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:
Marc Holliday, 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:
General Counsel
17
With a copy to:
Clifford Chance US LLP
200 Park Avenue
New York, New York
10166
Attention:
Larry Medvinsky
or such other address as either party may from time to time specify by written
notice to the other party hereto.
13.
AMENDMENTS.
NO AMENDMENT, MODIFICATION OR WAIVER IN RESPECT OF THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS IT SHALL BE IN WRITING AND SIGNED BY THE
PARTY AGAINST WHOM SUCH AMENDMENT, MODIFICATION OR WAIVER IS SOUGHT.
14.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT (OR ANY PORTION THEREOF)
OR THE APPLICATION OF ANY SUCH PROVISION (OR ANY PORTION THEREOF) TO ANY PERSON
OR CIRCUMSTANCES SHALL BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT
BY A COURT OF COMPETENT JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF (OR THE REMAINING
PORTION HEREOF) OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER PERSONS OR
CIRCUMSTANCES.
15.
WITHHOLDING.
THE EMPLOYER SHALL BE ENTITLED TO WITHHOLD FROM ANY PAYMENTS
OR DEEMED PAYMENTS ANY AMOUNT OF TAX WITHHOLDING IT DETERMINES TO BE REQUIRED BY
LAW.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF BOTH PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
INCLUDING ANY CORPORATION WITH WHICH OR INTO WHICH THE EMPLOYER MAY BE MERGED OR
WHICH MAY SUCCEED TO ITS ASSETS OR BUSINESS, PROVIDED, HOWEVER, THAT THE
OBLIGATIONS OF EXECUTIVE ARE PERSONAL AND SHALL NOT BE ASSIGNED BY HIM.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S
PERSONAL AND LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, ASSIGNS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT, AND
SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH
COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES AND
DELIVERED TO THE OTHER PARTY.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, WITHOUT REGARD TO THE CONFLICTS
OF LAW PRINCIPLES OF
SUCH STATE.
19.
CHOICE