SL GREEN REALTY CORP.
2003 LONG-TERM OUTPERFORMANCE
1.1 Background . SL Green Realty Corp. (the “ Company ”) maintains the SL Green Realty
Corp. Amended 1997 Stock Option and Incentive Plan (as amended, modified or supplemented from time to
time, the “ Plan ”). Among the forms of compensation contemplated by the Plan are grants of restricted stock.
This 2003 Long-Term Outperformance Compensation Program (this “ Program ”) is adopted in furtherance of
the authority to make such grants and provides for grants of restricted stock awards (each, an “ Award ”) to
designated Persons. The Awards shall be subject to the terms and conditions set forth herein and shall also be
subject in all respects to the Plan. The Awards and the Persons entitled to such awards (each, an “ Award
Recipient ”) shall be evidenced pursuant to plan agreements (each, an “ Award Agreement ”) substantially in the
form attached hereto.
1.2 Administration . Without limitation of Section 1.1 , the Program and the Awards shall be
administered by the Compensation Committee (the “ Committee ”) of the Board of Directors of the Company
(the “ Board ”) in accordance with the Plan.
1.3 Definitions . Capitalized terms used herein without definitions shall have the meanings given to
those terms in the Plan. In addition, as used herein:
“ Award Shares ” has the meaning given to that term in Section 2.1.1 .
“ Change of Control ” means:
(i) any Person, together with all “affiliates” and “associates” (as such terms are defined in
Rule 12b-2 under the Exchange Act) of such Person, shall become the “beneficial owner” (as such term
is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of either (A) the combined voting power of the Company’s then outstanding
securities having the right to vote in an election of the Bo