OF BUSINESS SO LONG AS IT DOES SO FOR ALL SENIOR EXECUTIVES OF THE
EMPLOYER.
(E)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATIONS IN
ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER GOVERNING SENIOR
EXECUTIVE OFFICERS, EXCEPT THAT EXECUTIVE SHALL BE CREDITED WITH A MINIMUM OF 20
VACATION DAYS PER CALENDAR YEAR, PRO-RATED FOR ANY PARTIAL YEAR.
THE EMPLOYER
WILL PAY EXECUTIVE FOR UNUSED ACCRUED VACATION UPON TERMINATION OF HIS
EMPLOYMENT.
(F)
OTHER BENEFITS.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER SHALL
PROVIDE TO EXECUTIVE SUCH OTHER BENEFITS, AS GENERALLY MADE AVAILABLE TO OTHER
SENIOR EXECUTIVES OF THE EMPLOYER; PROVIDED THAT IT IS ACKNOWLEDGED THAT THE
EMPLOYER'S CHIEF EXECUTIVE OFFICER MAY BE PROVIDED WITH ADDITIONAL BENEFITS NOT
MADE AVAILABLE TO EXECUTIVE.
4.
INDEMNIFICATION AND LIABILITY INSURANCE.
THE EMPLOYER AGREES TO
INDEMNIFY EXECUTIVE TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, AS THE SAME
EXISTS AND MAY HEREAFTER BE AMENDED, FROM AND
2
AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ASSERTED
AGAINST, OR INCURRED OR SUFFERED BY, EXECUTIVE (INCLUDING THE COSTS AND EXPENSES
OF LEGAL COUNSEL RETAINED BY THE EMPLOYER TO DEFEND EXECUTIVE AND JUDGMENTS,
FINES AND AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY OR
IMPOSED ON SUCH INDEMNIFIED PARTY) WITH RESPECT TO ANY ACTION, SUIT OR
PROCEEDING, WHETHER CIVIL, CRIMINAL ADMINISTRATIVE OR INVESTIGATIVE (A
"PROCEEDING") IN WHICH EXECUTIVE IS MADE A PARTY OR THREATENED TO BE MADE A
PARTY OR IS OTHERWISE INVOLVED, EITHER WITH REGARD TO HIS ENTERING INTO THIS
AGREEMENT WITH THE EMPLOYER OR IN HIS CAPACITY AS AN OFFICER OR DIRECTOR, OR
FORMER OFFICER OR DIRECTOR OF THE EMPLOYER, GRAMERCY (TO EXTENT EXECUTIVE SERVED
OR IS SERVING IN SUCH CAPACITY AT THE REQUEST OF THE EMPLOYER) OR ANY AFFILIATE
THEREOF FOR WHICH HE MAY SERVE IN SUCH CAPACITY; PROVIDED HOWEVER, THAT, TO THE
EXTENT THE INDEMNIFICATION PROVIDED FOR HEREIN RELATES TO A PROCEEDING IN WHICH
EXECUTIVE IS MADE A PARTY OR THREATENED TO BE MADE A PARTY OR IS OTHERWISE
INVOLVED IN HIS CAPACITY AS AN OFFICER OR DIRECTOR, OR FORMER OFFICER OR
DIRECTOR, OF GRAMERCY, THE EMPLOYER WILL ONLY PROVIDE SUCH INDEMNIFICATION TO
THE EXTENT THAT GRAMERCY DOES NOT DO SO.
THE EMPLOYER ALSO AGREES TO SECURE
PROMPTLY AND MAINTAIN OFFICERS AND DIRECTORS LIABILITY INSURANCE PROVIDING
COVERAGE 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.