RECKSON OPERATING PARTNERSHIP LP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

                                                                    EXHIBIT 10.1

                         RECKSON ASSOCIATES REALTY CORP.
                       LONG-TERM INCENTIVE AWARD AGREEMENT

                                    RECITALS
                                    --------

         A. Scott Rechler (the "Grantee") is an executive officer of Reckson
Associates Realty Corp. (the "Company") or one of its Affiliates.

         B. The Company's Board of Directors has adopted a long-term incentive
plan ("LTIP") designed to provide the Company's Executive Officers and certain
other key senior employees with their incentive compensation through March 2007.

         C. The Grantee has been selected by the Compensation Committee of the
Board of Directors of the Company (the "Committee") to receive an award under
the LTIP comprised of a grant of a core annual long-term incentive award (the
"Core Award") and a special long-term incentive award (the "Special
Outperformance Award"), effective as of March 13, 2003 (the "Date of Grant").

                  NOW, THEREFORE, the Company hereby grants to the Grantee,
effective as of the Date of Grant, the Core Award in the form of 138,889
restricted shares of the Class A Common Stock ($0.01 par value per share) of the
Company (the "Common Stock") and the Special Outperformance Award in the Target
Amount, in each case subject to the terms and conditions of this Long-Term
Incentive Award Agreement (this "Agreement").

     1. Nature of Core Award; Restrictions on Transfer: The restricted shares of
Common Stock that comprise the Core Award (the "Core Shares") will be granted to
the Grantee under the Company's 2002 Stock Option Plan (the "Plan"), the terms
and conditions of which are hereby incorporated by reference. The Core Shares
will not be transferable by the Grantee until such shares become vested in
accordance with Section 3.

     2. Nature of Special Outperformance Award; Restrictions on Transfer: The
Special Outperformance Award represents a potential cash bonus (with a stated
Target Amount) that may become vested and earned based upon the Grantee's
continued employment and the achievement of the performance goals set forth in
Section 4 hereof. The Grantee's actual Special Outperformance Award amount, if
any, will be based on the Grantee's vested interest in a portion of the Special
Outperformance Pool and, to the extent this amount as determined under Section
4(a) is less than 25% of the Target Amount, may be based on the Grantee's Target
Amount as provided in Section 4(b). The Grantee's right in the Special
Outperformance Award represents a mere unfunded and unsecured contingent promise
to pay by the Company. The Grantee will have no rights as a shareholder of the
Company based on or attributable to the Grantee's Special Outperformance Award
or Target Amount, and neither such Special Outperformance Award, nor such Target
Amount, nor any interest therein may be transferred, assigned, alienated or
anticipated other than by will or the laws of descent and distribution.





<PAGE>

     3. Vesting of the Core Shares: The Core Shares generally will become vested
and transferable as follows:

        (a) 6.25% of the Core Shares will become cumulatively vested and
transferable on each of the first four anniversaries of the Date of Grant (each
such anniversary hereinafter referred to as an "Annual Vesting Date"); in each
case provided that the Grantee remains in continuous employment with the Company
or any of its Affiliates until such date.

        (b) 18.75% of the Core Shares will become cumulatively vested and
transferable on each of the Annual Vesting Dates; in each case provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such date; and provided, further, that any shares which
otherwise would become vested on such Annual Vesting Date will not become so
vested unless the Company has achieved, during the last year completed before
the applicable Annual Vesting Date, a cumulative and compounded total return to
shareholders based on the Base Price (including all dividends and stock
appreciation) that either (i) is at or above the 50th percentile of the
cumulative and compounded total return to shareholders achieved by members of
the Peer Group during the same period, or (ii) subject to the provisions of
Section 3(f), equals a cumulative and compounded total return of at least 9% per
annum. If the vesting performance requirement is not satisfied for a given
period, the Core Shares from such year or years will not be forfeited and will
be eligible to become vested if the vesting performance requirement applicable
to such Core Shares is satisfied on a cumulative and compounded basis for an
extended performance period that includes the year ended prior to the original
Annual Vesting Date and the and the year ended on the following Annual Vesting
Date. If necessary, this cumulative and compounded method of satisfying the
vesting performance requirement also will be applied on a look-back basis at the
end of the four-year vesting performance period. For purposes of this Section,
(i) the performance of the Company relative to the performance of members of the
Peer Group will be determined using the actual closing prices per share on the
New York Stock Exchange of the Common Stock and the securities of the members of
the Peer Group on the applicable anniversary of the Date of Grant (or the last
trading day preceding such anniversary if the anniversary does not fall on a
trading day), and (ii) the per annum percentage performance of the Company will
be determined using the 45-day VWAP for the period ending on the applicable
anniversary of the Date of Grant (or the last trading day preceding such
anniversary if the anniversary does not fall on a trading day).

        (c) Notwithstanding the foregoing, if a Change-in-Control occurs prior
to the fourth Annual Vesting Date and the Grantee remains in continuous
employment with the Company or any of its Affiliates until such occurrence, all
non-vested Core Shares will thereupon become fully vested and transferable.

        (d) Notwithstanding the foregoing, if the Grantee's employment with the
Company and all Affiliates is terminated prior to the fourth Annual Vesting Date
by reason of the Grantee's death or Disability, by the Grantee for Good Reason,
or by the Company or any Affiliate for any reason other than Cause or transfer
to another Affiliate, all non-vested Core Shares will thereupon become fully
vested and transferable. If the Grantee's employment with the Company and all
Affiliates is terminated prior to the fourth Annual Vesting Date for any other
reason, any Core Shares that have not yet become vested will thereupon be
forfeited.



                                       2
<PAGE>

        (e) Notwithstanding the foregoing, if the Grantee remains in continuous
employment with the Company or any of its Affiliates until an applicable Annual
Vesting Date but the vesting performance requirement is not satisfied for the
year ending on such date (or any extended performance period as contemplated in
Section 3(b) above), and if the Committee determines that it nevertheless would
be consistent with the spirit and intent of this Agreement to vest some or all
of the Core Shares that otherwise would have become vested and transferable on
that Annual Vesting Date, then the Committee, in its sole and absolute
discretion, may elect to vest some or all of such Core Shares.

        (f) Notwithstanding the foregoing, in the event that (i) the Core Shares
would become vested as a result of the Company achieving a cumulative and
compounded total return of at least 9% per annum in accordance with the terms of
Section 3(b), (ii) the appreciation in the share price of the Common Stock alone
has not resulted in the Company achieving such a 9% per annum total return
(i.e., without taking into account any dividends paid to holders of Common
Stock), and (iii) the Company's Dividend Payout Ratio with regard to its Cash
Available for Distribution exceeds 100% for any relevant annual period or
periods, the Compensation Committee may, in its sole discretion, review whether
it is appropriate for the Core Shares to vest for such period or periods, and
may determine that the Core Shares shall not vest, in whole or in part, based
upon such facts as it deems appropriate including, but not limited to, the
effect on the Dividend Payout Ratio of rent concessions, tenant improvements,
capital expenditures by the Company and similar matters.

     4. Vesting of the Special Outperformance Award: The Special Outperformance
Award generally will become vested as follows:

        (a) The Special Outperformance Award (determined as set forth below)
will become vested on the fourth Annual Vesting Date; provided that the Grantee
remains in continuous employment with the Company or any of its Affiliates until
the fourth Annual Vesting Date; and provided, further, that the Company has
achieved, during the four years completed before the fourth Annual Vesting Date,
a cumulative and compounded total return to shareholders based on the Base Price
(including all dividends and stock appreciation) that (i) is at or above the
60th percentile of the cumulative and compounded total return to shareholders
achieved by members of the Peer Group during the same period, and (ii) equals a
cumulative and compounded total return of at least 9% per annum. The dollar
amount of Grantee's Special Outperformance Award that becomes vested on such
fourth Annual Vesting Date will equal (i) the Special Outperformance Pool,
multiplied by (ii) the Grantee's Special Outperformance Award Percentage. The
value of the portion of the Special Outperformance Award that becomes vested by
operation of the preceding sentence may exceed the Grantee's Target Amount. The
Committee will determine the levels of the Company's shareholder return in good
faith as soon as practicable after the fourth Annual Vesting Date. For purposes
of this Section, (i) the performance of the Company relative to the performance
of members of the Peer Group will be determined using the actual closing prices



                                       3
<PAGE>

per share on the New York Stock Exchange of the Common Stock and the securities
of the members of the Peer Group on the applicable anniversary of the Date of
Grant (or the last trading day preceding such anniversary if the anniversary
does not fall on a trading day), and (ii) the per annum percentage performance
of the Company will be determined using the 45-day VWAP for the period ending on
the applicable anniversary of the Date of Grant (or the last trading day
preceding such anniversary if the anniversary does not fall on a trading day).

        (b) To the extent that the amount of the Special Outperformance Award
that becomes vested to the Grantee on the fourth Annual Vesting Date pursuant to
Section 4(a) above equals less than 25% of the Target Amount, the Committee, in
its sole and absolute discretion, may provide for the vesting and payment of an
amount equal to not more than 25% of the Grantee's Target Amount; provided that
the Grantee remains in continuous employment with the Company or any of its
Affiliates until the fourth Annual Vesting Date; and provided, further, that the
Company has achieved, during the four years completed before the fourth Annual
Vesting Date, a cumulative and compounded total return to shareholders based on
the Base Price (including all dividends and stock appreciation) that either (i)
is at or above the 60th percentile of the cumulative and compounded total return
to shareholders achieved by members of the Peer Group during the same period, or
(ii) equals a cumulative and compounded total return of at least 9% per annum.
The Committee will determine the levels of the Company's shareholder return in
good faith and the extent to which such award becomes vested as soon as
practicable after the applicable anniversary date.

        (c) Notwithstanding the foregoing, if a Change-in-Control occurs prior
to the fourth Annual Vesting Date and the Grantee remains in continuous
employment with the Company or any of its Affiliates until such occurrence, the
Grantee's Target Amount will thereupon become fully vested, and all obligations
to the Grantee in respect of the Special Outperformance Award shall be satisfied
in full upon payment thereof.

        (d) Notwithstanding the foregoing, if the Grantee's employment with the
Company and all Affiliates is terminated prior to the fourth Annual Vesting Date
by the Grantee for Good Reason, or by the Company or any Affiliate for any
reason other than death, Disability, Cause or transfer to another Affiliate, the
Grantee's Target Amount will thereupon become fully vested, and all obligations
to the Grantee in respect of the Special Outperformance Award shall be satisfied
in full upon payment thereof. If the Grantee's employment with the Company and
all Affiliates is terminated prior to the fourth Annual Vesting Date by reason
of the Grantee's retirement at or after age 65, then a pro rata portion (if any)
of the Special Outperformance Award (calculated at the end of the four-year
performance period) will become vested as of the date of the Grantee's
retirement, and all obligations to the Grantee in respect of the Special
Outperformance Award shall be satisfied in full upon payment thereof. Such pro
rata portion will equal (i) the portion of the Special Outperformance Award that
otherwise would have become vested under Sections 4(a) or (b) (as applicable) if
the Grantee had remained employed with the Company or any Affiliate until the
fourth Annual Vesting Date, multiplied by (ii) the number of years from the Date
of Grant to the date of death or Disability (rounded to the next whole year),


                                       4
<PAGE>

and divided by (iii) four. If the Grantee's employment with the Company and all
Affiliates is terminated prior to the fourth Annual Vesting Date by reason of
the Grantee's death or Disability, then the portion (if any) of the Special
Outperformance Award that otherwise would have become vested under Sections 4(a)
or (b) (as applicable) if the Grantee had remained employed with the Company or
any Affiliate until the fourth Annual Vesting Date (calculated at the end of the
four-year performance period) will become vested. If the Grantee's employment
with the Company and all Affiliates is terminated prior to the fourth Annual
Vesting Date for any other reason, to the extent the Special Outperformance
Award (or a portion thereof) has not yet become vested under Section 4(a) or
(b), the Grantee's right to receive any portion of the Special Outperformance
Award will thereupon be forfeited by the Grantee, and the Company will have no
obligations to the Grantee in respect thereof.

        (e) Notwithstanding the foregoing (including, without limitation,
Section 4(b)), if the Grantee remains in continuous employment with the Company
or any of its Affiliates until the fourth Annual Vesting Date but the vesting
performance requirement set forth in Section 4(a) or 4(b) is not satisfied for
the period ending on such date, and if the Committee determines that it
nevertheless would be consistent with the spirit and intent of this Agreement to
vest some or all of the Special Award that otherwise would have become vested on
that anniversary date, then the Committee, in its sole and absolute discretion,
may elect to vest some or all of such Special Award.

     5. Delivery of Core Shares and Payment of Special Outperformance Award.
Subject to Section 12, as soon as practicable after any portion of the Grantee's
Core Shares become vested and transferable (as determined under Section 3), the
Company will instruct its stock transfer agent (i) to issue certificates to the
Grantee representing such vested Core Shares without the legends contemplated
under Section 1 and (ii) to process any applicable transfers of such vested Core
Shares. As soon as reasonably practicable after any portion of the Grantee's
Special Outperformance Award is determined to have become vested, the Company
will distribute the amount or value of such vested Special Outperformance Award
(as determined under Section 4) to the Grantee in cash (less applicable
withholding in accordance with Section 12); provided, however, that the
Committee, in its sole and absolute discretion, may elect to distribute some or
all of such vested Special Outperformance Award in the form of shares of Common
Stock, provided further that sufficient shares of Common Stock are available for
such distribution under the Plan or any other Company plan or program that
provides for the issuance of equity to employees. If any portion of the Special
Outperformance Award is satisfied by the distribution of shares of Common Stock,
the value of such shares will be determined using the 45-day VWAP on the date
such Special Outperformance Award is vested. Notwithstanding any provision of
any employment, severance or change of control agreement between the Grantee and
the Company to the contrary, the Grantee shall not be entitled to receive any
payment or benefit from the Company intended to defray or offset some or all of
the Grantee's income tax liability with respect to benefits under this
Agreement.


                                       5
<PAGE>

     6. Payment of Dividends: The Core Shares will accrue on a cumulative basis
all dividends paid on such shares from the date of actual issuance through the
date of vesting. Subject to Section 12, as soon as practicable after any Core
Shares become vested, the Company will pay to the Grantee in cash or in kind (as
applicable) the dividends accrued with respect to such shares. No dividends will
accrue with respect to the Special Outperformance Award.

     7. Adjustment. The Committee will make or provide for such adjustments in
the number of shares of Common Stock underlying the Core Shares and the vesting
performance requirements applicable to Core Shares and the Special
Outperformance Award covered by this Agreement, as the Committee may in good
faith determine to be equitably required in order to prevent any dilution or
expansion of the rights of the Grantee that otherwise would result from (i) any
stock dividend, stock split, combination of shares, recapitalization or similar
change in the capital structure of the Company or (ii) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of warrants or
other rights to purchase securities or any other transaction or event having an
effect similar to any of the foregoing.

     8. 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, no Core Shares
or Special Outperformance Award will become vested or be paid at a time that
such vesting or payment would result in a violation of any such law.

     9. Investment Representation; Registration.

        (a) In order to comply with Section 8 hereof and any applicable
securities law, the Company may require the Grantee (i) to furnish evidence
satisfactory to the Company (including, without limitation, a written and signed
representation letter) to the effect that any shares of Common Stock acquired
pursuant to this Agreement were acquired for investment only and not for resale
or distribution and (ii) to agree that all such shares will only be sold
following registration under the Securities Act of 1933 (the "Securities Act")
or pursuant to an exemption therefrom.

        (b) The Company may affix a legend to the certificates representing
unregistered shares of Common Stock issued pursuant to this Agreement, if any,
to the effect that such shares have not been registered under the Securities Act
and may only be sold or transferred upon registration or pursuant to an
exemption therefrom.

        (c) The Company will have no obligation to register under the Securities
Act any shares of Common Stock or any other securities issued pursuant to this
Agreement.

     10. 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.


                                       6
<PAGE>

     11. 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.

     12. Withholding and Taxes. No later than the date as of which an amount
first becomes includible in the gross income of the Grantee for income tax
purposes or subject to Federal Insurance Contributions Act withholding with
respect to any award under this Agreement, such Grantee will pay to the Company
or, if appropriate, any of its Affiliates, or make arrangements satisfactory to
the Committee regarding the payment of, any United States federal, state or
local or foreign taxes of any kind required by law to be withheld with respect
to such amount. The Committee may permit or require that withholding obligations
be settled with Common Stock, including Common Stock that is part of the award
that gives rise to the withholding requirement. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and
the Company and its Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the Grantee.
The Committee may establish such procedures as it deems appropriate for the
settlement of withholding obligations with Common Stock.

     13. Certain Definitions.

        (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) "Base Price" means the closing price per share of the Common Stock
on the New York Stock Exchange on the Date of Grant.

        (c) "Cause" means a finding by the Company's Board of Directors that the
Grantee has (i) acted with gross negligence or willful misconduct in connection
with the performance of his material duties to the Company or any Affiliate;
(ii) defaulted in the performance of his material duties to the Company or any
Affiliate and has not corrected such action within 15 days of receipt of written
notice thereof; (iii) willfully acted against the best interests of the Company
or any Affiliate, which act has had a material and adverse impact on the
financial affairs of the Company or such Affiliate; or (iv) been convicted of a
felony or committed a material act of common law fraud against the Company, any
Affiliate or any of their employees and such act or conviction has had, or the
Company's Board of Directors reasonably determines will have, a material adverse
effect on the interests of the Company or such Affiliate; provided, however,
that a finding of Cause will not become effective unless and until the Board of
Directors provides the Grantee notice that it is considering making such finding
and a reasonable opportunity to be heard by the Board of Directors.

        (d) "Cash Available for Distribution" means the Company's cash available
for distribution to holders of Common Stock on an "as committed" basis as
announced by the Company for the relevant period.


                                       7
<PAGE>

        (e) A "Change-in-Control" will be deemed to have occurred if following
the Date of Grant:

            (i) 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 Company
        representing 30% or more of (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 effective date of this Agreement,
        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 effective date of this Agreement 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 of this Agreement, be
        considered an Incumbent Director; or

            (iii) consummation of (1) any consolidation or merger of the Company
        or any subsidiary 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), or (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 Company; or

            (iv) stockholder approval of any plan or proposal for the
        liquidation or dissolution of the Company.


                                       8
<PAGE>

            Notwithstanding the foregoing, a "Change-in-Control" shall not be
        deemed to have occurred for purposes of the foregoing clause (i) (A)
        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 share split, stock
        dividend, or similar transaction), then a "Change-in-Control" shall be
        deemed to have occurred for purposes of the foregoing clause (i), and
        (B) solely as a result of the direct or indirect acquisition of
        beneficial ownership of Voting Securities by any executive officers of
        the Company on the date hereof and/or 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 if the Grantee is one of the executive officers
        participating in such acquisition.

        (f) "Disability" means that the Grantee has been unable to efficiently
perform his duties to the Company and all Affiliates because of any physical or
mental injury or illness until the earlier of such time when (i) the period of
injury or illness (whether or not the same injury or illness) exceeds 180
consecutive days or (ii) the Grantee becomes eligible to receive benefits under
a comprehensive disability insurance policy maintained or sponsored by the
Company.

        (g) "Dividend Payout Ratio" means the quotient, expressed as a
percentage, derived by dividing the aggregate dividends paid on shares of Common
Stock during a relevant period by the Cash Available for Distribution for such
period.

        (h) "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.


                                       9
<PAGE>

        (i) "Peer Group" means the business entities set forth on Exhibit A to
this Agreement, and any successors to the businesses or assets of such entities
as determined by the Committee in its sole and absolute discretion. If an entity
listed on such Exhibit ceases to exist during the term of this Agreement and the
Committee determines that there is no successor to the business or assets of
such entity, then such entity will cease to be treated as a member of the Peer
Group to the extent and for the periods determined by the Committee in its sole
and absolute discretion.

        (j) "Person" has the meaning used in Sections 13(d) and 14(d) of the
Exchange Act.

        (k) "Special Outperformance Award Percentage" means 10.04%.

        (l) "Special Outperformance Pool" means the dollar value, if any, of 10%
of the cumulative and compounded return to holders of common equity of the
Company and Reckson Operating Partnership, L.P. ("ROP") (collectively, "Common
Equity") based on the Base Price (including all dividends and stock
appreciation) in excess of a cumulative and compounded return of 9% per annum
during the four years completed before the fourth anniversary of the Date of
Grant. For this purpose, such return shall be calculated as the product of (i)
the sum of (A) the increase in market value of the per share price of the Common
Stock over the Base Price as of the fourth anniversary of the Date of Grant and
(B) the total amount of the dividends paid per share of Common Stock during such
four-year period; less the amount equal to a cumulative and compounded return of
9% per annum on the Base Price, and (ii) the average annual weighted average
shares (units) of Common Equity outstanding for such four-year period.

        (m) "Target Amount" means $2,500,000.00.

        (n) "VWAP" means the volume weighted average closing price per share of
the Common Stock on the New York Stock Exchange during the period ending on the
last trading day before the date of determination.

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the ___ day of March, 2003.



                                      RECKSON ASSOCIATES REALTY CORP.



                                      By:
                                         ---------------------------------------
                                            Name:
                                            Title:



                                       10

<PAGE>

                                       -----------------------------------------
                                                     The Grantee




















                                       11
<PAGE>



                        Exhibit A - Peer Group Companies
                        --------------------------------


                            Arden Realty Group, Inc.
                             Boston Properties, Inc.
                             Brandywine Realty Trust
                         CarrAmerica Realty Corporation
                          CenterPoint Properties Trust
                         Cousins Properties Incorporated
                       Crescent Real Estate Equities, Inc.
                             Duke Realty Corporation
                         Equity Office Properties Trust
                          First Industrial Realty Trust
                           Highwoods Properties, Inc.
                             Liberty Property Trust
                          Mack-Cali Realty Corporation
                            Prentiss Properties Trust
                           SL Green Realty Corporation
                              Vornado Realty Trust













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