PROVIDED
OTHERWISE IN THIS AGREEMENT.
(C)
EQUITY AWARDS.
AS DETERMINED BY THE BOARD OR COMPENSATION
COMMITTEE OF THE BOARD, IN ITS SOLE DISCRETION, EXECUTIVE SHALL BE ELIGIBLE TO
PARTICIPATE IN THE EMPLOYER'S THEN CURRENT EQUITY INCENTIVE PLAN (THE "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 68,000 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; AND THE VESTING PROVISIONS
APPLICABLE TO EXECUTIVE'S EXISTING OUTSTANDING 14,000 RESTRICTED SHARES GRANTED
PURSUANT TO THE PRIOR EMPLOYMENT AGREEMENT WHICH HAVE NOT YET VESTED (THE
"RESTRICTED SHARES") SHALL AS OF THE DATE HEREOF BE AS SUMMARIZED ON SUCH
EXHIBIT A (AND THE DEFINITIVE DOCUMENTATION THEREFOR SHALL BE AMENDED
ACCORDINGLY).
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 68,000 SHARES OF RESTRICTED COMMON STOCK OR OP UNITS TO BE ISSUED
UNDER THIS SECTION 3(C)
2
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 RESTRICTED SHARES AND 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 OR OP UNITS INCLUDED IN
EXECUTIVE'S TAXABLE INCOME ON SUCH DATE.
(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