Exhibit 10.9


 


STEVEN A.
GRIGG

NONCOMPETITION AGREEMENT


 


THIS NONCOMPETITION
AGREEMENT (this “Agreement”) is entered into as of December
20, 2005 by and between Republic Property Trust, a Maryland real estate
investment trust (the “Company”) and Steven
A. Grigg (the “Executive”).


 


WHEREAS, the Company and Republic
Property Limited Partnership, a Delaware limited partnership and wholly owned
operating partnership subsidiary of the Company (the “Operating
Partnership”), are engaging in various related transactions pursuant
to which, among other things, (i) the Operating Partnership would acquire
interests in various limited liability companies that own real estate
properties, and (ii) the Company would effect an initial public offering
of its common shares of beneficial interest, par value $0.01 per share, and
contribute the proceeds therefrom for a like number of units of partnership
interest in the Operating Partnership (the “IPO”,
and together with the other transactions in connection therewith, the “IPO Transactions”);


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, the Company and the
Executive are entering into an Employment Agreement dated as of the date
hereof, pursuant to which, among other things, the Company has agreed to employ
the Executive, and the Executive has agreed to be employed by the Company, in
accordance with the terms thereof (the “Employment Agreement”);
and


 


WHEREAS, the Company and
the Executive agree that, as part of the IPO Transactions, the Executive will
not engage in competition with the Company and will refrain from taking certain
other actions pursuant to the terms and conditions hereof in an effort to
protect the Company’s legitimate business interests and goodwill and for other
business purposes.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:


 


1.             Noncompetition. 
The Executive agrees with the Company that for the longer of (i) the three-year
period beginning on the date of this Agreement or (ii) the period during which
the Executive is employed by the Company (or any successor thereto) or its
subsidiaries or Affiliates (as defined in the Employment Agreement) (collectively,
the “REIT”), and for one and one-half
(1-1/2) years thereafter (the “Restricted Period”),
the Executive will not engage in any business involving the development, construction, acquisition,
ownership or operation of institutional grade office property real estate (the “Company Business”), whether such business is conducted by
the Executive individually or as a principal, partner, member, stockholder,
director, trustee, officer, employee or independent contractor of any Person
(as defined below); provided, however,
that this Section 1 shall not be deemed to prohibit any of the following:  (a) any of the real estate (and real
estate-related) activities listed on Schedule A hereto and the Executive’s
ownership, marketing, sale, transfer or exchange of any of the Executive’s
interests in any of the properties or


 





















 


entities listed on Schedule A
hereto, (b) the direct or indirect ownership by the Executive of up to five
percent of the outstanding equity interests of any public company, (c) any
activities with respect to Non-Office Building Real Estate, including, without
limitation, residential, hotel, retail, industrial or recreational, and (d)
a direct or indirect ownership by the Executive of equity or similar ownership
interests of any corporation, partnership, limited liability company, joint
venture, association or other entity that is not a public company, provided
that in the case of this clause (d) the Executive is not involved in the
management or operation of such Person or its business (as a director, trustee,
officer, employee or otherwise) and such Person is not engaged in the Company
Business.   Notwithstanding the foregoing, during the one
and one-half (1-1/2) year “tail” period included in the Restricted Period, the
restrictions set forth in this Section 1 shall apply only within the following “Restricted Areas”: (I) the District of Columbia and
the states of Maryland and Virginia; and (II) the area within a 50-mile radius
of any property owned or leased by the REIT, as of the date of the Executive’s
termination of employment.  For purposes of this Agreement, (i) “Person” means any individual, firm, corporation,
partnership, company, limited liability company, trust, joint venture,
association or other entity, and (ii) “Non-Office Building Real
Estate” means any real estate which has an office space component
equal to five percent (5%) or less of such real estate’s total net rentable
square footage. Notwithstanding the foregoing, if the Executive is not
reelected as a member of the Board or the Executive is removed from the Board
or the Executive resigns from the Board, the Restricted Period shall terminate
on the date on which the Executive is neither a member of the Board nor an
employee of the REIT if the Executive has either resigned from his
employment with the REIT for Good Reason (as defined in the Employment
Agreement) or been terminated by the REIT without Cause (as defined in the
Employment Agreement).


 


2.             Nonsolicitation. The Executive agrees with the
Company that for the longer of (i) the three-year period beginning on the date
of this Agreement or (ii) the period during which the
Executive is employed by the REIT, and for eighteen months thereafter, such
Executive will not (a) directly or indirectly solicit, induce or encourage any
employee or independent contractor to terminate their employment with the REIT
or to cease rendering services to the REIT, and the Executive shall not
initiate discussions with any such Person for any such purpose or authorize or
knowingly cooperate with the taking of any such actions by any other Person, or
(b) hire (on behalf of the Executive or any other person or entity) any
employee who has left the employment of the REIT (or any predecessor thereof)
within one year of the termination of such employee’s employment with the REIT.


 


3.             Reasonable and Necessary Restrictions.  The Executive acknowledges that the
restrictions, prohibitions and other provisions hereof, including, without
limitation, the Restricted Area, the Restriction Period and the restriction
period set forth in Section 2, are reasonable, fair and equitable in terms of
duration, scope and geographic area, are necessary to protect the legitimate
business interests of the REIT, and are a material inducement to the Company to
enter into this Agreement and the Employment Agreement.


 


4.             Specific Performance.  The Executive acknowledges that the
obligations undertaken by such Executive pursuant to this Agreement are unique
and that the Company likely will have no adequate remedy at law if the Executive
shall fail to perform any of such Executive’s obligations hereunder, and the
Executive therefore confirms that the Company’s right to specific performance
of the terms of this


 


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Agreement is essential to protect the rights and interests of the
Company.  Accordingly, in addition to any
other remedies that the Company may have at law or in equity, the Company shall
have the right to have all obligations, covenants, agreements and other
provisions of this Agreement specifically performed by the Executive, and the
Company shall have the right to obtain preliminary and permanent injunctive
relief to secure specific performance and to prevent a breach or contemplated
breach of this Agreement by the Executive.  The Executive hereby acknowledges and agrees
that the Company shall not be required to post bond as a condition to obtaining
or exercising such remedies, and the Executive hereby waives any such
requirement or condition.


 


5.             Miscellaneous Provisions.


 


(a)           Assignment; Binding Effect.  This Agreement may not be assigned by the
Executive, but may be assigned by the Company to any successor to its business
or to any subsidiary or Affiliate of the Company and will inure to the benefit
of and be binding upon any such successor. 
Subject to the foregoing provisions restricting assignment, all
covenants and agreements in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective
successors, assigns, heirs, and personal representatives.


 


(b)           Entire Agreement.  This Agreement, together with the Employment
Agreement, constitutes the entire agreement between the parties hereto with
respect to the matters set forth herein and supersedes and renders of no force
and effect all prior oral or written agreements, commitments and understandings
among the parties with respect to the matters set forth herein.


 


(c)           Amendment.  Except as otherwise expressly provided in
this Agreement, no amendment, modification or discharge of this Agreement shall
be valid or binding unless set forth in writing and duly executed by each of
the parties hereto.


 


(d)           Waivers.  No waiver by a party hereto shall be
effective unless made in a written instrument duly executed by the party
against whom such waiver is sought to be enforced, and only to the extent set
forth in such instrument.  Neither the
waiver by either of the parties hereto of a breach or a default under any of
the provisions of this Agreement, nor the failure of either of the parties, on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provisions, rights or privileges hereunder.


 


(e)           Severability.  If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall
remain operative and in full force and effect. Notwithstanding the foregoing,
in the event that the restrictions against engaging in


 


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competitive activity contained in this Agreement shall be determined by
any court of competent jurisdiction to be unenforceable by reason of their
extending for too great a period of time or over too great a geographical area
or by reason of their being too extensive or unreasonable in any other respect,
the Agreement shall be interpreted
to extend only over the maximum period of time for which it may be enforceable
and over the maximum geographical area as to which it may be enforceable and to
the maximum extent in all other respects as to which it may be enforceable, all
as determined by such court in such action and the court may limit the
application of any other provision or covenant, or modify any such term,
provision or covenant and proceed to enforce this Agreement as so limited or
modified.  To the extent necessary, the
parties shall revise the Agreement and enter into an appropriate amendment to
the extent necessary to implement any of the foregoing.


 


(f)            Governing Law; Jurisdiction.  This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the District of
Columbia, but not including the choice-of-law rules thereof.


 


(g)           Headings.  Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.


 


(h)           Executive’s Acknowledgement.
The Executive acknowledges (i) that he has had the opportunity to consult with
independent counsel of his own choice concerning this Agreement, and (ii) that
he has read and understands this Agreement, is fully aware of its legal effect,
and has entered into it freely based on his own judgment.


 


(i)            Notices.  All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
delivered (i) when physically received by personal delivery (which shall
include the confirmed receipt of a telecopied facsimile transmission), or
(ii) three business days after being deposited in the United States
certified or registered mail, return receipt requested, postage prepaid or
(iii) one business day after being deposited with a nationally known
commercial courier service providing next day delivery service (such as Federal
Express), to the following addresses:


 


(i)                                     if
to the Executive, to the address set forth in the records of the Company


 


(ii)                                  if
to the Company


 


Republic Property Trust


1280 Maryland Avenue


Suite 280


Washington, D.C. 20024


Attn:  Mark R. Keller


Facsimile No.: (202) 863-4049


 


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with copies in either
case (which shall not constitute notice) to:


 


Hogan & Hartson
L.L.P.


555 13th
Street, NW


Washington, DC 20004


Attention:  Stuart A. Barr, Esq.


Facsimile:  (202) 637-5910


 


(j)            Execution in Counterparts.  To facilitate execution, this Agreement may
be executed in as many counterparts as may be required.  It shall not be necessary that the signature
of or on behalf of each party appears on each counterpart, but it shall be
sufficient that the signature of or on behalf of each party appears on one or
more of the counterparts.  All
counterparts shall collectively constitute a single agreement.


 


[Remainder of page
intentionally left blank.]


 


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IN WITNESS WHEREOF, each of the undersigned has
executed and delivered this Agreement, or caused this Agreement to be duly
executed on its behalf, as of the date first set forth above.


 


	
   

  	
  THE EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  STEVEN A. GRIGG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive
  Officer

  
					



 


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Schedule A


 


EXCLUDED
PROPERTIES, INTERESTS AND ACTIVIITES


 


1.               Ownership of
interests in the following entities, or any entities controlled by, controlling
or under common control with any of the following entities,(provided such
entities do not own or acquire interests in any other properties not presently
owned by such entities, including services as a member, director or officer of
any such entity:


 


Downtown Properties
Corporation


Republic Square Limited
Partnership


25 Massachusetts Avenue
Partners LLC


25 Massachusetts Avenue
Property LLC


660 North Capitol Street
Partners LLC


660 North Capitol Street
Property LLC


Republic Properties
Corporation


Portals Development
Associates Limited Partnership


Portals Interests LLC


Portals Northside LLC


47D Holdings LLC


Parcel 47D LLC


Parcel 47E LLC


Parcel 47F LLC


Parcel 49 B Limited
Partnership


Parcel 49C Limited
Partnership


Carolina Park Associates,
LLC


Kramer/Republic LLC


Republic-Charleston, LLC


Republic CP IV Investors
LLC


RKB/Republic Capital LLC


Datura & Olive
Developer LLC


RWPB Investors LLC


Western Associates
Limited Partnership


CPT Holdings, Inc.


 


Miscellaneous
Interests in Entities That Do Not Hold Real Estate And Do Not Constitute
Operating Businesses:


 


RKB/Republic Capital LLC


Republic Management LLC


Republic Fund I LLC


 


2.               Ownership of any
real property owned by any of the entities referred to in paragraph 1 of this
Schedule A as of the date of this Agreement (for the avoidance of doubt, all
such real property owned by any such entities as of the date of this Agreement
shall be deemed to constitute “properties listed on Schedule A” for purposes of
Section 1(I) of the Agreement).


 


3.               Any of the real
estate activities carried on by any of the entities referred to in Section 1 to
the extent that such activities relate to the real estate presently owned by
such entities.


 


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