CUSTOMER, EMPLOYEE, AND OTHER BUSINESS
RELATIONSHIPS ON BEHALF OF THE EMPLOYER; AND THAT ACCESS TO AND DEVELOPMENT OF
THOSE CLOSE BUSINESS RELATIONSHIPS FOR THE EMPLOYER RENDER HIS SERVICES SPECIAL,
UNIQUE AND EXTRAORDINARY.
IN RECOGNITION THAT THE GOODWILL AND BUSINESS
RELATIONSHIPS DESCRIBED HEREIN ARE VALUABLE TO THE EMPLOYER, AND THAT LOSS OF OR
DAMAGE TO THOSE RELATIONSHIPS WOULD DESTROY OR DIMINISH THE VALUE OF THE
EMPLOYER, AND IN CONSIDERATION OF THE COMPENSATION (INCLUDING SEVERANCE)
ARRANGEMENTS HEREUNDER, AND OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT
AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY EXECUTIVE, EXECUTIVE AGREES
AS FOLLOWS:
(A)
CONFIDENTIALITY.
DURING THE TERM OF THIS AGREEMENT (INCLUDING ANY
RENEWALS), AND AT ALL TIMES THEREAFTER, EXECUTIVE SHALL MAINTAIN THE
CONFIDENTIALITY OF ALL CONFIDENTIAL OR PROPRIETARY INFORMATION OF THE EMPLOYER
OR GRAMERCY ("CONFIDENTIAL INFORMATION"), AND, EXCEPT IN FURTHERANCE OF THE
BUSINESS OF THE EMPLOYER OR AS SPECIFICALLY REQUIRED BY LAW OR BY COURT ORDER,
HE SHALL NOT DIRECTLY OR INDIRECTLY DISCLOSE ANY SUCH INFORMATION TO ANY PERSON
OR ENTITY; NOR SHALL HE USE CONFIDENTIAL INFORMATION FOR ANY PURPOSE EXCEPT FOR
THE BENEFIT OF THE EMPLOYER.
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL
INFORMATION" INCLUDES, WITHOUT LIMITATION:
CLIENT OR CUSTOMER LISTS,
IDENTITIES, CONTACTS, BUSINESS AND FINANCIAL INFORMATION (EXCLUDING THOSE OF
EXECUTIVE PRIOR TO EMPLOYMENT WITH THE EMPLOYER); INVESTMENT STRATEGIES; PRICING
INFORMATION OR POLICIES, FEES OR COMMISSION ARRANGEMENTS OF THE EMPLOYER OR
GRAMERCY; MARKETING PLANS, PROJECTIONS, PRESENTATIONS OR STRATEGIES OF THE
EMPLOYER OR GRAMERCY; FINANCIAL AND BUDGET INFORMATION OF THE EMPLOYER OR
GRAMERCY; NEW PERSONNEL ACQUISITION PLANS; AND ALL OTHER BUSINESS RELATED
INFORMATION WHICH HAS NOT BEEN PUBLICLY DISCLOSED BY THE EMPLOYER OR GRAMERCY.
THIS RESTRICTION SHALL APPLY REGARDLESS OF WHETHER SUCH CONFIDENTIAL INFORMATION
IS IN WRITTEN, GRAPHIC, RECORDED, PHOTOGRAPHIC, DATA OR ANY MACHINE READABLE
FORM OR IS ORALLY CONVEYED TO, OR MEMORIZED BY, EXECUTIVE.
(B)
PROHIBITED ACTIVITIES.
BECAUSE EXECUTIVE'S SERVICES TO THE
EMPLOYER ARE ESSENTIAL AND BECAUSE EXECUTIVE HAS ACCESS TO THE EMPLOYER'S
CONFIDENTIAL INFORMATION, EXECUTIVE COVENANTS AND AGREES THAT:
(I)
DURING THE EMPLOYMENT PERIOD, AND FOR THE SIX-MONTH PERIOD
FOLLOWING THE DATE THAT EXECUTIVE IS NO LONGER EMPLOYED BY THE EMPLOYER,
EXECUTIVE WILL NOT, ANYWHERE IN THE UNITED STATES, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE EMPLOYER, DIRECTLY OR INDIRECTLY (INDIVIDUALLY, OR THROUGH OR ON
BEHALF OF ANOTHER ENTITY AS OWNER, PARTNER, AGENT, EMPLOYEE, CONSULTANT, OR IN
ANY OTHER CAPACITY), ENGAGE, PARTICIPATE OR ASSIST, AS AN OWNER, PARTNER,
EMPLOYEE, CONSULTANT, DIRECTOR, OFFICER, TRUSTEE OR AGENT, IN ANY ELEMENT OF THE
BUSINESS, PROVIDED, HOWEVER, THAT (A) SUCH SIX-MONTH PERIOD SHALL ONLY BE THREE
MONTHS IF (I) EXECUTIVE IS NO LONGER EMPLOYED BY THE EMPLOYER FOLLOWING A
NON-RENEWAL OF THIS AGREEMENT BY THE EMPLOYER OR (II) IN THE EVENT EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR CAUSE BASED ON CONDUCT OR ALLEGED CONDUCT THAT WAS
NOT RELATED TO THE BUSINESS OF THE EMPLOYER, (B) SUCH SIX-MONTH PERIOD SHALL
ONLY BE THREE MONTHS IN THE EVENT EXECUTIVE TERMINATES HIS EMPLOYMENT WITHIN
SIXTY (60) DAYS AFTER THE PAYMENT OF A DISCRETIONARY BONUS FOR ANY YEAR IN AN
AMOUNT LESS THAN $200,000