THE SIX-MONTH PERIOD PRIOR TO EXECUTIVE'S
LAST DAY OF EMPLOYMENT.
(C)
OTHER INVESTMENTS/ACTIVITIES.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE CONTRARY, EXECUTIVE IS NOT PROHIBITED BY THIS SECTION 8 FROM MAKING
INVESTMENTS (I) EXPRESSLY DISCLOSED TO THE EMPLOYER IN WRITING BEFORE THE DATE
HEREOF; (II) SOLELY FOR INVESTMENT PURPOSES AND WITHOUT PARTICIPATING IN THE
BUSINESS IN WHICH THE INVESTMENTS ARE MADE, IN ANY ENTITY THAT ENGAGES, DIRECTLY
OR INDIRECTLY, IN THE ACQUISITION, DEVELOPMENT, CONSTRUCTION, OPERATION,
MANAGEMENT, FINANCING OR LEASING OF OFFICE REAL ESTATE PROPERTIES, REGARDLESS OF
WHERE THEY ARE LOCATED, IF (X) EXECUTIVE'S AGGREGATE INVESTMENT IN EACH SUCH
ENTITY CONSTITUTES LESS THAN ONE PERCENT OF THE EQUITY OWNERSHIP OF SUCH ENTITY,
(Y) THE INVESTMENT IN THE ENTITY IS IN SECURITIES TRADED ON ANY NATIONAL
SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
AUTOMATED QUOTATION SYSTEM, AND (Z) EXECUTIVE IS NOT A CONTROLLING PERSON OF, OR
A MEMBER OF A GROUP WHICH CONTROLS, SUCH ENTITY; OR (III) IF THE INVESTMENT IS
MADE IN (A) ASSETS OTHER THAN COMPETING PROPERTIES OR (B) ANY ENTITY OTHER THAN
ONE THAT IS ENGAGED, DIRECTLY OR INDIRECTLY, IN THE ACQUISITION, DEVELOPMENT,
CONSTRUCTION, OPERATION, MANAGEMENT, FINANCING OR LEASING OF COMPETING
PROPERTIES.
FOR PURPOSES OF THIS AGREEMENT, A "COMPETING PROPERTY" MEANS AN
OFFICE REAL ESTATE PROPERTY:
(I) LOCATED OUTSIDE OF NEW YORK CITY, UNLESS THE
PROPERTY (A) IS NOT AN APPROPRIATE INVESTMENT OPPORTUNITY FOR THE EMPLOYER, (B)
IS NOT DIRECTLY COMPETITIVE WITH THE BUSINESSES OF THE EMPLOYER AND (C) HAS A
FAIR MARKET VALUE AT THE TIME EXECUTIVE'S INVESTMENT IS MADE OF LESS THAN $25
MILLION, OR (II) LOCATED IN NEW YORK CITY.
ADDITIONALLY, DURING THE EMPLOYMENT
PERIOD, FOR SO LONG AS EITHER:
(I) GKK IS EXTERNALLY ADVISED BY THE EMPLOYER OR
A DIRECT OR INDIRECT MAJORITY OWNED SUBSIDIARY OF THE EMPLOYER (AND IS NOT
SELF-MANAGED) OR (II) THE EMPLOYER DIRECTLY OR INDIRECTLY OWNS SECURITIES
REPRESENTING 20% OR MORE OF THE OUTSTANDING COMMON EQUITY OF GKK, AND UNLESS AND
UNTIL OTHERWISE DETERMINED BY THE BOARD, EXECUTIVE SHALL BE PERMITTED TO SERVE
AS AN OFFICER OF GKK NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 8.
(D)
EMPLOYER PROPERTY.
EXECUTIVE ACKNOWLEDGES THAT ALL ORIGINALS AND COPIES
OF MATERIALS, RECORDS AND DOCUMENTS GENERATED BY HIM OR COMING INTO HIS
POSSESSION DURING HIS EMPLOYMENT BY THE EMPLOYER ARE THE SOLE PROPERTY OF THE
EMPLOYER ("EMPLOYER PROPERTY").
DURING HIS EMPLOYMENT, AND AT ALL TIMES
THEREAFTER, EXECUTIVE SHALL NOT REMOVE, OR CAUSE TO BE REMOVED, FROM THE
PREMISES OF THE EMPLOYER, COPIES OF ANY RECORD, FILE, MEMORANDUM, DOCUMENT,
COMPUTER RELATED INFORMATION OR EQUIPMENT, OR ANY OTHER ITEM RELATING TO THE
BUSINESS OF THE EMPLOYER, EXCEPT IN FURTHERANCE OF HIS DUTIES UNDER THIS
AGREEMENT.
WHEN EXECUTIVE TERMINATES HIS EMPLOYMENT WITH THE EMPLOYER, OR UPON
REQUEST OF THE EMPLOYER AT ANY TIME, EXECUTIVE SHALL PROMPTLY DELIVER TO THE
EMPLOYER ALL ORIGINALS AND COPIES OF EMPLOYER PROPERTY IN HIS POSSESSION OR
CONTROL AND SHALL NOT RETAIN ANY ORIGINALS OR COPIES IN ANY FORM, EXCEPT THAT
EXECUTIVE MAY RETAIN A COPY OF HIS ROLODEX OR