ADVISOR TO, ANY CHARITABLE OR OTHER TAX EXEMPT
ORGANIZATION OR OTHERWISE ENGAGING IN CHARITABLE, FRATERNAL OR TRADE GROUP
ACTIVITIES; (II) INVESTING AND MANAGING HIS ASSETS AS A PASSIVE INVESTOR IN
OTHER ENTITIES OR BUSINESS VENTURES; PROVIDED THAT HE PERFORMS NO MANAGEMENT OR
SIMILAR ROLE (OR, IN THE CASE OF INVESTMENTS OTHER THAN REAL ESTATE INVESTMENTS,
HE PERFORMS A MANAGEMENT ROLE COMPARABLE TO THE ROLE THAT A SIGNIFICANT LIMITED
PARTNER WOULD HAVE, BUT PERFORMS NO DAY-TO-DAY MANAGEMENT OR SIMILAR ROLE) WITH
RESPECT TO SUCH ENTITIES OR VENTURES AND SUCH INVESTMENT DOES
NOT VIOLATE SECTION 8 HEREOF; AND PROVIDED, FURTHER, THAT, IN ANY CASE IN WHICH
ANOTHER PARTY INVOLVED IN THE INVESTMENT HAS A MATERIAL BUSINESS RELATIONSHIP
WITH THE EMPLOYER, EXECUTIVE SHALL GIVE PRIOR WRITTEN NOTICE THEREOF TO THE
BOARD; OR (III) SERVING AS A MEMBER OF THE BOARD OF DIRECTORS OF A FOR-PROFIT
CORPORATION WITH THE APPROVAL OF THE CHIEF EXECUTIVE OFFICER OF THE EMPLOYER.
(C)
TRAVEL.
IN PERFORMING HIS DUTIES
HEREUNDER, EXECUTIVE SHALL BE AVAILABLE FOR ALL REASONABLE TRAVEL AS THE NEEDS
OF THE EMPLOYER'S BUSINESS MAY REQUIRE.
EXECUTIVE SHALL BE BASED IN, OR WITHIN
25 MILES OF, MANHATTAN, EXCEPT THAT EXECUTIVE MAY BE TEMPORARILY RELOCATED IN
CONNECTION WITH THE START-UP OF NEW BUSINESSES OF THE EMPLOYER IN NEW MARKETS.
3.
COMPENSATION AND BENEFITS.
IN
CONSIDERATION OF EXECUTIVE'S SERVICES HEREUNDER, THE EMPLOYER SHALL COMPENSATE
EXECUTIVE AS PROVIDED IN THIS AGREEMENT.
(A)
BASE SALARY.
EFFECTIVE JANUARY 1, 2004,
THE EMPLOYER SHALL PAY EXECUTIVE AN AGGREGATE MINIMUM ANNUAL SALARY AT THE RATE
OF $250,000 PER ANNUM DURING THE FIRST TWO YEARS OF THE EMPLOYMENT PERIOD AND
$300,000 PER ANNUM DURING THE THIRD AND FOURTH YEARS (AND ANY PERIOD OF
EXTENSION UNDER THE PENULTIMATE SENTENCE OF SECTION 1) OF THE EMPLOYMENT PERIOD
("BASE SALARY").
BASE SALARY SHALL BE PAYABLE BI-WEEKLY IN ACCORDANCE WITH THE
EMPLOYER'S NORMAL BUSINESS PRACTICES AND SHALL BE REVIEWED BY THE BOARD OR
COMPENSATION COMMITTEE AT LEAST ANNUALLY.
(B)
INCENTIVE COMPENSATION/BONUSES.
IN ADDITION
TO BASE SALARY, DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR
AND SHALL RECEIVE SUCH DISCRETIONARY ANNUAL BONUSES AS THE BOARD, IN ITS SOLE
DISCRETION, MAY DEEM APPROPRIATE TO REWARD EXECUTIVE FOR JOB PERFORMANCE;
PROVIDED, HOWEVER, THAT EXECUTIVE'S ANNUAL PERFORMANCE BONUS SHALL NOT BE LESS
THAN $200,000.
IN ADDITION, EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN ANY
OTHER BONUS OR INCENTIVE COMPENSATION PLANS IN EFFECT WITH RESPECT TO SENIOR
EXECUTIVE OFFICERS OF THE EMPLOYER, AS THE BOARD, IN ITS SOLE DISCRETION, MAY
DEEM APPROPRIATE TO REWARD EXECUTIVE FOR JOB PERFORMANCE.
EXECUTIVE SHALL BE
ELIGIBLE TO PARTICIPATE IN THE SL GREEN REALTY CORP. 2003 LONG-TERM
OUTPERFORMANCE COMPENSATION PROGRAM, AS AMENDED DECEMBER 2003 (THE
"OUTPERFORMANCE PLAN"), SUBJECT TO THE TERMS AND CONDITIONS AS SET FORTH IN THE
EMPLOYER'S OUTPERFORMANCE PLAN.
IT IS EXPRESSLY UNDERSTOOD THAT, WITH RESPECT
TO AWARDS UNDER THE OUTPERFORMANCE PLAN, THE PROVISIONS OF THE OUTPERFORMANCE
PLAN, AS AMENDED FROM TIME TO TIME, AND NOT THE PROVISIONS OF THIS AGREEMENT,
SHALL GOVERN IN ACCORDANCE WITH THEIR TERMS, EXCEPT WITH RESPECT TO THE 12
MONTHS OF