OR BUSINESS VENTURES; PROVIDED
THAT HE PERFORMS NO MANAGEMENT OR SIMILAR ROLE (OR, IN THE CASE OF INVESTMENTS
OTHER THAN REAL ESTATE INVESTMENTS, 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 RESPECT TO SUCH ENTITIES OR VENTURES
AND SUCH INVESTMENT DOES NOT VIOLATE SECTION 8 HEREOF; AND PROVIDED, FURTHER,
THAT, IN ANY CASE IN WHICH ANOTHER PARTY INVOLVED IN THE INVESTMENT HAS A
MATERIAL BUSINESS RELATIONSHIP WITH THE
EMPLOYER, EXECUTIVE SHALL GIVE PRIOR WRITTEN NOTICE THEREOF TO THE BOARD; OR
(III) SERVING AS A MEMBER OF THE BOARD OF DIRECTORS OF A FOR-PROFIT CORPORATION
WITH THE APPROVAL OF THE BOARD.
(C)
TRAVEL.
IN PERFORMING HIS DUTIES HEREUNDER, EXECUTIVE SHALL BE AVAILABLE
FOR ALL REASONABLE TRAVEL AS THE NEEDS OF THE EMPLOYER'S BUSINESS MAY REQUIRE.
EXECUTIVE SHALL BE BASED IN NEW YORK CITY OR WESTCHESTER COUNTY, OR WITHIN 25
MILES OF MANHATTAN BUT NOT IN NEW JERSEY OR LONG ISLAND.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S SERVICES
HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE AN AGGREGATE MINIMUM ANNUAL
SALARY AT THE RATE OF $600,000 PER ANNUM DURING THE EMPLOYMENT PERIOD ("BASE
SALARY").
BASE SALARY SHALL BE ADJUSTED UPWARDS BY THE BOARD, AT LEAST ONCE
EVERY TWO YEARS, TO CORRESPOND TO INCREASES (IF ANY) IN THE NEW YORK CITY
METROPOLITAN AREA CONSUMER PRICE INDEX.
BASE SALARY SHALL BE PAYABLE BI-WEEKLY
IN ACCORDANCE WITH THE EMPLOYER'S NORMAL BUSINESS PRACTICES AND SHALL BE
REVIEWED BY THE BOARD OR COMPENSATION COMMITTEE AT LEAST ANNUALLY.
(B)
INCENTIVE COMPENSATION/BONUSES.
IN ADDITION TO BASE SALARY, DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR AND SHALL RECEIVE SUCH
DISCRETIONARY ANNUAL BONUSES AS THE BOARD, IN ITS SOLE DISCRETION, MAY DEEM
APPROPRIATE TO REWARD EXECUTIVE FOR JOB PERFORMANCE.
IN THE EVENT OF A
CHANGE-IN-CONTROL (AS DEFINED BELOW), THE MINIMUM BONUS FOR FISCAL YEARS ENDING
AFTER THE CHANGE-IN-CONTROL SHALL BE $600,000.
UPON THE EXECUTION HEREOF, (I)
EXECUTIVE SHALL ALSO BE GRANTED A SIGNING BONUS OF 95,000 RESTRICTED SHARES OF
THE EMPLOYER'S COMMON STOCK ("COMMON STOCK") WHICH WILL BE FULLY VESTED UPON
GRANT AND WHICH WILL BE SUBJECT TO A PROHIBITION FROM ANY DISPOSITION,
ALIENATION, ETC. FOR A PERIOD OF TWO YEARS FROM THE DATE OF GRANT, AND (II) THE
EMPLOYER SHALL PAY EXECUTIVE AN ADDITIONAL CASH AMOUNT, INTENDED TO SERVE
GENERALLY AS A TAX GROSS-UP EQUAL TO 40% OF THE VALUE OF THE SHARES THEN
INCLUDED IN EXECUTIVE'S TAXABLE INCOME.
IN ADDITION, EXECUTIVE SHALL BE
ELIGIBLE TO PARTICIPATE IN ANY OTHER BONUS OR INCENTIVE COMPENSATION PLANS IN
EFFECT WITH RESPECT TO SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER, AS THE BOARD,
IN ITS SOLE DISCRETION, MAY DEEM APPROPRIATE TO REWARD EXECUTIVE FOR JOB
PERFORMANCE.
EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN THE SL GREEN REALTY
CORP. 2003 LONG-TERM OUTPERFORMANCE COMPENSATION PROGRAM, AS AMENDED
DECEMBER 2003 (THE "OUTPERFORMANCE PLAN"), SUBJECT TO THE TERMS AND CONDITIONS
AS SET FORTH IN THE