Exhibit 10.11


 


GARY R.
SIEGEL

NONCOMPETITION AGREEMENT


 


THIS NONCOMPETITION
AGREEMENT (this “Agreement”) is entered into as of
the 20th day of December, by and between Republic Property Trust, a
Maryland real estate investment trust (the “Company”)
and Gary R. Siegel (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, prior to the
date hereof, the Company and the Executive entered into an Employment Agreement
dated as of                                 ,
2005 (but effective for all purposes and in all respects as of the closing of
the IPO Transactions), 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, (d)
the Executive’s activities as a trustee of various trusts for the
benefit of family members of Richard L. Kramer (whether such trusts are in
existence now or in the future) and, in connection therewith, to act as a
manager of various Kramer family investment entities in which one or more of
the trusts is an equity owner (and in all events, nothing contained in this
Section 1 shall be construed in any manner which could cause the Executive to
have to violate any fiduciary duty that he may have to any such trusts or
family investment entities) and
(e) 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 (e) 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.


 


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


 


2





















 


confirms that the Company’s right to specific performance of the terms
of this 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.


 


3





















 


Notwithstanding the foregoing, in the event that the restrictions
against engaging in 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


 


4





















 


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.


 


5





















 


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/ Gary R. Siegel

  	
   

  
	
   

  	
  GARY R. SIEGEL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive
  Officer

  
					



 


6





















 


Schedule A


 


EXCLUDED
PROPERTIES, INTERESTS AND ACTIVITIES


 


1.               Ownership of
interests in the following entities (provided such entities do not own or
acquire interests in any other properties not listed on Schedule A), including
services as a member, director or officer of any such entity:


 


a.               As
Trustee or Manager of Entities Affiliated with Richard L. Kramer.


 


Republic Somerset LLC


Republic Madison Green
LLC


Madison Green Partners
LLC


Republic CP IV Investors
LLC


Republic-Charleston LLC


Republic Fund I LLC


Carolina Park Associates,
LLC


Carlyle Investment LLC


ACK-Carlyle LLC


Kramer/Republic LLC


Madison Green Partners
LLC


New Kent Partners LLC


Republic Southampton LLC


Republic New Kent LLC


ACK/Somerset LLC


Republic Augusta I LLC


Republic Scottsville
Partners LLC


Sycamore Investments LLC


RKB/Republic Capital LLC


Pointe at Cheverly LLC


Republic Cheverly
Partners LLC


ACK Holdings LLC


AJ & K LLC


Sycamore/Charleston LLC


ACK/Republic Square LLC


Portals Investments LLC


RWPB Investors LLC


Datura & Olive
Developer LLC


RWPB LLC


Republic Maryland Avenue
Partners LLC


Rolled Sea Oats LLC


Republic Gateway Partners
LLC


NKP Development LLC


NKP LB4 LLC


NKP LB5 LLC


Forbes-Republic Orange
LLC


Republic Orange Partners
LLC


Carillion-Republic LLC


 


7





















 


Portals Development
Associates LP


Republic Cheverly LLC


Republic Cove Partners
LLC


RHC/Somerset LLC


CPT Holdings, Inc.


Downtown Properties Corp.


Republic Holdings
Corporation


Republic Properties
Corporation


Sunderland Industrial
Holdings 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


Portals Development
Associates Limited Partnership


Portals Interest LLC


Portals Northside LLC


47D Holdings LLC


Parcel 47D LLC


Parcel 47E LLC


Parcel 47F LLC


Parcel 49B Limited
Partnership


Parcel 49C Limited
Partnership


 


B.             Private
Investment Entities.


 


Tosca, LLC


GPS/NWW LLC


PGS/NWW Partners LLC


GPS Capital LLC


In-Sun-Wood LLC


SGI Ventures LLC


5301 Ventures LLC


Smart Growth Investments
LLC


GlazerSiegel Investments
LLC


GPSA Greentree LLC


SGI/Brampton LLC


Brampton Plantation LLC


GS Stone Hollow LLC


GS Porterwood LLC


GS Colony LLC


GS Texas Apartments Joint
Venture


PGS/Chapel Oaks LLC


PG/Arbor Pointe LLC


PGS Investments LLC


PGS Verandah LLC


PGS Lubbock Joint Venture


GS Coral Gate Investors


MP Telecom LLC


 


8





















 


Telecom Realty Partners
LLC


GS Boca Associates


Glazer & Siegel, PLLC


PVI Glen Burnie Limited
Partnership


GSW Glen Dale Partners


Lakeshore Condominium


Bethesda/Heatherington
LLC


RKB Founder Fund LLC


Embassy Investors, Inc.


1613 Harvard Limited
Partnership


Deer Park Investors LLC


GS Properties LLC


Republic CP IV Investors
LLC


Portals Investments LLC


Republic Cove Partners
LLC


Republic-Charleston LLC


Carolina Park Associates
LLC


ACK/Somerset LLC


Republic/Somerset LLC


KHM Limited Partnership


Lanham LLLP


 


2.               Ownership, through
the entities listed in Section 1 above, of any real property owned, directly or
indirectly, by any such entities as of the date of this Agreement (for the
avoidance of doubt, all such real property owned, directly or indirectly, 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, directly or indirectly, by any of the entities
listed in Section 1 to the extent that such entities continue to perform only
real estate business activities that have been or are currently carried,
directly or indirectly, on by such entities.


 


9