IF MAILED, THREE DAYS AFTER MAILING (ONE BUSINESS DAY
IN THE CASE OF EXPRESS MAIL OR OVERNIGHT COURIER SERVICE), AS FOLLOWS:
(a)
if to Executive:
Gregory F. Hughes, at the address shown on the execution page hereof.
(b)
if to the Employer:
SL Green Realty Corp.
420 Lexington Avenue
New York, New York 10170
Attn: General Counsel and Chief Executive Officer
With a copy to:
Clifford Chance US LLP
200 Park Avenue
New York, New York 10166
Attention: Larry Medvinsky
16
or such other address as either party may from time to time specify by written
notice to the other party hereto.
13.
AMENDMENTS.
NO AMENDMENT, MODIFICATION OR WAIVER IN RESPECT OF
THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT SHALL BE IN WRITING AND SIGNED BY
THE PARTY AGAINST WHOM SUCH AMENDMENT, MODIFICATION OR WAIVER IS SOUGHT.
14.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT (OR ANY PORTION
THEREOF) OR THE APPLICATION OF ANY SUCH PROVISION (OR ANY PORTION THEREOF) TO
ANY PERSON OR CIRCUMSTANCES SHALL BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT BY A COURT OF COMPETENT JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF (OR THE REMAINING
PORTION HEREOF) OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER PERSONS OR
CIRCUMSTANCES.
15.
WITHHOLDING.
THE EMPLOYER SHALL BE ENTITLED TO WITHHOLD FROM ANY
PAYMENTS OR DEEMED PAYMENTS ANY AMOUNT OF TAX WITHHOLDING IT DETERMINES TO BE
REQUIRED BY LAW.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, INCLUDING ANY CORPORATION WITH WHICH OR INTO WHICH THE EMPLOYER MAY BE
MERGED OR WHICH MAY SUCCEED TO ITS ASSETS OR BUSINESS, PROVIDED, HOWEVER, THAT
THE OBLIGATIONS OF EXECUTIVE ARE PERSONAL AND SHALL NOT BE ASSIGNED BY HIM.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S
PERSONAL AND LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, ASSIGNS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT, AND
SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH
COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES AND
DELIVERED TO THE OTHER PARTY.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES OF
SUCH STATE.
19.
CHOICE OF VENUE.
SUBJECT TO THE PROVISIONS OF SECTION 9,
EXECUTIVE AGREES TO SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE
OF NEW
YORK, NEW YORK COUNTY, FOR THE PURPOSE OF ANY ACTION TO ENFORCE ANY OF
THE TERMS OF THIS AGREEMENT.
20.
PARACHUTES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IF ALL OR ANY PORTION OF THE PAYMENTS AND BENEFITS PROVIDED UNDER
THIS AGREEMENT (INCLUDING