WRITING UPON RECEIVING A REQUEST FOR SUCH INFORMATION), OR (II) WITH RESPECT
TO ANY OTHER LITIGATION, ARBITRATION OR MEDIATION INVOLVING THIS AGREEMENT OR
ANY OTHER AGREEMENT BETWEEN OFFICER AND CORPORATION, INCLUDING BUT NOT LIMITED
TO ENFORCEMENT OF SUCH AGREEMENTS.
OFFICER AGREES THAT, UPON TERMINATION OF
OFFICER'S EMPLOYMENT WITH CORPORATION, ALL CONFIDENTIAL INFORMATION IN OFFICER'S
POSSESSION THAT IS IN WRITTEN OR OTHER TANGIBLE FORM (TOGETHER WITH ALL COPIES
OR DUPLICATES THEREOF, INCLUDING COMPUTER FILES) SHALL BE RETURNED TO
CORPORATION AND SHALL NOT BE RETAINED BY OFFICER OR FURNISHED TO ANY THIRD
PARTY, IN ANY FORM EXCEPT AS PROVIDED HEREIN; PROVIDED, HOWEVER, THAT OFFICER
SHALL NOT BE OBLIGATED TO TREAT AS CONFIDENTIAL, OR RETURN TO CORPORATION COPIES
OF ANY CONFIDENTIAL INFORMATION THAT (A) WAS PUBLICLY KNOWN AT THE TIME OF
DISCLOSURE TO OFFICER, (B) BECOMES PUBLICLY KNOWN OR AVAILABLE THEREAFTER OTHER
THAN BY ANY MEANS IN VIOLATION OF THIS AGREEMENT OR ANY OTHER DUTY OWED TO
CORPORATION BY OFFICER, OR (C) IS LAWFULLY DISCLOSED TO OFFICER BY A THIRD
PARTY.
AS USED IN THIS AGREEMENT, THE TERM "CONFIDENTIAL INFORMATION" MEANS:
INFORMATION DISCLOSED TO OFFICER OR KNOWN BY OFFICER AS A CONSEQUENCE OF OR
THROUGH OFFICER'S RELATIONSHIP WITH CORPORATION, ABOUT THE CUSTOMERS, EMPLOYEES,
BUSINESS METHODS, PUBLIC RELATIONS METHODS, ORGANIZATION, PROCEDURES OR
FINANCES, INCLUDING, WITHOUT LIMITATION, INFORMATION OF OR RELATING TO CUSTOMER
LISTS, OF CORPORATION AND ITS AFFILIATES.
ANYTHING ELSEWHERE TO THE CONTRARY
NOTWITHSTANDING, OFFICER SHALL BE ENTITLED TO RETAIN (I) PAPERS AND OTHER
MATERIALS OF A PERSONAL NATURE, INCLUDING, BUT NOT LIMITED TO, PHOTOGRAPHS,
CORRESPONDENCE, PERSONAL DIARIES, CALENDARS AND ROLODEXES, PERSONAL FILES AND
PHONE BOOKS, (II) INFORMATION SHOWING HIS COMPENSATION OR RELATING TO
REIMBURSEMENT OF EXPENSES, (III) INFORMATION THAT OFFICER REASONABLY BELIEVES
MAY BE NEEDED FOR TAX PURPOSES, (IV) COPIES OF PLANS, PROGRAMS AND AGREEMENTS
RELATING TO HIS COMPENSATION, OR EMPLOYMENT OR TERMINATION THEREOF, WITH
CORPORATION AND (V) MINUTES, PRESENTATION MATERIALS AND PERSONAL NOTES FROM ANY
MEETING OF THE BOARD, OR ANY COMMITTEE THEREOF, WHILE OFFICER WAS A MEMBER OF
THE BOARD OR SUCH COMMITTEE.
17
(B)
NONCOMPETITION.
OFFICER ACKNOWLEDGES AND AGREES THAT OFFICER'S
SERVICES PURSUANT TO THIS AGREEMENT ARE UNIQUE AND EXTRAORDINARY, AND THAT
OFFICER WILL HAVE ACCESS TO AND CONTROL OF CONFIDENTIAL INFORMATION OF
CORPORATION WHICH IS VITAL TO THE SUCCESS OF CORPORATION'S BUSINESS.
OFFICER
FURTHER ACKNOWLEDGES THAT BECAUSE OF OFFICER'S KNOWLEDGE OF CORPORATION'S
CONFIDENTIAL INFORMATION IT IS UNLIKELY THAT OFFICER COULD WORK FOR A COMPETITOR
OF CORPORATION WITHOUT DIVULGING SUCH CONFIDENTIAL INFORMATION.
OFFICER FURTHER
ACKNOWLEDGES THAT THE BUSINESS OF CORPORATION IS NATIONAL IN SCOPE AND CANNOT BE
CONFINED TO ANY PARTICULAR GEOGRAPHIC AREA OF THE UNITED STATES.
FOR THE
FOREGOING REASONS, AND IN CONSIDERATION FOR THE BENEFITS OFFERED BY CORPORATION
UNDER THIS AGREEMENT, OFFICER HEREBY AGREES THAT DURING THE EMPLOYMENT PERIOD,
OFFICER SHALL NOT ACCEPT EMPLOYMENT NOR ENGAGE AS A CONSULTANT WITH A COMPETITOR
OF CORPORATION IN THE REAL ESTATE INVESTMENT TRUST INDUSTRY.
(C)
NON-SOLICITATION.
(I)
OFFICER PROMISES AND AGREES THAT DURING THE EMPLOYMENT PERIOD AND
FOR A PERIOD OF ONE (1) YEAR THEREAFTER, OFFICER WILL NOT, DIRECTLY OR