OR INCLUDED IN
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATION SYSTEM) IN
ANY PERSON, FIRM, CORPORATION, OR BUSINESS ENTITY (WHETHER AS AN EMPLOYEE,
OFFICER, DIRECTOR, AGENT, SECURITY HOLDER, CREDITOR, CONSULTANT, OR OTHERWISE)
THAT ENGAGES IN ANY ACTIVITY WHICH IS DIRECTLY COMPETITIVE WITH THE BUSINESS OF
THE COMPANY AND ITS AFFILIATES.
IN ADDITION, FOR AN 18-MONTH PERIOD AFTER THE
EXECUTIVE'S DATE OF TERMINATION UNDER THE CIRCUMSTANCES DESCRIBED IN PARAGRAPHS
3(C) OR 3(E), OR FOR A 6-MONTH PERIOD AFTER THE EXECUTIVE'S DATE OF TERMINATION
DUE TO NON-RENEWAL OF THE AGREEMENT TERM BY THE COMPANY BEFORE THE EXECUTIVE
ATTAINS AGE 62, EXCEPT FOR THE PERMITTED ACTIVITIES (OR OWNERSHIP INTERESTS) SET
FORTH ON EXHIBIT B, THE EXECUTIVE AGREES THAT HE WILL NOT ACTIVELY ENGAGE IN THE
BUSINESS OF THE ACQUISITION OR DEVELOPMENT OF OFFICE PROPERTIES BY ACTING AS AN
INVESTOR, PRINCIPAL, BROKER OR INTERMEDIARY WITH RESPECT TO OFFICE PROPERTY
ACQUISITIONS OR DEVELOPMENT PROJECTS OR BY SOLICITING OR OTHERWISE IDENTIFYING
SPECIFIC ACQUISITION OPPORTUNITIES, BUT THE PROVISIONS OF THIS SENTENCE ARE NOT
TO BE CONSTRUED SO AS TO OTHERWISE PREVENT THE EXECUTIVE FROM ENGAGING IN OFFICE
ASSET MANAGEMENT OR CONSULTING ACTIVITIES.
THE RESTRICTIONS IN THIS PARAGRAPH
6(A) ARE INTENDED TO APPLY TO THE UNITED STATES ONLY.
(B)
WHILE THE EXECUTIVE IS EMPLOYED BY THE COMPANY, AND FOR A PERIOD
OF 18 MONTHS AFTER THE EXECUTIVE'S DATE OF TERMINATION, THE EXECUTIVE AGREES
THAT HE WILL NOT IN ANY MANNER, DIRECTLY OR INDIRECTLY (WITHOUT PRIOR WRITTEN
CONSENT OF THE COMPANY) EMPLOY OR SOLICIT FOR EMPLOYMENT FOR HIMSELF OR ANY
OTHER BUSINESS ENTITY (OTHER THAN THE COMPANY AND ITS SUBSIDIARIES) ANY
INDIVIDUAL WHO WAS, DURING THE PERIOD OF THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY OR THE 18-MONTH PERIOD FOLLOWING THE
11
EXECUTIVE'S DATE OF TERMINATION, AN EMPLOYEE, OFFICER, AGENT OR REPRESENTATIVE
OF THE COMPANY (OR ANY SUCCESSOR CORPORATION INTO WHICH THE COMPANY MAY BE
MERGED OR CONSOLIDATED).
(c)
While the Executive is employed by the Company, and for a period
of twelve (12) months after the Executive's Date of Termination, the Executive
agrees that he will not, whether for his own account or for the account of any
other person, firm, corporation or other business organization, (i)
intentionally interfere with the Company's relationship with, or endeavor to
entice away from the Company or any of the Subsidiaries, any person who during
the Agreement Term or such twelve (12) month period is or was a client,
customer, tenant or source of capital or other investor therein or (ii) usurp an
investment opportunity of the Company or any of the Subsidiaries in a property,
an entity or a person in which the Company invested during the Agreement Term or
actively considered investing in during the Agreement Term.
7.
CONFIDENTIAL INFORMATION.
THE EXECUTIVE AGREES THAT:
(A)
EXCEPT AS MAY BE REQUIRED BY THE LAWFUL ORDER OF A COURT OR AGENCY
OF COMPETENT JURISDICTION, OR EXCEPT TO THE EXTENT THAT THE EXECUTIVE HAS
EXPRESS AUTHORIZATION FROM THE COMPANY, THE EXECUTIVE AGREES TO KEEP SECRET AND
CONFIDENTIAL INDEFINITELY ALL NON-PUBLIC INFORMATION (INCLUDING,