RECKSON ASSOCIATES REALTY CORP. CHANGE-IN-CONTROL BONUS AGREEMENT

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                                                                  Exhibit 10.49


                         RECKSON ASSOCIATES REALTY CORP.
                        CHANGE-IN-CONTROL BONUS AGREEMENT

         WHEREAS, Scott H. Rechler (the "Executive") is an executive officer or
key employee of Reckson Associates Realty Corp. (the "Company") or one of its
Affiliates;

         WHEREAS, the Executive has received an award of LTIP OP Units (the
"LTIP OP Units") pursuant to the Long-Term Incentive Plan OP Unit Award
Agreement, dated as of March 11, 2005 between Executive, the Company and Reckson
Operating Partnership, L.P. (the "LTIP Award Agreement"); and

         WHEREAS, the Company desires to provide the Executive with an
additional incentive in the event that a Change-in-Control occurs prior to the
Termination Date (as defined herein) and prior to the complete book-up of the
LTIP OP Units, under the circumstances described herein, which would adversely
affect the Executive by denying him the intended benefit of the LTIP OP Units
awarded.

         NOW, THEREFORE, the Company and the Executive hereby agree as follows:

         1. Change-in-Control Bonus:

         (a) In the event the LTIP OP Units held by the Executive are redeemed
or otherwise cashed-out in connection with the occurrence of a
Change-in-Control, the Executive shall be entitled to receive from the Company a
cash bonus determined as follow:

                  A = (B minus C), multiplied by D, where:

                  A equals the amount of the cash bonus to be paid to the
                  Executive by the Company;

                  B equals the per OPU consideration received by a holder of an
                  OPU in connection with the Change-in-Control;

                  C equals the per vested LTIP OP Unit consideration received by
                  the Executive in connection with the Change-in-Control (but in
                  no event shall C be greater than B); and

                  D equals the number of vested LTIP OP Units held by the
                  Executive (including LTIP OP Units that become vested as a
                  result of the Change-in-Control in accordance with the LTIP
                  Award Agreement) that are redeemed or otherwise cashed-out in
                   connection with the Change-in-Control.

For example, if Executive holds 100 LTIP OP Units, all 100 LTIP OP Units are
vested or become vested in connection with the Change-in-Control, such LTIP OP
Units are cashed-out in connection with a Change-in-Control for $5 per LTIP OP
Unit as a result of a less-than-complete book-up thereof, and the OPU are
cashed-out for $7 per OPU, then Executive will be entitled to receive