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 Company’s 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 Committee’s 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.

RECITALS

A.                                   It is proposed that Reckson shall merge with and into Purchaser (the “Merger”) with the Purchaser surviving, pursuant to which each of the issued and outstanding common shares of Reckson, par value $0.01 per share (the “Reckson Common Shares”), shall be converted into the right to receive the Merger Consideration (as defined herein) upon the terms and subject to the conditions provided herein.

B.                                     It is proposed that Wyoming Acquisition LP shall merge with and into the Operating Partnership (the “Partnership Merger” and, together with the Merger, the “Mergers”), with the Operating Partnership surviving on the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), pursuant to which, on the terms and subject to the conditions provided herein,  each Class A common unit of limited partnership interest in the Operating Partnership and each Class C common unit of limited partnership interest in the Operating Partnership (together “Common LP Units”) shall be converted into the right to receive the Partnership Merger Consideration (as defined herein) and each Series D Preferred Unit of limited partnership interest in the Operating Partnership (the “Preferred LP Units” and together with the Common LP Units, and the LTIP OP Units, the “LP Units”) shall remain outstanding in accordance with its terms.

C.                                     A committee of independent directors of the Board of Directors of Reckson (the “Reckson Committee”) has received the opinion (the “Fairness Opinion”) of Goldman Sachs & Co. (the “Reckson Financial Advisors”).

D.                                    Each of the Reckson Committee and the Reckson Board of Directors (the “Reckson Board of Directors”) has determined that this Agreement, the Merger, and the other transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of Reckson and the holders of Reckson Common Shares (the “Reckson Common Shareholders”).

E.                                      Reckson, as the general partner of the Operating Partnership, has determined that this Agreement, the Partnership Merger, and the other transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of the Operating Partnership, the holders

RECITALS

WHEREAS, the Parent and GKK Capital LP, a Delaware limited partnership (the “Operating Partnership” and collectively with the Parent and subsidiaries and other entities controlled by either of them, the “Company”) engaged GKK Manager LLC, a Delaware limited liability company (the “Manager”), and a subsidiary of SL Green to provide management services to the Company pursuant to that certain Management Agreement dated as of August 2, 2004, as amended and restated as of the date hereof (the “Management Agreement”) by and among the Parent, the Operating Partnership and the Manager; and

WHEREAS, the Parent and SL Green OP entered into an origination agreement dated as of August 2, 2004, to address certain elements of the relationship between the Company and SL Green, including rights to acquire fixed income investments and SL Green OP’s ownership in the Parent or the Operating Partnership (the “Original Origination Agreement”);

WHEREAS, the Parent and SL Green OP wish to amend and restate the Original Origination Agreement in its entirety.

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 2005 Long-Term Outperformance Plan (the “Outperformance Plan”) to provide the Company’s Senior Officers with incentive compensation

RECITALS

WHEREAS, Manager provides certain management services to Gramercy Capital Corp. (the “Parent”) and GKK Capital LP (the “Operating Partnership” and collectively with the Parent, the “Company”) pursuant to that certain Management Agreement, dated as of the date hereof (the “Management Agreement”), by and among the Company and the Manager;

WHEREAS, Manager desires to avail itself of the experience, advice and assistance of SL Green to provide various services related to the Parent’s obligations as a publicly registered and traded company; and

WHEREAS, SL Green is willing to perform the services described below on the terms and conditions hereinafter set forth.

WHEREAS, the Company has agreed in the Management Agreement to reimburse Manager for certain Expenses (as defined in the Management Agreement) incurred in connection with the Services obtained from SL Green or other third party service providers.

RECITALS

WHEREAS, the Company is engaging GKK Manager, LLC (the “Manager”), a subsidiary of SL Green, to provide management services to the Parent and GKK Capital LP (the “Operating Partnership” and collectively with the Parent, the “Company”) pursuant to that certain Management Agreement dated as of the date hereof (the “Management Agreement”) by and among the Company and the Manager; and

WHEREAS, the Company and SL Green wish to address certain elements of their relationship, including rights to acquire fixed income investments and SL Green’s ownership in the Company.