Exhibit 10.23


 


MICHAEL
GREEN


 


AMENDED
AND RESTATED NONCOMPETITION AGREEMENT


 


THIS AMENDED AND RESTATED
NONCOMPETITION AGREEMENT (this “Agreement”) is
entered into as of November 23, 2005 by and between Republic Property Trust, a
Maryland real estate investment trust (the “Company”)
and Michael Green (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 amended and restated 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”);


 


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; and


 


WHEREAS, the Company and
the Executive intend for this Agreement to amend and restate in its entirety
the noncompetition agreement entered into between the Company and the Executive
on October 31, 2005 (the “Prior Agreement”).


 


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.


 


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 Agreement is essential to protect the rights
and interests of the Company.


 


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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 competitive activity
contained in this Agreement shall be determined by any court of


 


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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.


 


(k)           Prior Agreement.  The Company and the Executive agree and
acknowledge that this Agreement amends and restates the Prior Agreement in its
entirety.


 


[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/ Michael Green

  	
   

  
	
   

  	
  Michael Green

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive
  Officer

  
				



 


[Signature Page to
Noncompetition Agreement]


 


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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:


 


None.


 


2.               Ownership, through
the entities listed in Section 1 above, or any real property owned by any such
entities 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 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 on by such entities.


 


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