SL GREEN REALTY CORP. (NYSE:SLG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SL GREEN REALTY CORP. (NYSE:SLG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Extension of Matthew DiLiberto as Chief Financial Officer

On February 2, 2018, Matthew DiLiberto and SL Green Realty Corp. (the “Company”) agreed to extend Mr. DiLiberto’s term as Chief Financial Officer for an additional three years through January 1, 2021. The following summarizes the material terms of the new agreement entered into by the Company and Mr. DiLiberto in connection with this extension:

Term:

Three years (1/1/18 — 1/1/21)

Base Salary:

$550,000 per year

Annual Bonus:

May be awarded in amounts deemed appropriate by the Compensation Committee to reward Mr. DiLiberto for job performance, which may be based on the achievement of specific goals established in advance by the Compensation Committee.

LTIP Units:

The Company granted Mr. DiLiberto LTIP units having the following terms:

# of Units

Vesting

15,000

January 1, 2019, 2020 and 2021, in equal installments, subject to continued employment

15,000

January 1, 2019, 2020 and 2021, in equal installments, subject to continued employment and achievement of performance-based criteria. In each case, from 50-50% vesting based on achievement of either annual growth in FFO (with such adjustments as the Compensation Committee determines to be appropriate for comparability between periods) of 2.5-5% per year or TRS in the top one-third to two-thirds of the SNL Office REIT Index, respectively, for the prior year (or on a cumulative basis from 2018 through such year or a subsequent quarter during the term). No vesting unless the 50% threshold performance criteria described above is met.

Severance Benefits:

If Mr. DiLiberto’s employment is terminated by the Company without Cause or by Mr. DiLiberto for Good Reason during the term, Mr. DiLiberto will be entitled to the following payments or benefits:

Termination Without Change-in-Control

Termination in Connection with Change-in- Control

· 1x average annual base salary and bonus

· Pro-rata bonus for partial year

· Acceleration of all unvested equity awards (other than OPP awards)

· 12 months of benefit continuation payments

· 2x average annual base salary and bonus

· Pro-rata bonus for partial year

· Acceleration of all unvested equity awards (other than OPP awards)

· 24 months of benefit continuation payments

Post-Change-in-Control Salary:

For periods following a Change-in-Control, in lieu of the compensation described above, Mr. DiLiberto will be entitled to receive salary payable in cash at a per annum rate equal to the sum of his annual base salary in effect prior to the Change-in-Control plus his annual bonus and the value of his deferred compensation contributions, if any, and his equity awards (other than those granted under any future outperformance plans) that vested during the most recent fiscal year prior to the Change-in-Control.

Restrictive Covenants:

Mr. DiLiberto will not compete with the Company while employed and until 12 months after termination for any reason other than non-renewal of the term or termination in connection with a

Change-in-Control. Mr. DiLiberto has also agreed to non-solicitation, non-disparagement and non-interference covenants.

The terms Cause, Good Reason and Change-in-Control, as used above, are specifically defined in Mr. DiLiberto’s new employment agreement. The discussion above is qualified in its entirety by reference to the copy of the employment agreement by and between the Company and Mr. DiLiberto, which is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


SL GREEN REALTY CORP Exhibit
EX-10.1 2 a18-5336_1ex10d1.htm EX-10.1 Exhibit 10.1   AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT   This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of February 2,…
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About SL GREEN REALTY CORP. (NYSE:SLG)

SL Green Realty Corp. is a self-managed real estate investment trust, with in-house capabilities in property management, acquisitions and dispositions, financing, development and redevelopment, construction and leasing. The Company acquires, owns, repositions, manages and leases commercial office, retail and multifamily properties in the New York Metropolitan area. It operates through two segments: real estate, and debt and preferred equity investments. It owns or holds interests in approximately 30 consolidated and over five unconsolidated commercial office buildings encompassing approximately 21.0 million rentable square feet and approximately 3.0 million rentable square feet, for a total of over 24.0 million rentable square feet, located primarily in midtown Manhattan. It invests in well-collateralized debt and preferred equity investments. It manages an office building owned by a third-party encompassing over 336,000 square feet and holds debt and preferred equity investments.

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