER REQUIRING EXECUTIVE TO BE BASED IN AN OFFICE MORE
THAN 50 MILES OUTSIDE OF MANHATTAN;
(E)
A REDUCTION BY THE EMPLOYER IN EXECUTIVE'S BASE SALARY TO LESS
THAN THE MINIMUM BASE SALARY SET FORTH IN SECTION 3(A);
(F)
THE FAILURE BY THE EMPLOYER TO CONTINUE IN EFFECT AN EQUITY
AWARD PROGRAM OR OTHER SUBSTANTIALLY SIMILAR PROGRAM UNDER WHICH EXECUTIVE IS
ELIGIBLE
4
TO RECEIVE AWARDS;
(G)
A MATERIAL REDUCTION IN EXECUTIVE'S BENEFITS UNDER ANY BENEFIT
PLAN (OTHER THAN AN EQUITY AWARD PROGRAM) COMPARED TO THOSE CURRENTLY RECEIVED
(OTHER THAN IN CONNECTION WITH AND PROPORTIONATE TO THE REDUCTION OF THE
BENEFITS RECEIVED BY ALL OR MOST SENIOR EXECUTIVES OR UNDERTAKEN IN ORDER TO
MAINTAIN SUCH PLAN IN COMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAW OR
REGULATION GOVERNING BENEFITS PLANS, INCLUDING, BUT NOT LIMITED TO, THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974; OR
(H)
THE FAILURE BY THE EMPLOYER TO OBTAIN FROM ANY SUCCESSOR TO THE
EMPLOYER AN AGREEMENT TO BE BOUND BY THIS AGREEMENT PURSUANT TO SECTION 15
HEREOF, WHICH HAS NOT BEEN CURED WITHIN 30 DAYS AFTER THE NOTICE OF THE FAILURE
(SPECIFYING THE SAME) HAS BEEN GIVEN BY EXECUTIVE TO THE EMPLOYER.
(III)
WITHOUT GOOD REASON.
EXECUTIVE SHALL HAVE THE RIGHT TO TERMINATE
HIS EMPLOYMENT HEREUNDER WITHOUT GOOD REASON, SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
(C)
DEFINITIONS.
THE FOLLOWING TERMS SHALL BE DEFINED AS SET FORTH
BELOW.
(I)
A "CHANGE-IN-CONTROL" SHALL BE DEEMED TO HAVE OCCURRED IF:
(A)
ANY "PERSON," INCLUDING A "GROUP" (AS SUCH TERMS ARE USED IN
SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT, BUT EXCLUDING THE EMPLOYER, SL
GREEN REALTY CORP. (OR A SUCCESSOR THERETO THAT DIRECTLY OR INDIRECTLY ACQUIRES
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SL GREEN REALTY CORP., WHETHER BY
MERGER, CONSOLIDATION, ASSET ACQUISITION OR OTHERWISE) ("SL GREEN"), ANY ENTITY
CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH THE EMPLOYER, OR SL