SURVIVAL.
THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE
TERMINATION OF EXECUTIVE'S EMPLOYMENT ANY OTHER PROVISIONS RELATING TO THE
ENFORCEMENT THEREOF.
9.
ARBITRATION.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE BREACH OF THIS AGREEMENT (OTHER THAN A CONTROVERSY OR
CLAIM ARISING UNDER SECTION 8, TO THE EXTENT NECESSARY FOR THE EMPLOYER (OR ITS
AFFILIATES, WHERE APPLICABLE) TO AVAIL ITSELF OF THE RIGHTS AND REMEDIES
REFERRED TO IN SECTION 8(F)) THAT IS NOT RESOLVED BY EXECUTIVE AND THE EMPLOYER
(OR ITS AFFILIATES, WHERE APPLICABLE) SHALL BE SUBMITTED TO ARBITRATION IN NEW
YORK, NEW YORK IN ACCORDANCE WITH NEW YORK LAW
15
AND THE PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION.
THE DETERMINATION
OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING ON THE EMPLOYER (OR ITS
AFFILIATES, WHERE APPLICABLE) AND EXECUTIVE AND JUDGMENT MAY BE ENTERED ON THE
ARBITRATOR(S)' AWARD IN ANY COURT HAVING JURISDICTION.
10.
CONFLICTING AGREEMENTS.
EXECUTIVE HEREBY REPRESENTS AND WARRANTS
THAT THE EXECUTION OF THIS AGREEMENT AND THE PERFORMANCE OF HIS OBLIGATIONS
HEREUNDER WILL NOT BREACH OR BE IN CONFLICT WITH ANY OTHER AGREEMENT TO WHICH HE
IS A PARTY OR IS BOUND, AND THAT HE IS NOT NOW SUBJECT TO ANY COVENANTS AGAINST
COMPETITION OR SIMILAR COVENANTS WHICH WOULD AFFECT THE PERFORMANCE OF HIS
OBLIGATIONS HEREUNDER.
11.
NO DUPLICATION OF PAYMENTS.
EXECUTIVE SHALL NOT BE ENTITLED TO
RECEIVE DUPLICATE PAYMENTS UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT.
FOR
EXAMPLE AND FOR ILLUSTRATION PURPOSES ONLY, SECTION 3(C) OF THIS AGREEMENT
PROVIDES, AMONG OTHER THINGS, THAT (I) THE EXECUTIVE WILL BE GRANTED SHARES OF
RESTRICTED STOCK OR OP UNITS IN ACCORDANCE WITH AND SUBJECT TO DEFINITIVE
DOCUMENTATION (THE "DEFINITIVE DOCUMENTATION") AND (II) THE EMPLOYER SHALL PAY
EXECUTIVE THE GROSS-UP AMOUNT WITH RESPECT TO SUCH SHARES OF RESTRICTED STOCK OR
OP UNITS UPON CERTAIN DATES (SUCH PROVISION IN CLAUSE (II) ABOVE, A "GROSS-UP
PAYMENT PROVISION").
IF THE DEFINITIVE DOCUMENTATION ALSO CONTAINS A GROSS-UP
PAYMENT PROVISION, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE PAYMENT OF THE
GROSS-UP AMOUNT ONLY ONE (1) TIME PURSUANT TO EITHER THIS AGREEMENT OR THE
DEFINITIVE DOCUMENTATION AND SHALL NOT BE ENTITLED TO RECEIVE DUPLICATE PAYMENTS
UNDER THIS AGREEMENT.
12.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED BY
HAND AND OR SENT BY PREPAID TELEX, CABLE OR OTHER ELECTRONIC DEVICES OR SENT,
POSTAGE PREPAID, BY REGISTERED OR CERTIFIED MAIL OR TELECOPY OR OVERNIGHT
COURIER SERVICE AND SHALL BE DEEMED GIVEN WHEN SO DELIVERED BY HAND, TELEXED,
CABLED OR TELECOPIED, OR 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:
Andrew Levine, 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:
Chief Executive Officer
With a copy to:
Clifford Chance US LLP
200 Park Avenue
New York, New York
10166
Attention:
Larry Medvinsky