Exhibit 10.5


 


 


 


 


CAPITAL TRUST, INC.


2007 LONG-TERM INCENTIVE PLAN


 










 


Performance Unit and Performance
Share Award Agreement


 










 


 


 


 


Award No.          


You are hereby awarded
Performance Units and Performance Shares subject to the terms and conditions
set forth in this agreement (“Award Agreement” or “Award”), and
in the Capital Trust, Inc. 2007 Long-Term Incentive Plan  (the “Plan”), which is attached as Exhibit
A.  A summary of the Plan appears in
its Prospectus, which is attached as Exhibit B. You should carefully
review these documents, and consult with your personal financial advisor, in
order to fully understand the implications of this Award, including your tax
alternatives and their consequences.


By executing this Award
Agreement, you agree to be bound by all of the Plan’s terms and conditions as
if they had been set out verbatim below. 
In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
will be made by the Board of Directors (the “Board”) of Capital Trust,
Inc. (the “Company”) or any Committee appointed by the Board to
administer the Plan, and shall (in the absence of manifest bad faith or fraud)
be final, conclusive and binding upon all parties, including you and your
successors in interest.  Capitalized
terms are defined in the Plan or in this Award Agreement.


1.             General Terms of Your Award


	
  Name of Participant

  	
   

  
	
  Date of Award

  	
   

  



2.             Performance Unit.  The Performance
Unit portion of your Award is being granted pursuant to Section 10 of the Plan,
and shall have the terms set forth in the table below, subject, absolutely, to
the terms of the Plan and to the Committee’s discretion to interpret the Plan
and this Award in any manner that the Committee may deem reasonably necessary
or appropriate in order for this Award to satisfy the requirements for “performance-based
compensation” within the meaning of Section 162(m)(4) of the Code, and
associated tax regulations and rulings. 
The Performance Unit portion of your award provides that you may qualify
to receive an amount of cash that falls within the range specified in the table
below, such amount to be determined based on the extent to which, if at all,
the Performance Measures for Determining Qualification have been satisfied and
in accordance with the weights assigned thereto.


	
  Range in Amount of Cash 

  	
  Threshold:

  	
  $

  	
   

  
	
  Target:

  	
  $

  	
   

  
	
  Maximum:

  	
  $

  	
   

  
	
  Performance Period

  	
   

  	
   

  	
   

  



 

















 


 


	
  Performance Measures 

  	
  See Schedule           ,
  attached hereto as Exhibit B.

  
	
  Qualification

  	
   

  



 


3.             Performance Shares.  The Performance Shares portion of your award
provides that you may qualify to receive, subject to further vesting, a number
of Shares (“Performance Shares”) with a value that falls within the
range of values specified in the table below, such value to be determined based
on the extent to which, if at all, the Performance Measures for Determining
Qualification have been satisfied and the weights assigned thereto.  The Performance Shares portion of your Award
is being granted pursuant to Section 10 of the Plan, and shall have the terms
set forth in the table below, subject, absolutely, to the terms of the Plan and
to the Committee’s discretion to interpret the Plan and this Award in any
manner that the Committee may deem reasonably necessary or appropriate in order
for this Award to satisfy the requirements for “performance-based compensation”
within the meaning of Section 162(m)(4) of this Code, and associated tax
regulations and rulings.


	
  Range in Value of Shares
  of Performance Shares 

  	
  Threshold:

  	
  $

  	
   

  	 

	
  Target:

  	
  $

  	
   

  	 

	
  Maximum:

  	
  $

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	 
	
  Performance Period for Qualification

  	
   

  
	 
	
  Performance Measures

  	
  See Schedule            ,
  attached hereto as Exhibit C and Exhibit D..

  
	 
	
  Pricing Date to Determine Number of Shares

  	
   

  
	 
	
  Qualification

  	
   

  
							



 


	
  Performance Period for
  Further Vesting

  	
   

  
	
  Performance Measure for

  Determining Further
  Vesting

  	
   

  
	
  Further Vesting

  	
   

  



4.             Issuance of Shares of Performance Shares.  If you qualify to receive any Shares of
Performance Shares that remain subject to further vesting, the stock certificates
evidencing such Shares that will be issued as of the Pricing Date will bear the
following legend that shall remain in place and effective until all other
vesting restrictions lapse and new certificates are issued pursuant to Section
6(b) below:


 


2

















“The sale or other
transfer of the Stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on
transfer set forth in the Capital Trust, Inc. 2007 Long-Term Incentive Plan ,
and in any rules and administrative procedures adopted pursuant to such Plan
and in a related Award Agreement.  A copy
of the Plan, such rules and procedures and such Award Agreement may be obtained
from the Secretary of Capital Trust, Inc.”


 


5.             Unvested
Performance Shares.  You
will be reflected as the owner of record on the Company’s books and records of
any Shares of Performance Shares issued pursuant to this Award Agreement. The
Company will hold the stock certificates for safekeeping until such Shares have
become vested and non-forfeitable.  You
must deliver to the Company, as soon as practicable after the date any Shares
of Performance Shares are issued, a stock power, endorsed in blank, with
respect to any such Shares. If you forfeit any Shares of Performance Shares,
the stock power will be used to return the certificates for the forfeited
Shares to the transfer agent for cancellation. 
As the owner of record of any Shares of Performance Shares you qualify
to receive pursuant to this Award Agreement, you will be entitled to all rights
of a stockholder of the Company, including the right to vote Shares and the
right to the payment of any cash dividends and other distributions (including
those paid in stock) following the date of issuance of such Shares and to
the  extent paid in stock, such stock
shall be subject to the same restrictions contained in Section 3, subject in
each case to the treatment of the Award upon termination of employment before
the particular record date for determining stockholders of record entitled to
the payment of the dividend or distribution.


6.             Dividends.  Whenever unrestricted Shares are delivered to
you or your duly-authorized transferee pursuant to the vesting of this Award,
you or your duly-authorized transferee shall also be entitled to receive, with
respect to each unrestricted Share issued, (i) a number of Shares equal to the
stock dividends which were declared and paid to the holders of Shares between
the Grant Date and the date such Share is issued, and (ii) a number of Shares
having a Fair Market Value (on the date of each cash dividend payment date)
equal to any cash dividends that were paid to the holders of Shares based on a
record date between the Award Date and the date such unrestricted Share is
issued.


7.             Qualification
and Vesting.


(a)           After
the Performance Period for the Performance Unit, if you qualify to receive an
amount of cash pursuant to the Performance Unit as determined and calculated by
the Committee, you shall be paid such cash amount in conformity with the
Company’s bonus payment practices generally applicable to senior executives of
the Company.


(b)           If you qualify to receive any Shares
of Performance Shares, subject to further vesting, as the further vesting
restrictions become satisfied over time or upon satisfaction of the relevant
performance measures, the Company shall cause new stock certificates for the
Shares of Performance Shares so vested to be delivered to you, with such
legends as the Company determines to be appropriate.  New certificates shall not be delivered to
you unless you have made arrangements satisfactory to the Committee to satisfy
tax-withholding obligations.


 


3

















 


8.             Restrictions
on Transfer of Award. This Award Agreement may not be sold,
pledged, or otherwise transferred without the prior written consent of the
Committee.  Notwithstanding the
foregoing, you may transfer this Award Agreement -


(i)                           by instrument to an inter vivos or
testamentary trust (or other entity) in which each beneficiary is a permissible
gift recipient, as such is set forth in subsection (ii) of this Section, or


(ii)                        by gift to charitable institutions or by
gift or transfer for consideration to any of the following relatives of yours
(or to an inter vivos trust, testamentary trust or other entity primarily for
the benefit of the following relatives of yours): any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic
partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive
relationships.


Any transferee of your
rights shall succeed to and be subject to all of the terms of this Award
Agreement and the Plan.


9.             Conditions
on Issuance of Shares; Transfer Restrictions.  Notwithstanding any other provision of the
Plan or of this Award Agreement: (i) the Committee may condition your receipt
of Shares on your execution of a shareholder agreement imposing terms generally
applicable to other similarly-situated employee- shareholders; and (ii) any
Shares issued pursuant to this Award Agreement shall be non-transferable until
the first day of the seventh month following the termination of your Continuous
Service.


10.           Designation of Death
Beneficiary. 
Notwithstanding anything to the contrary contained herein or in the
Plan, following the execution of this Award Agreement, you may expressly
designate a death beneficiary (the “Death Beneficiary”) to his or her
interest in the Performance Unit and Performance Shares awarded hereby.  You shall designate the Death Beneficiary by
completing and executing a designation of death beneficiary agreement
substantially in the form attached hereto as Exhibit E (the “Designation
of Death Beneficiary”) and delivering an executed copy of the Designation
of Death Beneficiary to the Company.


11.           Income Taxes and Deferred
Compensation.  Except to
the extent otherwise specifically provided in another document establishing
contractual rights for you, by signing this Award Agreement, you acknowledge
that you shall be solely responsible for the satisfaction of any taxes that may
arise pursuant to this Award (including taxes arising under Sections 409A or
4999 of the Code), and that neither the Company nor the Administrator shall
have any obligation whatsoever to pay such taxes or otherwise indemnify or hold
you harmless from any or all of such taxes. 
The Committee shall have the sole discretion to interpret the
requirements of the Code, including Section 409A, for purposes of the Plan and
this Award Agreement.


12.           Notices.  Any notice or communication required or
permitted by any provision of this Award Agreement to be given to you shall be
in writing and shall be delivered electronically, personally, or sent by
certified mail, return receipt requested, addressed to you at the last address 


 


4

















 


that the Company had for
you on its records.  Each party may, from
time to time, by notice to the other party hereto, specify a new address for
delivery of notices relating to this Award Agreement.  Any such notice shall be deemed to be given
as of the date such notice is personally delivered or properly mailed.


13.           Binding Effect.  Except as otherwise provided in this Award
Agreement or in the Plan, every covenant, term, and provision of this Award
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legatees, legal representatives, successors, transferees, and
assigns.


14.           Modifications.  This Award Agreement may be modified or
amended at any time, in accordance with Section 15 of the Plan and provided
that you must consent in writing to any modification that adversely and
materially affects your rights or obligations under this Award Agreement (with
such an affect being presumed to arise from a modification that would trigger a
Section 409A violation of the Code).


15.           Headings.  Section and other headings contained in this
Award Agreement are for reference purposes only and are not intended to
describe, interpret, define or limit the scope or intent of this Award
Agreement or any provision hereof.


16.           Severability.  Every provision of this Award Agreement and
of the Plan is intended to be severable. 
If any term hereof is illegal or invalid for any reason, such illegality
or invalidity shall not affect the validity or legality of the remaining terms
of this Award Agreement.


17.           Counterparts.  This Award Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.


18.           Plan Governs.  By signing this Award Agreement, you
acknowledge that you have received a copy of the Plan and that your Award
Agreement is subject to all the provisions contained in the Plan, the
provisions of which are made a part of this Award Agreement and your Award is
subject to all interpretations, amendments, rules and regulations which from
time to time may be promulgated and adopted pursuant to the Plan.  In the event of a conflict between the
provisions of this Award Agreement and those of the Plan, the provisions of the
Plan shall control.


19.           Investment Purposes.
By executing this Award Agreement, you represent and warrant that any Shares
issued to you pursuant to your Award will be held for investment purposes only
for your own account, and not with a view to, for resale in connection with, or
with an intent in participating directly or indirectly in, any distribution of
such Shares within the meaning of the Securities Act of 1933, as amended.


20.           Not a Contract of Employment.  By executing this Award Agreement you
acknowledge and agree that (i) any person who is terminated before full vesting
of an award, such as the one granted to you by this Award, could claim that he
or she was terminated to preclude vesting; (ii) you promise never to make such
a claim; (iii) nothing in this Award Agreement or the Plan confers on you any
right to continue an employment, service or consulting relationship with the 


 


5

















 


Company, nor shall it
affect in any way your right or the Company’s right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements.


21.           Employment Agreement
Provision  [OPTION IF EMPLOYEE
HAS AN EMPLOYMENT AGREEMENT]  By
executing this Award, you acknowledge and agree that your rights upon a
termination of employment before full vesting of this Award will be determined
under Section            
of your employment agreement with the Company and                                                 ,
dated as of                             
           , 20    .


22.           Long-term Consideration
for Award.  [OPTIONAL] The terms and conditions set forth in Exhibit
F are hereby incorporated by reference and made an integral part of this
Award Agreement.  An invalidation of all
or part of Exhibit F, or your commencement of litigation to invalidate,
modify, or alter the terms and conditions set forth in Exhibit F, shall
cause this Award to become null, void, and unenforceable.


23.           Securities Law
Restrictions.  Regardless
of whether the offering and sale of Shares under the Plan have been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or
have been registered or qualified under the securities laws of any state, the
Company at its discretion may impose restrictions upon the sale, pledge or
other transfer of such Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in
the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the Securities Act or the securities laws of
any state or any other law or to enforce the intent of this Award.


24.           Governing Law.  The laws of the State of New York shall
govern the validity of this Award Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties hereto.


 


BY YOUR SIGNATURE BELOW, along with the signature of the Company’s
representative, you and the Company agree that this Award is being made under
and governed by the terms and conditions of this Award and the Plan.


	
   

  	
  CAPITAL TRUST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  



 


6

















 


	
   

  	
  The undersigned Participant hereby accepts the terms of this Award
  and the Plan.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


7
















EXHIBIT A


 


 


 


 


CAPITAL TRUST,
INC.


2007 LONG-TERM INCENTIVE PLAN


 










 


Plan Document


 










 


 


 


 

















EXHIBIT B


 


 


 


 


CAPITAL TRUST,
INC.

2007 LONG-TERM INCENTIVE PLAN


 










 


Plan Prospectus


 










 


 


 


 

















EXHIBIT C


 


 


 


 


CAPITAL
TRUST, INC.


2007 LONG-TERM INCENTIVE
PLAN


 










 


Performance Measures to Determine Qualification for
Performance Unit


 










 


 


 


 


SCHEDULE        


 


	
   

  	
  Measure

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  	
  Weight

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Range of Award Amounts for Use in Calculation


	
  Threshold Award Amount

  	
   

  	
  Target Award Amount

  	
   

  	
  Maximum Award Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Formula for
Calculation


Calculate
and add the following for each Measure to determine the cash amount Participant
qualifies to receive:

















EXHIBIT D


 


 


 


 


CAPITAL
TRUST, INC.

2007 LONG-TERM INCENTIVE PLAN


 










 


Performance Measures to Determine Qualification for
Performance Shares


 










 


 


 


 


SCHEDULE        


	
   

  	
  Measure

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  	
  Weight

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Range of Award Values for Use in Calculation


	
  Threshold Award Amount

  	
   

  	
  Target Award Amount

  	
   

  	
  Maximum Award Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  



Formula for
Calculation


Calculate
and add the following for each Measure to determine value of Shares of
Performance Shares Participant qualifies to receive:

















EXHIBIT E


CAPITAL
TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN


 


	
   

  	
  Designation of Death
  Beneficiary

  	
   

  



 


 


In the event of my death or “Disability” within the
meaning of the Capital Trust, Inc. 2007 Long-Term Incentive Plan (the “Plan”), I hereby designate the
following person to be my death beneficiary for the Award(s) (within the meaning
of the Plan) identified below:


 




	
  Name of Death
  Beneficiary:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Social Security
  No.:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


This death beneficiary designation of mine relates to
any and all of my rights under the following Award or Awards:


 


o                  any Award that I have received or ever receive in the future under the
Plan.


 


o                  the                  
Award that I received pursuant to an award agreement dated          
  ,      between me and Capital Trust, Inc. (the “Company”).


 


I understand that this death beneficiary designation
operates to entitle the above-named death beneficiary to succeed, in the
event of my death, to any and all of my rights under the Award(s) designated
above, and shall be effective from the date this form is delivered to the
Company until such date as I revoke this designation.  A revocation shall occur only if I deliver to
an executive officer of the Company either (i) a written revocation of this
designation that is signed by me and notarized, or (ii) a designation of death
beneficiary, in the form set forth herein, that is executed and notarized on a
later date   In the absence of a valid
death beneficiary designation, my estate will be treated as the beneficiary of
this Award in the event of my death while it is outstanding.


 




	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Name
  (printed):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


	
  Sworn to before me this

  	
   

  
	
        day of
                 ,
  200

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  County of

  	
   

  	
   

  	
   

  
	
  State of

  	
   

  	
   

  	
   

  
					



 

















EXHIBIT F


CAPITAL TRUST, INC.


2007 LONG-TERM INCENTIVE PLAN


 










 


Long-Term Consideration and


Company Recovery for Breach


 










 


 


By signing and accepting your Award Agreement, you
recognize and agree that the Company’s key consideration in granting this Award
is securing your long-term commitment to serve as its                
[include job title or description] who
will advance and promote the Company’s business interests and objectives.  Accordingly, you agree that this Award shall
be subject to the terms and conditions set forth in Section 25 of the Plan
(relating to the termination, rescission, and recapture if you violate certain
commitments made therein to the Company), as well as to the following terms and
conditions as material and indivisible consideration for this Award:


(a)           Fiduciary
Duty.  During your employment with
the Company you shall devote your full energies, abilities, attention and
business time to the performance of your job responsibilities and shall not
engage in any activity which conflicts or interferes with, or in any way
compromises, your performance of such responsibilities.


(b)           Confidential
Information.  You recognize that by
virtue of your employment with the Company, you will be granted otherwise
prohibited access to confidential information and proprietary data which are
not known, and not readily accessible to the Company’s competitors.  This information (the “Confidential
Information”) includes, but is not limited to, current and prospective
customers; the identity of key contacts at such customers; customers’ particularized
preferences and needs; marketing strategies and plans; financial data;
personnel data; compensation data; proprietary procedures and processes; and
other unique and specialized practices, programs and plans of the Company and
its customers and prospective customers. 
You recognize that this Confidential Information constitutes a valuable
property of the Company, developed over a significant period of time and at
substantial expense.  Accordingly, you
agree that you shall not, at any time during or after your employment with the
Company, divulge such Confidential Information or make use of it for your own
purposes or the purposes of any person or entity other than the Company.


(c)           Non-Solicitation
of Customers.  You recognize that by
virtue of your employment with the Company you will be introduced to and
involved in the solicitation and servicing of existing customers of the Company
and new customers obtained by the Company during your employment.  You understand and agree that all efforts
expended in soliciting and servicing such customers shall be for the permanent
benefit of the Company.  You further
agree that during your employment with the Company you will not engage in any
conduct which could in any way jeopardize or disturb any of the Company’s
customer relationships.  You also
recognize the 





















Company’s legitimate interest in protecting, for a
reasonable period of time after your employment with the Company, the Company’s
customers.  Accordingly, you agree that,
for a period beginning on the date hereof and ending one (1) year after
termination of your employment with the Company, regardless of the reason for
such termination, you shall not, directly or indirectly, without the prior
written consent of the Chairman of the Company, market, offer, sell or
otherwise furnish any products or services similar to, or otherwise competitive
with, those offered by the Company to any customer of the Company.


(d)           Non-Solicitation
of Employees.  You recognize the
substantial expenditure of time and effort which the Company devotes to the
recruitment, hiring, orientation, training and retention of its employees.  Accordingly, you agree that, for a period
beginning on the date hereof and ending two (2) years after termination of your
employment with the Company, regardless of the reason for such termination, you
shall not, directly or indirectly, for yourself or on behalf of any other
person or entity, solicit, offer employment to, hire or otherwise retain the
services of any employee of the Company.


(e)           Non-Competition.
<IF DESIRED, PHJW TO CUSTOMIZE TO CONFORM WITH
APPLICABLE LAW.>


(f)            Survival
of Commitments; Potential Recapture of Award and Proceeds.  You acknowledge and agree that the terms and
conditions of this Section regarding confidentiality and non-solicitation [and non-competition] shall survive both (i) the termination
of your employment with the Company for any reason, and (ii) the termination of
the Plan, for any reason.  You
acknowledge and agree that the grant of Performance Units and Performance Shares
in this Award Agreement is just and adequate consideration for the survival of
the restrictions set forth herein, and that the Company may pursue any or all
of the following remedies if you either violate the terms of this Section or
succeed for any reason in invalidating any part of it (it being understood that
the invalidity of any term hereof would result in a failure of consideration
for the Award):


	
  (i)

  	
   

  	
  declaration that the Award is null and void and of no further force
  or effect;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  recapture of any cash paid or Shares issued to you, or any designee
  or beneficiary of you, pursuant to the Award;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  recapture of the proceeds, plus reasonable interest, with respect to
  any Shares that are both issued pursuant to this Award and sold or otherwise
  disposed of by you, or any designee or beneficiary of you.

  



 


The remedies provided above are not intended to be
exclusive, and the Company may seek such other remedies as are provided by law,
including equitable relief.


(g)           Acknowledgement.  You acknowledge and agree that your adherence
to the foregoing requirements will not prevent you from engaging in your chosen
occupation and earning a satisfactory livelihood following the termination of
your employment with the Company.