FOR EXECUTIVE,
WITH SUCH COVERAGE TO BE REASONABLY COMPARABLE TO THE COVERAGE MAINTAINED BY SL
GREEN REALTY CORP., FOR SUCH TIME AS SL GREEN REALTY CORP. CONTROLS THE
EMPLOYER.
THE PROVISIONS OF THIS SECTION 4 SHALL REMAIN IN EFFECT AFTER THIS
AGREEMENT IS TERMINATED IRRESPECTIVE OF THE REASONS FOR TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES TO OBSERVE AND COMPLY WITH
THE REASONABLE WRITTEN RULES AND REGULATIONS OF THE EMPLOYER REGARDING THE
PERFORMANCE OF HIS DUTIES AND TO CARRY OUT AND PERFORM ORDERS, DIRECTIONS AND
POLICIES COMMUNICATED TO HIM FROM TIME TO TIME BY THE EMPLOYER, SO LONG AS SAME
ARE OTHERWISE CONSISTENT WITH THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF EXECUTIVE'S INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS OR DISABILITY, EXECUTIVE SHALL HAVE BEEN INCAPABLE OF
PERFORMING HIS DUTIES HEREUNDER EVEN WITH A REASONABLE ACCOMMODATION ON A
FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR CONSECUTIVE MONTHS OR ANY 120 DAYS
IN A 180-DAY PERIOD, AND WITHIN 30 DAYS AFTER WRITTEN NOTICE OF TERMINATION (AS
DEFINED IN SECTION 6(D)) IS GIVEN HE SHALL NOT HAVE RETURNED TO THE PERFORMANCE
OF EXECUTIVE'S DUTIES HEREUNDER ON A FULL-TIME BASIS, THE EMPLOYER MAY TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER.
(III)
CAUSE.
THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN
EXECUTIVE'S:
(A) ENGAGING IN CONDUCT WHICH IS A FELONY; (B) MATERIAL BREACH OF
ANY OF HIS OBLIGATIONS UNDER SECTIONS 8(A) THROUGH 8(E) OF THIS AGREEMENT;
(C) WILLFUL MISCONDUCT OF A MATERIAL NATURE OR GROSS NEGLIGENCE WITH REGARD TO
THE EMPLOYER OR GRAMERCY OR ANY OF THEIR
3
AFFILIATES; (D) MATERIAL FRAUD WITH REGARD TO THE EMPLOYER OR GRAMERCY OR ANY OF
THEIR AFFILIATES; (E) WILLFUL OR MATERIAL VIOLATION OF ANY REASONABLE WRITTEN
RULE, REGULATION OR POLICY OF THE EMPLOYER OR GRAMERCY APPLICABLE TO SENIOR
EXECUTIVES UNLESS SUCH A VIOLATION IS CURED WITHIN 30 DAYS AFTER WRITTEN NOTICE
OF SUCH VIOLATION BY THE EMPLOYER OR GRAMERCY; OR (F) FAILURE TO COMPETENTLY
PERFORM HIS DUTIES WHICH FAILURE IS NOT CURED WITHIN 30 DAYS AFTER RECEIVING
NOTICE FROM THE EMPLOYER SPECIFICALLY IDENTIFYING THE MANNER IN WHICH EXECUTIVE
HAS FAILED TO PERFORM (IT BEING UNDERSTOOD THAT, FOR THIS PURPOSE, THE MANNER
AND LEVEL OF EXECUTIVE'S PERFORMANCE SHALL NOT BE DETERMINED BASED ON THE
FINANCIAL PERFORMANCE (INCLUDING WITHOUT LIMITATION THE PERFORMANCE OF THE STOCK
OF GRAMERCY) OF THE EMPLOYER OR GRAMERCY).
(IV)
WITHOUT CAUSE.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
BY THE EMPLOYER AT ANY TIME WITHOUT CAUSE (AS DEFINED IN
SECTION 6(A)(III) ABOVE), SUBJECT ONLY TO THE SEVERANCE PROVISIONS SPECIFICALLY
SET FORTH IN SECTION 7.
(B)
TERMINATION BY EXECUTIVE.
(I)
DISABILITY.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT HEREUNDER FOR
DISABILITY WITHIN THE MEANING OF SECTION 6(A)(II) ABOVE.
(II)
WITH GOOD REASON.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE
TERMINATED BY EXECUTIVE WITH GOOD REASON EFFECTIVE IMMEDIATELY BY WRITTEN NOTICE
TO THE EMPLOYER PROVIDING AT