SL GREEN REALTY CORP. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Extension of
On
The following summarizes the material terms of the new agreement entered into by
the Company and
Term: Three years (1/18/22 - 1/17/25), with automatic renewals for
successive one-year periods unless either party provides prior
written notice of non-renewal. In the event that a
Change-in-Control occurs within 18 months prior to the scheduled
expiration of the term, Mr. Holliday may extend the term until
the date that is 18 months after the Change-in-Control.
Base Salary: $1,250,000 per year.
Formulaic Annual Opportunity to earn 50-300% of base salary upon the achievement
Cash Bonus: of specific goals established in advance by the Compensation
Committee.
Annual Time-Based Beginning in January 2022, Mr. Holliday will be eligible to
Awards: receive an annual award of time-based LTIP units based on the
Company's performance during the prior year, with one-third of
each award vesting on January 1st of each of the first three
years following such award. The value of the award each year will
be determined by the Compensation Committee based on its
evaluation of Mr. Holliday's performance during the prior year,
provided that the amount for target performance will not be less
than $4,500,000 . Each award will provide for full acceleration
upon a termination of Mr. Holliday's employment without Cause or
for Good Reason, whether during or after the term of the
employment agreement, or upon Mr. Holliday's resignation
following expiration of the term.
Annual Beginning in January 2022, Mr. Holliday will receive an annual
Performance-Based award of performance-based LTIP units with a target value of
Awards: $,500,000 .
As set forth below, earning of the performance-based LTIP units
will be based one-half on operating performance over a one-year
period (as modified by absolute TSR over a three-year period) and
one-half on relative TSR performance over a three-year period
(with linear interpolation applying between levels):
Operating Performance over 1 Year (50% of Award)*
Performance Level Threshold Target Maximum
Percentage Earned 50 % 100 % 200 %
Relative TSR over 3 Years (50% of Award)
Performance Level Threshold Target Maximum
Percentage Earned 50 % 100 % 225 %
* Amount earned to be modified up or down by up to 12.5% of the
amount otherwise earned based on absolute TSR over three years.
The specific hurdles will be determined by the Compensation
Committee at the time of each award; provided that the absolute
TSR modifier and relative TSR hurdles for the 2022 award are
specified in the agreement.
Each award will provide that the LTIP units will remain
outstanding following a termination of Mr. Holliday's employment
without Cause or for Good Reason, whether during or after the
term of the employment agreement, or following Mr. Holliday's
resignation following expiration of the term. In addition, upon
any termination for Good Reason or without Cause (including as a
result of non-renewal by the Company) prior to the conclusion of
a performance period, operating performance (but not relative
performance) will be deemed to have been achieved at maximum,
subject to the absolute TSR modifier, which will continue to
apply in accordance with its terms.
In connection with a Change-in-Control prior the conclusion of
any performance period, operating performance will be deemed to
have been achieved at target performance and absolute and
relative TSR performance will be determined based on actual,
annualized performance through the date of the Change-in-Control.
Severance If Mr. Holliday's employment is terminated by the Company without
Benefits: Cause (including upon non-renewal of the term by the Company) or
by Mr. Holliday for Good Reason during the term, Mr. Holliday
will be entitled to the following payments or benefits:
Termination Without Termination in Connection with
Change-in-Control Change-in-Control
· 2x the sum of base salary, · 3x the sum of base salary,
formulaic bonus (assuming all average annual bonus for prior
criteria were achieved at two years and target value of
maximum) and target value of annual time-based award
annual time-based equity award
(or 1x in the case of · Pro-rata bonus and pro-rata
non-renewal of the term) portion of target value of
annual time-based award for
· Pro-rata bonus and pro-rata partial year
portion of target value of
annual time-based award for · Acceleration of all unvested
partial year equity awards (other than
performance-based awards, which
· Acceleration of all unvested are governed by the terms
equity awards (other than described above)
performance-based awards, which
are governed by the terms · 36 months of benefit
described above) continuation payments (including
· 24 months of benefit life insurance)
continuation payments
(including life insurance)
Restrictive
continues) and until 12 months after termination of employment
during the term (or 6 months after a termination in connection
with or within 18 months after a Change-in-Control or a
termination of employment upon or after the expiration of the
term of employment). Mr. Holliday has also agreed to
non-solicitation, non-disparagement and non-interference
covenants.
In the event of a Change-in-Control, the employment agreement also provides for
The terms Cause, Good Reason and Change-in-Control, as used above, are
specifically defined in
2
Extension of
On
The following summarizes the material terms of the new agreement entered into by
the Company and
Term: Two years (1/1/22 - 12/31/23), with automatic renewals for
successive one-year periods unless either party provides prior
written notice of non-renewal. In the event that a
Change-in-Control occurs within 18 months prior to the scheduled
expiration of the term, Mr. Mathias may extend the term until the
date that is 18 months after the Change-in-Control.
Base Salary: $950,000 per year.
Formulaic Opportunity to earn 50-250% of base salary upon the achievement
Annual Cash of specific goals established in advance by the Compensation
Bonus: Committee.
Annual Beginning in January 2022, Mr. Mathias will be eligible to
Time-Based receive an annual award of time-based LTIP units based on the
Awards: Company's performance during the prior year, with one-third of
each award vesting on January 1st of each of the first three
years following such award. The value of the award each year will
be determined by the Compensation Committee based on its
evaluation of Mr. Mathias's performance during the prior year,
provided that the amount for target performance will not be less
than $3,500,000 . Each award will provide for full acceleration
upon a termination of Mr. Mathias's employment without Cause or
for Good Reason, whether during or after the term of the
employment agreement, or upon Mr. Mathias's resignation following
expiration of the term.
Annual Beginning in January 2022, Mr. Mathias will receive an annual
Performance- award of performance-based LTIP units with a target value of
Based $6,000,000 .
Awards:
As set forth below, earning of the performance-based LTIP units
will be based one-half on operating performance over a one-year
period (as modified by absolute TSR over a three-year period) and
one-half on relative TSR performance over a three-year period
(with linear interpolation applying between levels):
Operating Performance over 1 Year (50% of Award)*
Performance Level Threshold Target Maximum
Percentage Earned 50 % 100 % 200 %
Relative TSR over 3 Years (50% of Award)
Performance Level Threshold Target Maximum
Percentage Earned 50 % 100 % 225 %
* Amount earned to be modified up or down by up to 12.5% of the
amount otherwise earned based on absolute TSR over three years.
The specific hurdles will be determined by the Compensation
Committee at the time of each award; provided that the absolute
TSR modifier and relative TSR hurdles for the 2022 award are
specified in the agreement.
Each award will provide that the LTIP units will remain
outstanding following a termination of Mr. Mathias's employment
without Cause or for Good Reason, whether during or after the
term of the employment agreement, or following Mr. Mathias's
resignation following expiration of the term. In addition, upon
any termination for Good Reason or without Cause (including as a
result of non-renewal by the Company) prior to the conclusion of
a performance period, operating performance (but not relative
performance) will be deemed to have been achieved at maximum,
subject to the absolute TSR modifier, which will continue to
apply in accordance with its terms.
3
In connection with a Change-in-Control prior the conclusion of
any performance period, operating performance will be deemed to
have been achieved at target performance and absolute and
relative TSR performance will be determined based on actual,
annualized performance through the date of the Change-in-Control.
Severance If Mr. Mathias's employment is terminated by the Company without
Benefits: Cause (including upon non-renewal of the term by the Company) or
by Mr. Mathias for Good Reason during the term, Mr. Mathias will
be entitled to the following payments or benefits:
Termination Without Termination in Connection
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibits
10.1 Amended and Restated Employment and Noncompetition Agreement,
dated as of December 31, 2021 , by and between SL Green Realty Corp.
and Marc Holliday .
10.2 Amended and Restated Employment and Noncompetition Agreement,
dated as of December 31, 2021 , by and between SL Green Realty Corp.
and Andrew Mathias .
10.3 Amended and Restated Employment and Noncompetition Agreement,
dated as of December 31, 2021 , by and between SL Green Realty Corp.
and Andrew Levine .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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