SHALL BE IN WRITING AND SIGNED BY
THE PARTY AGAINST WHOM SUCH AMENDMENT, MODIFICATION OR WAIVER IS SOUGHT.
15.
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.
16.
WITHHOLDING.
THE EMPLOYER SHALL BE ENTITLED TO WITHHOLD FROM ANY
PAYMENTS OR DEEMED PAYMENTS ANY AMOUNT OF TAX WITHHOLDING IT REASONABLY
DETERMINES TO BE REQUIRED BY LAW.
17.
SUCCESSORS AND ASSIGNS; THIRD-PARTY BENEFICIARY.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE 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.
IT IS
14
EXPRESSLY ACKNOWLEDGED AND AGREED THAT (I) THE CORPORATION IS A THIRD-PARTY
BENEFICIARY OF ANY PROVISION HEREOF RUNNING IN FAVOR OF THE CORPORATION;
(II) THE EMPLOYER MAY ASSIGN THIS AGREEMENT IN ITS ENTIRETY, AND ITS RIGHTS
UNDER THIS AGREEMENT, TO THE CORPORATION IN CONNECTION WITH A "SALE EVENT" (AS
DEFINED IN THE LLC AGREEMENT); AND (III) AT THE REQUEST OF THE EMPLOYER,
EXECUTIVE SHALL EXECUTE AN EMPLOYMENT AGREEMENT WITH THE CORPORATION ON
SUBSTANTIALLY THE SAME TERMS AS ARE CONTAINED HEREIN WITH RESPECT TO THE
EMPLOYER.
18.
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.
19.
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.
20.
CHOICE OF VENUE.
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.
21.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH
SUBJECT MATTER, INCLUDING WITHOUT LIMITATION ANYTHING CONTAINED IN THE EXHIBITS
TO THAT CERTAIN CONSULTING AGREEMENT BETWEEN EXECUTIVE AND SL GREEN REALTY CORP.
DATED AS OF FEBRUARY 23, 2004.