"PLAN"),
WHICH AUTHORIZES THE GRANT OF STOCK OPTIONS AND STOCK AWARDS OF THE EMPLOYER'S
COMMON STOCK ("COMMON STOCK"), LTIP UNITS ("LTIP UNITS") IN SL GREEN OPERATING
PARTNERSHIP, L.P. (THE "OP") AND OTHER EQUITY-BASED AWARDS.
EXECUTIVE WILL BE
GRANTED 37,000 SHARES OF RESTRICTED COMMON STOCK OR, AT THE EMPLOYER'S OPTION,
CLASS A UNITS ("OP UNITS") IN THE OP, ON JUNE 1, 2007, IN ACCORDANCE WITH AND
SUBJECT TO DEFINITIVE DOCUMENTATION WHICH IS CONSISTENT WITH THE TERMS
SUMMARIZED ON EXHIBIT A HERETO AND WHICH IS OTHERWISE CONSISTENT WITH THE
EMPLOYER'S GENERAL PRACTICES FOR DOCUMENTATION.
IN ADDITION, THE EMPLOYER SHALL
PAY TO EXECUTIVE AN AMOUNT EQUAL TO THE DIVIDENDS AND DISTRIBUTIONS THAT
EXECUTIVE WOULD HAVE RECEIVED WITH RESPECT TO THE 37,000 SHARES OF RESTRICTED
COMMON STOCK OR OP UNITS TO BE ISSUED UNDER THIS SECTION 3(C) IN RESPECT OF ALL
DIVIDENDS AND DISTRIBUTIONS HAVING A RECORD DATE PRIOR TO THE ISSUANCE DATE OF
SUCH SHARES OR OP UNITS AND ON OR AFTER JANUARY 1, 2007.
WITH RESPECT TO EACH
SUCH DIVIDEND OR DISTRIBUTION, THIS PAYMENT SHALL BE MADE ON THE LATER OF (I)
THE DATE HEREOF OR (II) THE PAYMENT DATE ESTABLISHED FOR ALL STOCKHOLDERS OR
UNITHOLDERS FOR SUCH DIVIDEND OR DISTRIBUTION.
IN ADDITION, THE EMPLOYER SHALL
PAY EXECUTIVE AN ADDITIONAL CASH AMOUNT (THE "FULL VALUE GROSS-UP AMOUNT") WITH
RESPECT TO THE SHARES OF RESTRICTED COMMON STOCK OR OP UNITS GRANTED PURSUANT TO
THIS SECTION 3(C), INTENDED TO SERVE GENERALLY AS A TAX GROSS-UP, UPON EACH DATE
ON WHICH ANY OF SUCH SHARES OR OP UNITS VEST, EQUAL TO 40% OF THE VALUE OF SUCH
SHARES
2
or OP Units included in Executive's taxable income on such date.
Additionally,
with respect to the option to purchase 100,000 shares of Common Stock granted on
February 1, 2004, 10,000 of the 30,000 shares otherwise scheduled to vest
thereunder in 2009, shall vest as of the date hereof.
Except as specifically
provided otherwise in this Agreement, the vesting and other terms of all
existing stock options, shares of restricted stock, OP Units, LTIP Units and
other equity-based awards granted to Executive by the Employer prior to the date
hereof shall remain unchanged.
(D)
GKKM BONUS.
EXECUTIVE SHALL BE ENTITLED TO RECEIVE FROM THE
EMPLOYER THE INCENTIVE BONUS DESCRIBED IN EXHIBIT B HERETO (THE "GKKM BONUS") IF
ANY SALE EVENT (AS DEFINED IN THAT CERTAIN FIRST AMENDED AND RESTATED LIMITED
LIABILITY COMPANY OPERATING AGREEMENT OF GKK MANAGER LLC ("GKKM"), AS AMENDED
FROM TIME TO TIME) OCCURS DURING THE EMPLOYMENT PERIOD.
THE AMOUNT OF THE GKKM
BONUS TO BE PAID SHALL BE BASED ON THE PURCHASE PRICE FOR GKKM (THE "GKKM
PURCHASE PRICE") IN SUCH SALE EVENT AS SET FORTH ON EXHIBIT B. ANY GKKM BONUS
PAYABLE PURSUANT TO THIS SECTION MAY BE PAID IN THE FORM OF CASH OR ANY OTHER
NON-CASH CONSIDERATION CONSTITUTING PART OF THE GKKM PURCHASE PRICE, AT THE
OPTION OF THE EMPLOYER, AND, IN ADDITION, IF ALL OF THE EQUITY HOLDERS OF GKKM
RECEIVE THEIR DISTRIBUTIONS FROM GKKM RELATING TO A SALE