RECKSON ASSOCIATES REALTY CORP
EXHIBIT 10.49
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<TYPE>EX-10.49
<SEQUENCE>4
<FILENAME>ex10-49.txt
<DESCRIPTION>EXHIBIT 10.49
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                                                                   EXHIBIT 10.49



                         RECKSON ASSOCIATES REALTY CORP.
                                 AWARD AGREEMENT

                                    RECITALS
                                    --------

         A. Scott H. Rechler (the "Grantee") is the Co-Chief Executive Officer
of Reckson Associates Realty Corp. (the "Company").

         B. The Grantee has been selected by the Compensation Committee (the
"Committee") of the Board of Directors of the Company to receive a grant of
rights (the "Rights") to receive shares of the Company's Class A common stock
(the "Common Shares"), as approved by the Board of Directors of the Company on
November 14, 2002 (the "Date of Grant").

         NOW, THEREFORE, subject to the terms and conditions set forth herein,
the Company hereby grants to the Grantee 35,247 Rights, on the terms and
conditions herein set forth.

         1.  TERMS; VESTING OF RIGHTS.

             (a) The Grantee will not possess any voting rights by virtue of the
ownership of the Rights granted hereby.

             (b) Unless terminated as hereinafter provided, the Rights will
become cumulatively vested with respect to twenty-five percent (25%) of such
Rights on each anniversary of the Date of Grant (each, a "Vesting Date") (and
shall be fully vested on the fourth anniversary of the Date of Grant), in each
case provided that the Grantee remains in continuous service with the Company or
any Affiliate until the applicable Vesting Date. For the purposes of this
agreement, the continuous service of the Grantee with the Company or any
Affiliate will not be deemed to have been interrupted, and the Grantee will not
be deemed to have terminated his service, by reason of the transfer of such
service among the Company and its Affiliates. The Grantee also will not be
deemed to have terminated his service by reason of a leave of absence approved
by the Committee; however, the vesting of the Rights will be suspended during
any such leave, and each date on which a portion of the Rights otherwise would
have become vested during or after the leave shall be deferred by a period equal
to the length of the leave.

             (c) Notwithstanding the provisions of Section 1(b), if the
Grantee's service with the Company and all Affiliates terminates by reason of
his death or Disability, or if Grantee terminates his service with the Company
for Good Reason, prior to the Vesting Date on which the Rights would otherwise
become fully vested, the Rights will become fully vested.

             (d) Notwithstanding the provisions of Section 1(b), if the
Grantee's service with the Company and all Affiliates is terminated by the
Company and/or such Affiliates without Cause or if there shall occur a Change in
Control prior to the Vesting Date on which the Rights would otherwise become
fully vested, the Rights will become fully vested.

         2.  TERMINATION OF RIGHTS. Subject to the provisions of Sections 1(c)
and (d), the unvested portion of the Rights will terminate and expire
automatically and without further notice


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immediately upon the termination of the Grantee's service with the Company and
all Affiliates for any reason.

         3.  DISTRIBUTION AND PAYMENT OF RIGHTS. As soon as practicable after
each Vesting Date, the Company shall pay to the Grantee, if Common Shares are
then available for issuance under one of the existing stock option plans of the
Company, a number of Common Shares equal to the number of Rights vesting on such
Vesting Date (subject to adjustment for any stock splits, reverse stock splits
or other similar events as the Committee may determine) (a "Common Shares
Payment") or, if no Common Shares are then available, an amount of cash equal to
(i) the FMV per Common Share on the Vesting Date, multiplied by (ii) the number
of vested and unexpired Rights then held by or with respect to the Grantee (a
"Cash Payment"). The Company shall deduct and withhold from such payments any
applicable federal, state, local or foreign taxes unless the Grantee has made
arrangements satisfactory to the Company for other payment of such taxes.

         4.  PAYMENT OF DIVIDENDS. The Rights will accrue on a cumulative basis
cash payments equivalent to the dividends paid on the Common Shares from the
Date of Grant through the Vesting Date. Subject to the deduction and withholding
from such payments for tax purposes as described in Section 3, as soon as
practicable after any Rights become vested, the Company will pay to the Grantee
in cash or in kind (as applicable) the dividends accrued with respect to such
Rights.

         5.  TAX PAYMENTS. The Grantee is hereby also granted an award in the
form of cash payments (each, a "Tax Payment") from the Company at such times and
in such amounts so as to cover any personal federal, state and local income
taxes of the Grantee resulting from (i) the Grantee's receipt of the Rights,
(ii) the payment on each Vesting Date of a Common Shares Payment or, if no
Common Shares are then available, a Cash Payment and (iii) the cash payments
made in respect of the Tax Payments. Each of the events described in (i), (ii)
and (iii) above shall be referred to herein as a "Tax Payment Event." The
Company shall make a Tax Payment to the Grantee as soon as practicable after the
occurrence of a Tax Payment Event, subject to the Company's receipt of
verification of the Grantee's tax liability resulting from a Tax Payment Event
in a form satisfactory to the Company in its sole discretion.

         6.  COMPLIANCE WITH LAW. The Company and the Grantee will make
reasonable efforts to comply with all applicable securities laws. In addition,
notwithstanding any provision of this agreement to the contrary, the Rights will
not be exercisable at any time or in any manner that the exercise thereof would
result in a violation of any such law.

         7.  REPRESENTATIONS AND WARRANTIES OF THE GRANTEE; REGISTRATION;
REPURCHASE RIGHT. The Grantee hereby represents and warrants to and agrees with
the Company as follows:

             (a) In order to comply with Section 4 hereof and any applicable
securities law, the Company may require the Grantee to furnish evidence
satisfactory to the Company (including, without limitation, a written and signed
representation letter) to the effect that all rights acquired pursuant to this
agreement were acquired by the Grantee for investment only and not for resale or
distribution.


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             (b) The Company shall have no obligation to register under the
Securities Act of 1933 any securities deemed to have been issued or awarded
pursuant to this agreement.

             (c) Certificates Representing Common Shares May Be Legended. The
Grantee understands and agrees that certificates representing any Common Shares
distributed with respect to the Rights may bear a legend on the face thereof (or
on the reverse thereof with a reference to such legend on the face thereof) that
restricts the sale, transfer or disposition of the Common Shares otherwise than
in accordance with this agreement.

         8.  SEVERABILITY. In the event that one or more of the provisions of
this agreement may be invalidated for any reason by a court, any provision so
invalidated will be deemed to be separable from the other provisions hereof, and
the remaining provisions hereof will continue to be valid and fully enforceable.

         9.  GOVERNING LAW. This agreement is made under, and will be construed
in accordance with, the laws of the State of New York, without giving effect to
the principle of conflict of laws of such State.

         10. TRANSFERABILITY. Neither the Rights nor any other rights granted
hereunder may be anticipated, assigned, alienated or transferred by the Grantee.

         11. CERTAIN DEFINITIONS. For purposes of this agreement:

             (a) "Affiliate" means any person or entity that, at the time of
reference, is controlled by, controlling of or under common control with the
Company.

             (b) "Change in Control" shall be deemed to have occurred after the
effective date of this agreement if:

                  (i)  any Person (as defined below), 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 Company representing 30% or more of
                       either (A) the combined voting power of the Company's
                       then outstanding securities having the right to vote in
                       an election of the Company's Board of Directors ("Voting
                       Securities"), (B) the combined voting power of the
                       Company's then outstanding Voting Securities and any
                       securities convertible into Voting Securities, or (C) the
                       then outstanding shares of all classes of stock of the
                       Company; or

                  (ii) individuals who, as of the date hereof, constitute
                       the Company'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 Company's Board of Directors, provided
                       that any person becoming a director of the Company
                       subsequent to the date


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                       hereof whose election or nomination for election was
                       approved by a vote of at least a majority of the
                       Incumbent Directors (other than an election or nomination
                       of an individual whose initial assumption of office is in
                       connection with an actual or threatened election contest
                       relating to the election of the directors of the Company,
                       as such terms are used in Rule 14a-11 of Regulation 14A
                       under the Exchange Act) shall, for purposes hereof, be
                       considered an Incumbent Director; or

                 (iii) the stockholders of the Company shall approve (A)
                       any consolidation or merger of the Company or any
                       Affiliate where the stockholders of the Company,
                       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, but
                       based solely on their prior ownership of shares of the
                       Company, shares representing in the aggregate more than
                       60% of the voting shares of the corporation issuing cash
                       or securities in the consolidation or merger (or of its
                       ultimate parent corporation, if any), (B) 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 Company or (C) any plan or proposal for
                       the liquidation or dissolution of the Company.

         Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company 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 Company beneficially owned by
any Person to 30% 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 30% 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 thereafter become the beneficial
owner of any additional stock of the Company or other Voting Securities (other
than pursuant to a stock split, stock dividend, or similar transaction), then a
"Change in Control" shall be deemed to have occurred for purposes of the
foregoing clause (i).

             (c) "Disability" means any physical or mental illness, injury or
condition that would qualify the Grantee for benefits under any long-term
disability benefit plan maintained by the Company or any Affiliate and
applicable to the Grantee.

             (d) "FMV" as of any date and in respect of any Common Shares shall
be:

                  (i)  if the Common Shares are listed for trading on the New
                       York Stock Exchange, the closing price, regular way, of
                       the Common Shares as reported on the New York Stock
                       Exchange Composite Tape, or if no such reported sale of
                       the Common Shares shall have

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                       occurred on such date, on the next preceding date on
                       which there was such a reported sale; or

                  (ii) if the Common Shares are not so listed but are
                       listed on another national securities exchange or
                       authorized for quotation on the National Association of
                       Securities Dealers Inc.'s NASDAQ National Market System
                       ("NASDAQ/NMS"), the closing price, regular way, of the
                       Common Shares on such exchange or NASDAQ/NMS, as the case
                       may be, on which the largest number of Common Shares have
                       been traded in the aggregate on the preceding twenty
                       trading days, or if no such reported sale of the Shares
                       shall have occurred on such date on such exchange or
                       NASDAQ/NMS, as the case may be, on the preceding date on
                       which there was such a reported sale on such exchange or
                       NASDAQ/NMS, as the case may be; or

                 (iii) if the Common Shares are not listed for trading on
                       a national securities exchange or authorized for
                       quotation on NASDAQ/NMS, the average of the closing bid
                       and asked prices as reported by the National Association
                       of Securities Dealers Automated Quotation System
                       ("NASDAQ") or, if no such prices shall have been so
                       reported for such date, on the next preceding date for
                       which such prices were so reported.

                  (e) "Good Reason" means the occurrence of any of the following
events or conditions, which event or condition is not corrected by the Company
within 30 days of written notice from the Grantee: (i) any failure of the Board
of Directors of the Company to elect the Grantee to offices with the same or
substantially the same duties and responsibilities as in effect on the Date of
Grant, (ii) any material failure by the Company or any Affiliate to timely pay
or provide to the Grantee any compensation or benefits required to be paid or
provided under the terms of any employment or similar agreement in effect during
the term of this agreement between the Grantee and the Company or such
Affiliate, (iii) any material breach by the Company or any Affiliate of any
other provision of any employment or similar agreement in effect during the term
of this agreement between the Grantee and the Company or such Affiliate, and
(iv) any failure by the Company or any Affiliate to timely offer to renew (and
to hold such offer to renew open for acceptance for a reasonable period of time)
on substantially identical terms until at least the fourth anniversary of the
Date of Grant any employment agreement in effect on the Date of Grant between
the Grantee and the Company or such Affiliate.

                  (f) "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 Reckson Operating Partnership, L.P., any
stockholder or employee of the Company on the date hereof or any estate or
member of the immediate family of such a partner, stockholder or employee, or
(B) the Company, any of its subsidiaries, or any trustee, fiduciary or other
person or entity holding securities under any employee benefit plan of the
Company or any of its subsidiaries.


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<PAGE>

         This agreement is executed by the Company as of the Date of Grant.

                                     RECKSON ASSOCIATES REALTY CORP.



                                     By: /s/ Michael Maturo
                                         ------------------------------------
                                          Name:  Michael Maturo
                                          Title: Executive Vice President,
                                                 Treasurer and Chief Financial
                                                 Officer

         The undersigned Grantee hereby acknowledges receipt of an executed
original of this agreement and accepts the Rights granted hereunder, subject to
the terms and conditions hereinabove set forth.

                                     /s/ Scott H. Rechler
                                     -------------------------------------------
                                               Grantee

                                     Dated:  November 14, 2002


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