THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT, EXCEPT AS
OTHERWISE APPROVED BY THE BOARD; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE
INTERPRETED TO PRECLUDE EXECUTIVE, SO LONG AS THERE IS NO MATERIAL INTERFERENCE
WITH HIS DUTIES HEREUNDER, FROM (I) PARTICIPATING AS AN OFFICER OR DIRECTOR OF,
OR ADVISOR TO, ANY CHARITABLE OR OTHER TAX EXEMPT ORGANIZATION OR OTHERWISE
ENGAGING IN CHARITABLE, FRATERNAL OR TRADE GROUP ACTIVITIES; (II) INVESTING AND
MANAGING HIS ASSETS AS A PASSIVE INVESTOR IN OTHER ENTITIES 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 CHIEF EXECUTIVE OFFICER OF THE EMPLOYER.
(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, OR WITHIN 25 MILES OF, MANHATTAN.
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 $400,000 PER ANNUM DURING THE EMPLOYMENT
PERIOD ("BASE SALARY").
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; PROVIDED, HOWEVER, THAT
EXECUTIVE'S ANNUAL PERFORMANCE BONUS SHALL NOT BE LESS THAN $200,000.
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 EMPLOYER'S
OUTPERFORMANCE PLAN.
IT IS EXPRESSLY UNDERSTOOD THAT, WITH RESPECT TO AWARDS
UNDER THE OUTPERFORMANCE PLAN, THE PROVISIONS OF THE OUTPERFORMANCE PLAN, AS
AMENDED FROM TIME TO TIME, AND NOT THE PROVISIONS OF THIS AGREEMENT, SHALL
GOVERN IN ACCORDANCE WITH THEIR TERMS, EXCEPT WITH RESPECT TO THE 12 MONTHS OF
VESTING CREDIT PROVIDED FOR UNDER THE THIRD SENTENCE