Exhibit 10.4
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of the
16th day of April, 2007, between Andrew Levine ("Executive") and SL Green Realty
Corp., a Maryland corporation with its principal place of business at 420
Lexington Avenue, New York, New York 10170 (the "Employer"), to be effective as
of January 1, 2007 (the "Effective Date").
1.
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE SHALL CONTINUE FOR A PERIOD OF THREE (3) YEARS FROM THE EFFECTIVE DATE AND,
UNLESS EARLIER TERMINATED AS PROVIDED IN SECTION 6 BELOW, SHALL TERMINATE ON THE
THIRD (3RD) ANNIVERSARY OF THE EFFECTIVE DATE (THE "ORIGINAL TERM").
THE
ORIGINAL TERM SHALL AUTOMATICALLY BE EXTENDED FOR SUCCESSIVE SIX (6) MONTH
PERIODS (EACH A "RENEWAL TERM"), UNLESS EITHER PARTY GIVES THE OTHER PARTY AT
LEAST THREE (3) MONTHS WRITTEN NOTICE OF NON-RENEWAL PRIOR TO THE EXPIRATION OF
THE THEN CURRENT TERM.
THE PERIOD OF EXECUTIVE'S EMPLOYMENT HEREUNDER
CONSISTING OF THE ORIGINAL TERM AND ALL RENEWAL TERMS, IF ANY, IS HEREIN
REFERRED TO AS THE "EMPLOYMENT PERIOD."
2.
EMPLOYMENT AND DUTIES.
(A)
DUTIES.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE EMPLOYED
IN THE BUSINESS OF THE EMPLOYER AND ITS AFFILIATES.
EXECUTIVE SHALL SERVE THE
EMPLOYER AS A SENIOR CORPORATE EXECUTIVE AND SHALL HAVE THE TITLE OF CHIEF LEGAL
OFFICER AND GENERAL COUNSEL OF THE EMPLOYER.
EXECUTIVE WILL REPORT TO THE CHIEF
EXECUTIVE OFFICER OF THE EMPLOYER.
EXECUTIVE'S DUTIES AND AUTHORITY SHALL BE
THOSE AS WOULD NORMALLY ATTACH TO EXECUTIVE'S POSITION AS CHIEF LEGAL OFFICER
AND GENERAL COUNSEL, INCLUDING SUCH DUTIES AND RESPONSIBILITIES AS ARE CUSTOMARY
AMONG PERSONS EMPLOYED IN SIMILAR CAPACITIES FOR SIMILAR COMPANIES, AND AS SET
FORTH IN THE BY-LAWS OF THE EMPLOYER AND AS OTHERWISE ESTABLISHED FROM TIME TO
TIME BY THE BOARD OF DIRECTORS OF THE EMPLOYER (THE "BOARD") AND THE CHIEF
EXECUTIVE OFFICER OF THE EMPLOYER, BUT IN ALL EVENTS SUCH DUTIES SHALL BE
COMMENSURATE WITH HIS POSITION AS CHIEF LEGAL OFFICER AND GENERAL COUNSEL OF THE
EMPLOYER.
(B)
BEST EFFORTS.
EXECUTIVE AGREES TO HIS EMPLOYMENT AS DESCRIBED IN
THIS SECTION 2 AND AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND
EFFORTS TO THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT, EXCEPT AS
OTHERWISE APPROVED BY THE BOARD; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE
INTERPRETED TO PRECLUDE EXECUTIVE, SO LONG AS THERE IS NO MATERIAL INTERFERENCE
WITH HIS DUTIES HEREUNDER, FROM (I) PARTICIPATING AS AN OFFICER OR DIRECTOR OF,
OR 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 AN INVESTOR IN OTHER ENTITIES OR BUSINESS VENTURES;
PROVIDED THAT HE PERFORMS NO MANAGEMENT OR SIMILAR ROLE (OR, IN THE CASE OF
INVESTMENTS OTHER THAN THOSE IN ENTITIES OR BUSINESS VENTURES ENGAGED IN THE
BUSINESS (AS DEFINED IN SECTION 8), 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