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                                                                    EXHIBIT 10.7

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of
the 20th day of August, 1997 between Stephen L. Green ("Executive") and SL Green
Realty Corp., a Maryland corporation with its principal place of business at 70
West 36th Street, New York, New York 10018 (the "Employer").

     1.   TERM. The term of this Agreement shall commence on the date first
above written and, unless earlier terminated as provided in Section 6 below,
shall terminate on the third anniversary of the closing of the initial public
offering (the "IPO") of the Employer's Common Stock, $.01 par value per share
(the "Original Term"); PROVIDED, HOWEVER, that Section 8 hereof shall survive
the termination of this Agreement as provided therein. The Original Term may be
extended for such period or periods, if any, as may be mutually agreed to by
Executive and the Employer (each a "Renewal Term"). The period of Executive's
employment hereunder consisting of the Original Term and all Renewal Terms, if
any, is herein referred to as the "Employment Period".

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
     in the business of the Employer and its affiliates. Executive shall serve
     the Employer as a senior corporate executive with the titles Chairman of
     the Board of Directors, President and Chief Executive Officer of the
     Employer. Executive's duties and authority shall be as set forth in the
     By-laws of the Employer and as otherwise established from time to time by
     the Board of Directors of the Employer, and shall be commensurate with his
     titles and positions with the Employer.

          (b)  BEST EFFORTS. Executive agrees to his employment as described in
     this Section 2 and agrees to devote substantially all of his business time
     and efforts to the performance of his duties under this Agreement, except
     as otherwise approved by the Board of Directors of the Employer; PROVIDED,
     HOWEVER, that nothing herein shall be interpreted to preclude Executive
     from (i) participating as an officer or director of, or advisor to, any
     charitable or other tax exempt organization or otherwise engaging in
     charitable, fraternal or trade group activities, (ii) acting as an officer
     of any subsidiary of the Company, or (iii) investing his assets as a
     passive investor in other entities or business ventures, provided that he
     performs no management or similar role with respect to such entities or
     ventures and such investment does not violate Section 8 hereof.

          (c)  TRAVEL. In performing his duties hereunder, Executive shall be
     available for all reasonable travel as the needs of the Employer's business
     may require. Executive shall be based in the metropolitan area of New York
     City (the "New York City metropolitan area").

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     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this Section
3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate annual
     salary at the rate of $250,000 per annum during the Employment Period
     ("Base Salary"), subject to applicable withholding. Base Salary shall be
     payable in accordance with the Employer's normal business practices, but in
     no event less frequently than monthly. Executive's Base Salary shall be
     reviewed no less frequently than annually by the Employer and may be
     increased, but not decreased, by the Employer during the Employment Period.

          (b)  INCENTIVE COMPENSATION. In addition to the Base Salary payable to
     Executive pursuant to Section 3(a), during the Employment Period, Executive
     shall be eligible to participate in any incentive compensation plans in
     effect with respect to senior executive officers of the Employer, subject
     to Executive's compliance with such criteria as the Employer's Board of
     Directors, in its sole discretion, may establish for Executive's
     participation in such plans from time to time. Any awards to Executive
     under such plans will be established by the Employer's Board of Directors,
     or a committee thereof, in its sole discretion.

          (c)  STOCK OPTIONS. During the Employment Period, Executive shall be
     eligible to participate in employee stock option plans established from
     time to time for the benefit of senior executive officers and other
     employees of the Employer in accordance with the terms and conditions of
     such plans. All decisions regarding awards to Executive under the
     Employer's stock option plans shall be made in the sole discretion of the
     Employer's Board of Directors, or a committee thereof.

          (d)  EXPENSES. Executive shall be reimbursed for all reasonable
     business related expenses incurred by Executive at the request of or on
     behalf of the Employer, provided that such expenses are incurred and
     accounted for in accordance with the policies and procedures established by
     the Employer.

          (e)  MEDICAL INSURANCE. During the Employment Period, Executive and
     Executive's immediate family shall be entitled to participate in such
     medical benefit plan as the Employer shall maintain from time to time for
     the benefit of senior executive officers of the Employer and their
     families, on the terms and subject to the conditions set forth in such
     plan. Nothing in this section shall limit the Employer's right to change,
     modify or terminate any benefit plan or program as it sees fit from time to
     time in the normal course of business.

          (f)  VACATIONS. Executive shall be entitled to reasonable paid
     vacations in accordance with the then regular procedures of the Employer
     governing senior executive officers, not to exceed four weeks per annum, in
     the aggregate.

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          (g)  OTHER BENEFITS. During the Employment Period, the Employer shall
     provide to Executive such other benefits, including sick leave and the
     right to participate in such retirement or pension plans, as are made
     generally available to senior executive officers and employees of the
     Employer from time to time.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. The Employer agrees to
indemnify Executive to the extent permitted by applicable law with respect to
any actions commenced against Executive in his capacity as an officer or
director, or former officer or director, of the Employer or any affiliate
thereof for which he may serve in such capacity. The Employer also agrees to use
its best efforts to secure and maintain officers and directors liability
insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
rules and regulations of the Employer as adopted by its Board of Directors from
time to time regarding the performance of his duties and to carry out and
perform orders, directions and policies communicated to him from time to time by
the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

          (a)  TERMINATION BY THE EMPLOYER.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, in the reasonable good faith determination
          of the Board of Directors, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          three consecutive months or any 90 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of his duties hereunder on a full-time basis, the Employer may
          terminate the Executive's employment hereunder.

               (iii)  CAUSE. The Employer may terminate the Executive's
          employment hereunder for Cause. For purposes of the Agreement, "Cause"
          shall mean that the Board of Directors of the Employer concludes, in
          good faith and after reasonable investigation, that: (i) the Executive
          engaged in conduct which is a felony under the laws of the United
          States or any state or political subdivision thereof; (ii) the
          Executive engaged in conduct constituting breach of fiduciary duty,
          gross negligence or willful misconduct relating to the Employer, fraud
          or dishonesty or willful or material misrepresentation relating to the
          business of the Employer; (iii) the Executive breached his obligations
          or covenants under Section 8

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          of this Agreement in any material respect; or (iv) the Executive
          failed to substantially perform his duties hereunder more than 15 days
          after receiving notice of such failure from the Employer, which notice
          specifically identifies the manner in which he has failed so to
          perform.

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth Section 7.

          (b)  TERMINATION BY THE EXECUTIVE.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive With Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, "With Good Reason" shall mean: (i) a failure of the
          Board of Directors of the Employer to elect Executive to offices with
          the same or substantially the same duties and responsibilities as set
          forth in Section 2; (ii) a material failure by the Employer to comply
          with the provisions of Section 3 or a material breach by the Employer
          of any other provision of this Agreement which has not been cured
          within thirty (30) days after notice of noncompliance, (specifying the
          nature of the noncompliance) has been given by the Executive to the
          Employer; or (iii) a Force Out (as such term is defined in Section
          6(d) below).

          (c)  NOTICE OF TERMINATION. Any termination of the Executive's
     employment by the Employer or by the Executive (other than termination
     pursuant to subsection (a)(l) hereof) shall be communicated by written
     Notice of Termination to the other party hereto in accordance with Section
     11 of this Agreement. For purposes of this Agreement, a "Notice of
     Termination" shall mean a notice which shall indicate the specific
     termination provision in this Agreement relied upon and, as applicable,
     shall set forth in reasonable detail the fact and circumstances claimed to
     provide a basis for termination of the Executive's employment under the
     provision so indicated.

          (d)  DEFINITIONS. The following terms shall be defined as set forth
     below.

               (i)    A "Change-in-Control" shall be deemed to have occurred
          after the effective date of the IPO if:

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                      (A)  any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (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 Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in either such case other than as a result
               of the acquisition of securities directly from the Employer); or

                      (B)  individuals who, as of the date of the closing of the
               IPO, constitute the Employer's Board of Directors (the "Incumbent
               Directors") cease for any reason, including, without limitation,
               as a result of a tender offer, proxy contest, merger or similar
               transaction, to constitute at least a majority of the Employer's
               Board of Directors, provided that any person becoming a director
               of the Employer subsequent to the closing of the IPO whose
               election or nomination for election was approved by a vote of at
               least a majority of the Incumbent Directors shall, for purposes
               of this Agreement, be considered an Incumbent Director; or

                      (C)  the stockholders of the Employer shall approve (1)
               any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or securities
               in the consolidation or merger (or of its ultimate parent
               corporation, if any), (2) any sale, lease, exchange or other
               transfer (in one transaction or a series of transactions
               contemplated or arranged by any party as a single plan) of all or
               substantially all of the assets of the Employer or (3) any plan
               or proposal for the liquidation or dissolution of the Employer;

     Notwithstanding the foregoing, a "Change-in-Control" shall not be deemed to
have occurred for purposes of the foregoing clause (A) solely as the result of
an acquisition of securities by the Employer 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 Employer beneficially owned by
any Person to 40% 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 to 40% 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

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thereafter become the beneficial owner of any additional stock of the Employer
or other Voting Securities (other than pursuant to a share split, stock
dividend, or similar transaction), then a "Change-in-Control" shall be deemed to
have occurred for purposes for the foregoing clause (A).

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-In-Control followed by:

                      (A)  a change in duties, responsibilities, status or
               positions with the Employer, which, in Executive's reasonable
               judgment, does not represent a promotion from or maintaining of
               Executive's duties, responsibilities, status or positions as in
               effect immediately prior to the Change-In-Control, or any removal
               of Executive from or any failure to reappoint or reelect
               Executive to such positions, except in connection with the
               termination of Executive's employment for Cause, disability,
               retirement or death;

                      (B)  a reduction by the Employer in Executive's Base
               Salary as in effect immediately prior to the Change-In-Control;

                      (C)  the failure by the Employer to continue in effect any
               of the benefit plans in which Executive is participating at the
               time of the Change-In-Control of the Employer (unless Executive
               is permitted to participate in any substitute benefit plan with
               substantially the same terms and to the same extent and with the
               same rights as Executive had with respect to the benefit plan
               that is discontinued) other than as a result of the normal
               expiration of any such benefit plan in accordance with its terms
               as in effect at the time of the Change-In-Control, or the taking
               of any action, or the failure to act, by the Employer which would
               adversely affect Executive's continued participation in any of
               such benefit plans on at least as favorable a basis to Executive
               as was the case on the date of the Change-In-Control or which
               would materially reduce Executive's benefits in the future under
               any of such benefit plans or deprive Executive of any material
               benefits enjoyed by Executive at the time of the
               Change-In-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or termination of any benefits plan, undertaken in
               order to maintain such plan in compliance with any federal, state
               or local law or regulation governing benefits plans, including,
               but not limited to, the Employment Retirement Income Security Act
               of 1974, shall not constitute a Force Out for the purposes of
               this Agreement.

                      (D)  the Employer's requiring Executive to be based in an
               office located beyond a reasonable commuting distance from
               Executive's residence immediately prior to the Change-In-Control,
               except for required

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               travel relating to the Employer's business to an extent
               substantially consistent with the business travel obligations
               which Executive undertook on behalf of the Employer prior to the
               Change-In-Control;

                      (E)  the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 14 hereof; or

               (iii)  "Person" shall have the meaning used in Sections 13(d) and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) any current partner of SL Green Operating
          Partnership, L.P., any stockholder or employee of the Employer on the
          date hereof or any estate or member of the immediate family of such a
          partner, stockholder or employee, or (B) the Employer, any of its
          subsidiaries, or any trustee, fiduciary or other person or entity
          holding securities under any employee benefit plan of the Employer or
          any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
     is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii)
     Executive shall terminate his employment hereunder with Good Reason
     pursuant to Section (6)(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to the
     following benefits:

               (i)    The Employer shall continue to pay Executive's Base Salary
          for the remaining term of the Employment Period after the date of
          Executive's termination, at the rate in effect on the date of his
          termination and on the same periodic payment dates as payment would
          have been made to Executive had the Employment Period not been
          terminated;

               (ii)   For the remaining term of the Employment Period, Executive
          shall continue to receive all benefits described in Section 3 existing
          on the date of termination, subject to the terms and conditions upon
          which such benefits may be offered. For purposes of the application of
          such benefits, Executive shall be treated as if he had remained in the
          employ of the Employer with a Base Salary at the rate in effect on the
          date of termination;

               (iii)  For purposes of any stock option plan of the Employer,
          Executive shall be treated as if he had remained in the employ of the
          Employer for the remaining term of the Employment Period after the
          date of Executive's termination so that Executive may exercise any
          exercisable options and Executive's other rights shall continue to
          vest during the remaining term of the

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          Employment Period with respect to any options previously granted under
          such plans except as otherwise provided in such plan;

               (iv)   Nothing herein shall be deemed to obligate Executive to
          seek other employment in the event of any such termination and any
          amounts earned or benefits received from such other employment will
          not serve to reduce in any way the amounts and benefits payable in
          accordance herewith.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If (i) Executive is
     terminated for Cause pursuant to Section 6(a)(iii) above, or (ii) Executive
     shall voluntarily terminate his employment hereunder without Good Reason
     pursuant to Section 6(b)(iii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to
     receive only his Base Salary at the rate then in effect until the
     Termination Date and any outstanding stock options held by Executive shall
     expire in accordance with the terms of the stock option plan or option
     agreement under which the stock options were granted.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
     terminates due to his death, the Employer shall pay Executive's Base Salary
     for a period of six months from the date of his death, or such longer
     period as the Employer's Board of Directors may determine, to Executive's
     estate or to a beneficiary designated by Executive in writing prior to his
     death. Any unexercised or unvested stock options shall remain exercisable
     or vest upon Executive's death only to the extent provided in the
     applicable option plan and option agreements.

          (d)  TERMINATION BY REASON OF DISABILITY. In the event that
     Executive's employment terminates due to his disability as defined in
     Section 6(a)(ii) above, Executive shall be entitled to be paid his Base
     Salary until the later of such time when (i) the period of disability or
     illness (whether or not the same disability or illness) shall exceed 180
     consecutive days during the Employment Period and (ii) Executive becomes
     eligible to receive benefits under a comprehensive disability insurance
     policy obtained by the Employer (the "Disability Period"). Following the
     expiration of the Disability Period, the Employer may terminate this
     Agreement upon written notice of such termination. Any unexercised or
     unvested stock options shall remain exercisable or vest upon such
     termination only to the extent provided in the applicable option plan and
     option agreements.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
     TERMINATION. In the event that the Executive's employment is terminated by
     the Employer for Cause or by Executive for Good Reason, and either party
     contends that such Cause or Good Reason did not exist, the parties agree to
     submit such claim to arbitration before the American Arbitration
     Association ("AAA"), and Executive hereby agrees to submit to any such
     dispute to arbitration pursuant to the terms of this Section 7(e). In such
     a

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     proceeding, the only issue before the arbitrator will be whether
     Executive's employment was in fact terminated for Cause or for Good Reason,
     as the case may be. If the arbitrator determines that Executive's
     employment was terminated by the Employer without Cause or was terminated
     by Executive for Good Reason, the only remedy that the arbitrator may award
     is an amount equal to the severance payments specified in Section 7, the
     costs of arbitration, and Executive's attorneys' fees. If the arbitrator
     finds that Executive's employment was terminated by the Employer for Cause
     or by the Executive without Good Reason, the arbitrator will be without
     authority to award Executive anything, and the parties will each be
     responsible for their own attorneys' fees, and the costs of arbitration
     will be paid 50% by Executive and 50% by the Employer.

     8.   CONFIDENTIALITY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
     renewals), and at all times thereafter, the Executive shall maintain the
     confidentiality of all confidential or proprietary information of the
     Employer ("Confidential Information"), and, except in furtherance of the
     business of the Employer, he shall not directly or indirectly disclose any
     such information to any person or entity; nor shall he use Confidential
     Information for any purpose except for the benefit of the Employer. For
     purposes of the Agreement, "Confidential Information" includes, without
     limitation: client or customer lists, identities, contacts, business and
     financial information; investment strategies; pricing information or
     policies, fees or commission arrangements of the Employer; marketing plans,
     projections, presentations or strategies of the Employer; financial and
     budget information of the Employer; new personnel acquisition plans; and
     all other business related information which has not been publicly
     disclosed by the Employer. This restriction shall apply regardless of
     whether such Confidential Information is in written, graphic, recorded,
     photographic, data or any machine readable form or is orally conveyed to,
     or memorized by, the Executive. The Executive further agrees that, during
     the Employment Period and at all times thereafter, he shall keep
     confidential and shall not release, use or disclose without prior written
     permission of the Employer, all Confidential Information developed by him
     on behalf of the Employer or provided to him by the Employer, excepting
     only such information as was already known

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     to him prior to the commencement of his employment by the Employer or such
     information as is already known to the public.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
     Employer are essential and because Executive has access to the Employer's
     Confidential Information, Executive covenants and agrees that (i) during
     the Employment Period and (ii) in the event that this Agreement is
     terminated by the Employer for Cause or by Executive other than for Good
     Reason, during the Noncompetition Period, Executive will not, without the
     prior written consent of the Board of Directors of the Employer which shall
     include the unanimous consent of the Directors who are not officers of the
     Employer, directly or indirectly (individually, or through or on behalf of
     another entity as owner, partner, agent, employee, consultant, or in any
     other capacity):

               (i)    engage, participate or assist, as an owner, partner,
          employee, consultant, director, officer, trustee or agent, in any
          business that engages or attempts to engage in, directly or
          indirectly, the acquisition, development, construction, operation,
          management or leasing of any office real estate property anywhere in
          the New York City metropolitan area;

               (ii)   seek, solicit, or engage in any attempt to establish for
          himself or for any other person or entity, a business relationship
          with any person or entity who was a client or customer of the
          Employer, or who was solicited to become a client or customer of the
          Employer, during the Employment Period ("Employer Clients");

               (iii)  engage in any activity to interfere with, disrupt or
          damage the business of the Employer, or its relationships with any
          Employer Client, employee, supplier or other business relationship;

               (iv)   engage in business with, or provide advice or services to,
          any Employer Client solicited by the Executive in breach of Section 8
          of this Agreement (whether or not such services are compensated);

               (v)    receive, or cause any other person or entity to receive,
          any compensation, consideration, or income, in any form, from any
          Employer Client solicited by him in breach of Section 8 of this
          Agreement; or

               (vi)   solicit, encourage, or engage in any activity to induce
          any Employee of the Employer to terminate employment with the
          Employer, or to become employed by, or to enter into a business
          relationship with, any other person or entity. For purposes of this
          subsection, the term Employee means any individual who is an employee
          of or consultant to the Employer (or any affiliate) during the
          six-month period prior to Executive's last day of employment.

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          (c)  NONCOMPETITION PERIOD. For purposes of this Section 8, the
     Noncompetition Period shall mean the period commencing on the date of
     termination of Executive's employment under this Agreement and ending on
     the later of (i) the third anniversary of the IPO closing date or (ii) the
     first anniversary of the date of termination of Executive's employment
     under this Agreement.

          (d)  OPTION PROPERTY. Notwithstanding anything contained herein to the
     contrary, Executive is not prohibited by this Section 8 from (i)
     maintaining his investment in any Option Property (as such term is defined
     in the Employer's final prospectus relating to the IPO) or in any asset
     listed in the Employer's final prospectus relating to the IPO under the
     caption "The Properties - Assets Not Being Transferred to the Company" or
     (ii) from making investments in any entity that engages, directly or
     indirectly, in the acquisition, development, construction, operation,
     management or leasing of office real estate properties, regardless of where
     they are located, if the shares or other ownership interests of such entity
     are publicly traded and Executive's aggregate investment in such entity
     constitutes less than one percent (1%) of the equity ownership of such
     entity.

          (e)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
     and copies of materials, records and documents generated by him or coming
     into his possession during his employment by the Employer are the sole
     property of the Employer ("Employer Property"). During his employment, and
     at all times thereafter, the Executive shall not remove, or cause to be
     removed, from the premises of the Employer, copies of any record, file,
     memorandum, document, computer related information or equipment, or any
     other item relating to the business of the Employer, except in furtherance
     of his duties under the Agreement. When the Executive terminates his
     employment with the Employer, or upon request of the Employer at any time,
     the Executive shall promptly deliver to the Employer all originals and
     copies of Employer Property in his possession or control and shall not
     retain any originals or copies in any form.

          (f)  NO DISPARAGEMENT. Following termination of the Executive's
     employment for any reason, the Executive shall not disclose or cause to be
     disclosed any negative, adverse or derogatory comments or information about
     (i) the Employer and its parent, affiliates or subsidiaries, if any; (ii)
     any product or service provided by the Employer and its parent, affiliates
     or subsidiaries, if any; or (iii) the Employer's and its parent's,
     affiliates' or subsidiaries' prospects for the future.

          (g)  REMEDIES. The Executive declares that the foregoing limitations
     in Sections 8(a) through 8(f) above are reasonable and necessary for the
     adequate protection of the business and the goodwill of the Employer. If
     any restriction contained in this Section 8 shall be deemed to be invalid,
     illegal or unenforceable by reason of the extent, duration or scope
     thereof, or otherwise, then the court making such determination shall have
     the right to reduce such extent, duration, scope, or other provisions
     hereof to make

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     the restriction consistent with applicable law, and in its reduced form
     such restriction shall then be enforceable in the manner contemplated
     hereby. In the event that the Executive breaches any of the promises
     contained in this Section 8, the Executive acknowledges that the Employer's
     remedy at law for damages will be inadequate and that the Employer will be
     entitled to specific performance, a temporary restraining order or
     preliminary injunction to prevent the Executive's prospective or continuing
     breach and to maintain the status quo. The existence of this right to
     injunctive relief, or other equitable relief, or the Employer's exercise of
     any of these rights, shall not limit any other rights or remedies the
     Employer may have in law or in equity including, without limitation, the
     right to arbitration contained in Section 7(e) hereof and the right to
     compensatory, punitive and monetary damages. In the event that a final
     non-appealable judgment is entered in favor of one of the parties, that
     party shall be reimbursed by the other party for all costs and attorneys'
     fees incurred by such party in such action. Executive hereby agrees to
     waive his right to a jury trial with respect to any action commenced to
     enforce the terms of this Agreement.

          (h)  TRANSITION. Regardless of the reason for his departure from the
     Employer, the Executive agrees that: (i) he shall assist the Employer in
     maintaining the business of the clients and customers with whom the
     Executive has a relationship; and (ii) he shall take all steps reasonably
     requested by the Employer to effect a successful transition of those
     relationships to the person or persons designated by the Employer.

          (i)  SURVIVAL. The provisions of this Section 8 shall survive
     termination of the Executive's employment. The covenants contained in
     Section 8 shall be construed as independent of any of other provisions
     contained in this Agreement and shall be enforceable regardless of whether
     the Executive has a claim against the Employer under the Agreement or
     otherwise.

     9.   COOPERATION. The Executive agrees to give prompt written notice to the
Employer of any claim or injury relating to the Employer, and to fully cooperate
in good faith and to the best of his ability with the Employer in connection
with all pending, potential or future claims, investigations or actions which
directly or indirectly relate to any transaction, event or activity about which
the Executive may have knowledge because of his employment with the Employer.
Such cooperation shall include all assistance that the Employer, its counsel, or
its representatives may reasonably request, including reviewing documents,
meeting with counsel, providing factual information and material, and appearing
or testifying as a witness.

     10.  CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

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     11.  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 the Executive:

               Stephen L. Green
               70 West 36th Street
               New York, New York 10018

          (b)  if to the Employer:

               SL Green Realty Corp.
               70 West 36th Street
               New York, New York 10018

or such other address as either party may from time to time specify by written
notice to the other party hereto.

     12.  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.

     13.  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 circumstance 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 thereof) or the application of such provision to any other persons or
circumstances.

     14.  SUCCESSORS. Neither this Agreement nor any rights hereunder may be
assigned or hypothecated by the Executive. This Agreement may be assigned by the
Employer and shall be binding upon, and inure to the benefit of, the Employer's
successors and assigns.

     15.  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.

     16.  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

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performed entirely within such State, without regard to the conflicts of law
principles of such State.

     17.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York, New York County, for the purpose of any
action to enforce any of the terms of this Agreement.

     18.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. The parties hereto shall not be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein.

     19.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

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     IN WITNESS WHEREOF, this Agreement is entered into as of the date and year
first above written.

                                            SL GREEN REALTY CORP.


                                            By: /s/ Benjamin P. Feldman
                                               ---------------------------------
                                              Name: Benjamin P. Feldman
                                              Title: Executive Vice President

                                            /s/ Stephen L. Green
                                            ---------------------------------
                                            Stephen L. Green

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