UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report
(Date of earliest event reported):
October 23, 2006
SL
GREEN REALTY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
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(State or Other Jurisdiction of Incorporation) |
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1-13199 |
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13-3956775 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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420 Lexington Avenue |
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10170 |
New York, New York |
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(Zip Code) |
(Address of Principal Executive Offices) |
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(212) 594-2700 |
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(Registrants Telephone Number, Including Area Code) |
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N/A |
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
SL Green Realty Corp. 2006 Outperformance Plan
On October 23, 2006, the Compensation Committee of the Board of Directors (the Compensation Committee) of SL Green Realty Corp. (the Company) approved the form of award agreement (the Form of Award Agreement) for granting awards under the SL Green Realty Corp. 2006 Outperformance Plan (the 2006 Outperformance Plan or the Plan), a long-term incentive compensation program the Compensation Committee approved on August 14, 2006. A copy of the Form of Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The purpose of the 2006 Outperformance Plan is to further align the interests of the Companys stockholders and management by encouraging the Companys senior officers to outperform and to create stockholder value in excess of industry expectations in a pay for performance structure. A summary of the terms of the 2006 Outperformance Plan is contained in the Companys Current Report on Form 8-K filed with the Securities Exchange Commission on August 18, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description of Exhibit |
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10.1 |
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Form of Award Agreement for granting awards under the SL Green Realty Corp. 2006 Outperformance Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SL GREEN REALTY CORP. |
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Date: October 27, 2006 |
By: |
/s/ Gregory F. Hughes |
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Name: Gregory F. Hughes |
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Title: Chief Financial Officer |
Exhibit 10.1
SL GREEN REALTY CORP.
2006 LONG-TERM OUTPERFORMANCE PLAN
AWARD AGREEMENT
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Participation Percentage: |
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Grant Date: October |
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RECITALS
A. The Grantee is an employee of SL Green Realty Corp. (SL Green or the Company) and its subsidiary SL Green Operating Partnership, L.P., through which SL Green conducts substantially all of its operations (the Partnership).
B. The Company has adopted the 2006 Long-Term Outperformance Plan (the Outperformance Plan) to provide the Companys Senior Officers with incentive compensation. The Outperformance Plan was adopted effective as of August 14, 2006 by the Compensation Committee (the Committee) of the Board of Directors of SL Green (the Board) pursuant to authority delegated to it by the Board as set forth in the Committees charter, including authority to make grants of equity interests in the Partnership which may, under certain circumstances, become exchangeable for shares of SL Green common stock reserved for issuance under the SL Green Realty Corp. 2005 Stock Option and Incentive Plan (as amended, modified or supplemented from time to time, the Option Plan). This award agreement (this Agreement) evidences an award to the Grantee under the Outperformance Plan (the Award), which is subject to the terms and conditions set forth herein.
C. The Grantee was selected by the Committee to receive the Award and effective as of October __, 2006, caused the Partnership to (1) issue to the Grantee the number of LTIP Units (as defined herein) set forth above and (2) to award the Grantee the percentage of the Outperformance Pool (as defined herein) set forth above.
NOW, THEREFORE, the Company, the Partnership and the Grantee agree as follows:
1. Administration. The Outperformance Plan and all awards thereunder, including this Award, shall be administered by the Committee, which in the administration of the
Additional Share Baseline Value means, with respect to an Additional Share, the gross proceeds received by SL Green or the Partnership upon the issuance of such Additional Share, which amount shall be deemed to equal the price to the public if such Additional Share is issued in a public offering or, if such Additional Share is issued in exchange for assets or upon the acquisition of another entity, the cash value imputed to such Additional Share for purposes of such transaction by the parties thereto, as determined by the Committee, or, if no such value can be imputed, the Common Stock Price on the date of issuance.
Additional Shares means the sum of (A) the number of shares of Common Stock plus (B) the product of the Conversion Factor then in effect multiplied by the number of Units (other than those issued to SL Green), in the case of each (A) and (B), to the extent issued after August 1, 2006 and on or before the Valuation Date in a capital raising transaction, in exchange for assets or upon the acquisition of another entity, but specifically excluding, without limitation, shares of Common Stock issued upon exercise of stock options and restricted shares of Common Stock issued to employees or other persons or entities in exchange for services provided to SL Green.
Award LTIP Units has the meaning set forth in Section 3.
Baseline means, as of the Valuation Date, an amount representing (a) the Baseline Value multiplied by (I) the Initial Shares, and (II) the sum of 100% plus the Target Return Percentage, plus (b) with respect to each Additional Share, the product of (I) the Additional Share Baseline Value of such Additional Share, multiplied by (II) the sum of (A) 100% plus (B) the product of the Target Return Percentage multiplied by a fraction the numerator of which is the number of days prior to and including the Valuation Date during which such Additional Share has been outstanding and the denominator of which is the number of days from and including August 1, 2006 to and including the Measurement Date; provided that if the Valuation Date occurs prior to July 31, 2009 (other than as a result of clause (iii) of the definition of the Valuation Date), then for purposes of this definition in connection with the calculation of the Outperformance Pool as of the Valuation Date, the Measurement Date shall be the Valuation Date and the Target Return Percentage shall equal 30% multiplied by the Fraction.
Baseline Value means $106.39.
Change of Control means:
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Notwithstanding the foregoing clause (a), an event described in clause (a) shall not be a Change of Control if such event occurs solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of stock of the Company beneficially owned by any person (as defined above) to 25% or more of the shares of stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any person (as defined above) to 25% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional stock of the Company or other Voting Securities (other than pursuant to a share split, stock dividend, or similar transaction), then a Change of Control shall be deemed to have occurred for purposes of the foregoing clause (a).
Class A Units has the meaning given to that term in the Partnership Agreement.
Code means the Internal Revenue Code of 1986, as amended.
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Common Stock means SL Greens Common Stock, par value $.01 per share, either currently existing or authorized hereafter.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of the Common Stock for the forty-five (45) trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair market value in cash, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Conversion Factor has the meaning given to that term in the Partnership Agreement.
Disability means, unless otherwise provided in any Employment Agreement, a disability which renders the Grantee incapable of performing all of his or her material duties for a period of at least 150 consecutive or non-consecutive days during any consecutive twelve-month period.
Dividend Unit Equivalent has the meaning set forth in Section 3.
Dividend Value means, as of a particular date, the aggregate amount of dividends and other distributions paid on one share of Common Stock between August 1, 2006 and such date (excluding dividends and distributions paid in the form of additional shares of Common Stock).
Effective Date means August 1, 2006.
Employment Agreement means, as of a particular date, the Grantees employment agreement with the Company in effect as of that date.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Fair Market Value has the meaning given to that term in the Option Plan.
Family Member, of a Grantee, means the Grantees child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantees household (other than a tenant of the Grantee), a trust in which these persons (or the Grantee) own more than 50 percent of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the Grantee) own more than 50 percent of the voting interests.
Fraction means the number of whole calendar months that have elapsed since the Effective Date divided by 36.
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Initial Shares means the Total Shares less the Additional Shares.
LTIP Units means Partnership Units, as such term is defined in the Partnership Agreement, issued pursuant to Award Agreements as profits interests under the Outperformance Plan having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption set forth herein and in the Partnership Agreement.
Maximum Outperformance Pool Amount means, as of the Valuation Date, $60,000,000 multiplied by the Total Participation Percentage as of the Valuation Date.
Measurement Date means July 31, 2009, except as otherwise defined for purposes of the definition of Baseline in certain circumstances, as described in such definition.
OPP Unit Equivalent has the meaning set forth in Section 3.
Outperformance Pool means, as of the Valuation Date, a dollar amount calculated as follows: subtract the Baseline from the Total Return, in each case as of the Valuation Date, and multiply the resulting amount (or, if the resulting amount would be negative, zero) by 10%; provided, however, that in no event shall the Outperformance Pool as of the Valuation Date exceed the Maximum Outperformance Pool Amount as of the Valuation Date. Notwithstanding the foregoing, if the Valuation Date as of which the Outperformance Pool is being calculated is the date upon which a Change of Control occurs and is on or after August 1, 2007, then the Outperformance Pool shall be increased to equal (a) the amount of the Outperformance Pool calculated in accordance with the preceding sentence multiplied by (b) the lesser of (i) 200% or (ii) the sum of 100% plus a fraction the numerator of which is 36 less the number of whole calendar months that have elapsed since the Effective Date and the denominator of which is the number of whole calendar months that have elapsed since the Effective Date.
Participation Percentage means, as of the Valuation Date, the Grantees share of the Outperformance Pool as set forth above the recitals in this Agreement multiplied by a fraction, the numerator of which is $60,000,000 and the denominator of which is the Maximum Outperformance Pool Amount as of the Valuation Date.
Partnership Agreement means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 20, 1997 among the Company and the limited partners party thereto, as amended from time to time.
Target Return Percentage means 30%, except as otherwise defined for purposes of the definition of Baseline in certain circumstances, as described in such definition.
Total Participation Percentage means the aggregate initial participation percentage of all awards granted and not forfeited under the Outperformance Plan (without taking into account any adjustments to the participation percentages as a result of a decrease in the Maximum Outperformance Pool Amount below $60,000,000).
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Total Return means, as of a particular date, an amount equal to the sum of (a) the Total Shares multiplied by the Common Stock Price as of such date plus (b) the Dividend Value, as of such date, multiplied by the Initial Shares, plus (c) an amount equal to the total of all dividends and other distributions in respect of Additional Shares actually paid between August 1, 2006 and such date (excluding dividends and distributions paid in the form of additional shares of Common Stock or Units).
Total Shares means the sum of (a) the number of shares of Common Stock plus (b) the product of the Conversion Factor then in effect multiplied by the number of Units (other than those owned by SL Green), in the case of each (a) and (b), to the extent outstanding on the Valuation Date.
Total Unit Equivalent has the meaning set forth in Section 3.
Transactional Change of Control means (a) a Change of Control described in clause (a) of the definition thereof where the person or group makes a tender offer for Common Stock, or (b) a Change of Control described in clauses (c)(A) or (B) of the definition thereof.
Units means all Class A Units, Class B Units (as defined in the Partnership Agreement) and other Partnership Units (as defined in the Partnership Agreement) with economic attributes substantially similar to Class A Units or Class B Units as determined by the Committee, outstanding or issuable upon the conversion, exercise, exchange or redemption of any securities of any kind convertible, exercisable, exchangeable or redeemable for Class A Units, Class B Units or such other Partnership Units (other than LTIP Units issued under the Outperformance Plan or LTIP Units issued under any similar outperformance program prior to the determination of any performance based vesting hurdles with respect thereto).
Valuation Date means the earliest of (i) the Measurement Date, (ii) the date upon which a Change of Control shall occur, and (iii) the last day of a 30 consecutive calendar day period during which, on each day in that period, the Outperformance Pool would have reached the Maximum Outperformance Pool Amount if such day had been the Valuation Date. For purposes of determining whether the Valuation Date has occurred pursuant to clause (iii) above during or after a calendar quarter in which an award under the Outperformance Plan is forfeited (and calculating the Outperformance Pool and Participation Percentage as of such Valuation Date), the forfeited award will be deemed to have been forfeited as of the date that is twenty-nine calendar days prior to the first day of the calendar quarter in which the forfeiture actually occurred.
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in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
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as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A). The Partnership Agreement shall be amended to reflect the issuance to the Grantee of the Award LTIP Units, whereupon the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to the number of LTIP Units specified above, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein and in the Partnership Agreement.
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[signature page follows]
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IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed as of the __ day of October, 2006.
SL GREEN REALTY CORP. |
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By: |
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Marc Holliday |
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President and Chief Executive Officer |
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SL GREEN OPERATING PARTNERSHIP, L.P. |
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By: SL Green Realty Corp., its general partner |
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By: |
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Marc Holliday |
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Title: |
President and Chief Executive Officer |
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Grantee |
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EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Grantee, desiring to become one of the within named Limited Partners of SL Green Operating Partnership, L.P., hereby accepts all of the terms and conditions of (including, without limitation, the provisions of Section 15.11 titled Power of Attorney), and becomes a party to, the First Amended and Restated Agreement of Limited Partnership, dated as of August 20, 1997, of SL Green Operating Partnership, L.P., as amended through the date hereof (the Partnership Agreement). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.
Signature Line for Limited Partner: |
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Name: |
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Date: October __, 2006 |
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Address of Limited Partner: |
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EXHIBIT B
GRANTEES COVENANTS, REPRESENTATIONS AND WARRANTIES
The Grantee hereby represents, warrants and covenants as follows:
(a) The Grantee has received and had an opportunity to review the following documents (the Background Documents):
(i) The Companys latest Annual Report to Stockholders;
(ii) The Companys Proxy Statement for its most recent Annual Meeting of Stockholders;
(iii) The Companys Report on Form 10-K for the fiscal year most recently ended;
(iv) The Companys Form 10-Q for the most recently ended quarter filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;
(v) Each of the Companys Current Report(s) on Form 8-K, if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;
(vi) The Partnership Agreement;
(vii) The Option Plan; and
(viii) The Companys Certificate of Incorporation, as amended.
The Grantee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall be made.
(b) The Grantee hereby represents and warrants that
(i) The Grantee either (A) is an accredited investor as defined in Rule 501(a) under the Securities Act of 1933, as amended (the Securities Act), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise him with respect to the grant to him of LTIP Units, the potential conversion of LTIP Units into Class A Units of the Partnership (Common Units) and the potential redemption of such Common Units for shares of Common Stock (REIT Shares), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is
capable of protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is capable of bearing the economic risk of such investment.
(ii) The Grantee understands that (A) the Grantee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to his particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to his receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by the Partnership or the Company.
(iii) The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any REIT Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Grantees right (subject to the terms of the LTIP Units, the Option Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.
(iv) The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and
the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, the Company may issue such REIT Shares under the Option Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Grantee is eligible to receive such REIT Shares under the Option Plan at the time of such issuance, (II) the Company has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at the time of the issuance of such REIT Shares. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Grantee may have to bear the economic risk of his ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time.
(v) The Grantee has determined that the LTIP Units are a suitable investment for the Grantee.
(vi) No representations or warranties have been made to the Grantee by the Partnership or the Company, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in Paragraph (b) above.
(c) So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.
(d) The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit C. The Grantee agrees to file the election (or to permit the Partnership to file such election on the Grantees behalf) within thirty (30) days after the award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his personal income tax returns, and to file a copy of such election with the Grantees U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.
(e) The address set forth on the signature page of this Agreement is the address of the Grantees principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.
EXHIBIT C
ELECTION TO
INCLUDE IN GROSS INCOME IN YEAR OF
TRANSFER OF PROPERTY PURSUANT TO SECTION 83(B)
OF THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:
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The name, address and taxpayer identification number of the undersigned are: |
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Social Security No./Taxpayer Identification No.: |
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Description of property with respect to which the election is being made: |
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The election is being made with respect to |
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Units in SL Green Operating Partnership, L.P. (the Partnership). |
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The date on which the LTIP Units were transferred is October __, 2006. The taxable year to which this election relates is calendar year 2006. |
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Nature of restrictions to which the LTIP Units are subject: |
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With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership. |
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The Taxpayers LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto. |
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The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit. |
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The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit. |
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A copy of this statement has been furnished to the Partnership and SL Green Realty Corp. |
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SCHEDULE A
Vesting Provisions of LTIP Units
The LTIP Units are subject to time-based and performance-based vesting with the final vesting percentage equaling the product of the time-based vesting percentage and the performance-based vesting percentage. Performance-based vesting will be from 0-100% based on SL Green Realty Corp.s (the Companys) per-share total return to shareholders for the period from August 1, 2006 to July 31, 2009 (or earlier in certain circumstances). Under the time-based vesting hurdles, one-third of the LTIP Units will vest on the last day of the performance period and on each of the first and second anniversaries thereof, provided that the Taxpayer remains an employee of the Company through such dates, subject to acceleration in the event of certain extraordinary transactions or termination of the Taxpayers status as an employee under specified circumstances. Unvested LTIP Units are subject to forfeiture in the event of failure to vest based on the passage of time or the determination of the performance-based percentage.