SL GREEN REALTY CORP.
420 Lexington Avenue
New York, New York 10170
May 7, 1999
To the Stockholders:
In the Proxy Statement, dated March 31, 1999 relating to our upcoming
Annual Meeting to be held on May 19, 1999, previously distributed to you,
there was an inadvertent error in Proposal 3 (Approval of the Amended 1997
Stock Option and Incentive Plan). The Proxy Statement, as previously
distributed, indicated that the 1997 Stock Option and Incentive Plan was to be
amended so as to increase the aggregate number of shares of Common Stock
pursuant to which awards may be granted from 1,100,000 shares to 1,700,000.
The actual proposal, as approved by the Board of Directors, increases such
number from 1,700,000 to 2,975,000.
We apologize for any inconvenience this may have caused you and have
attached a copy of the corrected Proposal 3 to this letter.
A stockholder of record may revoke a proxy at any time before it has
been exercised by filing a written revocation with the Secretary of the
Company at the address of the Company set forth above, by filing a duly
executed proxy bearing a later date, or by appearing in person and voting by
ballot at the Annual Meeting. Any stockholder of record as of the Record Date
attending the Annual Meeting may vote in person whether or not a proxy has
been previously given but the presence (without further action) of a
stockholder at the Annual Meeting will not Constitute revocation of a
previously given proxy.
Very truly yours,
/s/ Benjamin P. Feldman
Benjamin P. Feldman
Secretary
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SL GREEN REALTY CORP.
420 Lexington Avenue
New York, New York 10170
PROPOSAL 3: APPROVAL OF THE
AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN
In December 1997, March 1998 and March 1999, the Board of Directors
amended the 1997 Stock Option and Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN.
The Company's 1997 Stock Option and Incentive Plan ("1997 Stock
Option and Incentive Plan") was adopted at the time of the IPO in order to
provide a means for the Company to implement its long-term incentive program
for executive officers and directors, as well as to provide incentives for
other officers and employees. The Company's objective in providing these
incentives is to attract, retain and motivate talented persons that will
maximize stockholder value. In this regard, the Company has sought to provide
incentives for a broad range of persons employed by the Company in granting
awards under the 1997 Stock Option and Incentive Plan.
In order to ensure that the Company can continue the broad-based
application of its long-term incentive program, the Board of Directors has
amended the 1997 Stock Option and Incentive Plan. The Amended 1997 Stock
Option and Incentive Plan previously was amended to include "consultants" as
among the persons eligible to receive awards under the plan and to provide for
the grant of awards in respect of up to an aggregate of 1,700,000 shares of
Common Stock. (The 1997 Stock Option and Incentive Plan originally provided
for the grant of awards in respect of up to an aggregate of 1,100,000 shares
of Common Stock.) The Board of Directors has now amended the Amended 1997
Stock Option and Incentive Plan to provide for the grant of awards in respect
of up to an aggregate of 2,975,000 shares of Common Stock. The Amended 1997
Stock Option and Incentive Plan, as amended, is otherwise the same as the 1997
Stock Option and Incentive Plan.
The following is a description of the Amended 1997 Stock Option and
Incentive Plan:
The Amended 1997 Stock Option and Incentive Plan authorizes (i) the
grant of stock options that qualify as incentive stock options under Section
422 of the Code ("ISOs"), (ii) the grant of stock options that do not so
qualify ("NQSOs"), (iii) the grant of stock options in lieu of cash Directors'
fees and employee bonuses, and (iv) grants of shares of Common Stock, in lieu
of cash compensation. The exercise price of stock options is determined by the
Compensation Committee, but may not be less than 100% of the fair market value
of the shares of Common Stock on the date of grant in the case of ISOs;
provided that, in the case of grants of NQSOs granted in lieu of cash
Directors' fees and employee bonuses, the exercise price may not be less than
50% of the fair market value of the shares of Common Stock on the date of
grant. The Company has previously reserved 1,700,000 shares of Common Stock
for issuance under the Amended 1997 Stock Option and Incentive Plan. As of
December 31, 1998, options for 1,698,000 shares of Common Stock had been
granted pursuant to the Amended 1997 Stock Option and Incentive Plan,
including options to purchase 375,000 shares of Common Stock granted to the
Named Executive Officers. In that regard, as of December 31, 1998, David J.
Nettina had been granted options to purchase 175,000 shares of Common Stock
(100,000 of which were awarded in October, 1998), Stephen Green had been
granted options to purchase 125,000 shares of Common Stock (which options were
granted in October, 1998), Nancy A. Peck and Ben Feldman had each been granted
options to purchase 100,000 shares of Common Stock (50,000 of which were
awarded to each in October, 1998), and Steven H. Klein and Gerard Nocera had
each been granted options to purchase 125,000 shares of Common Stock (75,000
of which were awarded to each in October, 1998). See "Executive Compensation."
In addition, each non-employee (including Mr. Levy, nominee for election as a
Director at the Annual Meeting) was granted options to purchase 6,000 shares
of Common Stock upon completion of the IPO. See "Proposal I -- Election of
Directors -Director Compensation." On May 6, 1999, the last reported sale
price of the Common Stock on the New York Stock Exchange was $20.125.
The section entitled "Certain Federal Income Tax Consequences of the
Amended 1997 Stock Option and Incentive Plan" contained in the Proxy Statement
previously distributed is not hereby modified.
A stockholder of record may revoke a proxy at any time before it has
been exercised by filing a written revocation with the Secretary of the
Company at the address of the Company set forth above, by filing a duly
executed proxy bearing a later date, or by appearing in person and voting by
ballot at the Annual Meeting. Any stockholder of record as of the Record Date
attending the Annual Meeting may vote in person whether or not a proxy has
been previously given but the presence (without further action) of a
stockholder at the Annual Meeting will not Constitute revocation of a
previously given proxy.
All capitalized terms not defined herein shall have the meanings
ascribed to them in the Proxy Statement, dated March 31, 1999.
