FOR THE
24-MONTH PERIOD FOLLOWING TERMINATION BY EXECUTIVE WITHOUT GOOD REASON,
EXECUTIVE WILL NOT, ANYWHERE IN THE UNITED STATES, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BOARD WHICH SHALL INCLUDE THE UNANIMOUS CONSENT OF THE DIRECTORS
OTHER THAN ANY OTHER OFFICER 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, SUBJECT, HOWEVER, TO SECTION 8(C)
BELOW; PROVIDED, HOWEVER, THAT, IF THE EMPLOYMENT TERM TERMINATES UPON OR AFTER
THE SCHEDULED EXPIRATION OF THE TERM OF THIS AGREEMENT (INCLUDING ANY RENEWALS)
WITHOUT ANY EARLY TERMINATION UNDER SECTION 6, THE RESTRICTIONS OF THIS
SECTION 8(B)(I) SHALL APPLY FOR ONE YEAR (RATHER THAN 18 MONTHS) FOLLOWING THE
TERMINATION OF EXECUTIVE; AND
(II)
DURING THE EMPLOYMENT PERIOD, AND (X) DURING THE TWO-YEAR PERIOD
FOLLOWING THE TERMINATION OF EXECUTIVE BY EITHER PARTY FOR ANY REASON (INCLUDING
THE EXPIRATION OF THE TERM OF THE AGREEMENT), IN THE CASE OF CLAUSE (A) BELOW,
OR (Y) FOR THE PERIOD FOLLOWING SUCH TERMINATION DURING WHICH THE RESTRICTIONS
OF SECTION 8(B)(I) ARE APPLICABLE (BUT IN NO EVENT LONGER THAN 24 MONTHS), IN
THE CASE OF CLAUSE (B) BELOW, EXECUTIVE WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BOARD WHICH SHALL INCLUDE THE UNANIMOUS CONSENT OF THE DIRECTORS,
WHO ARE NOT OFFICERS OF THE EMPLOYER, DIRECTLY OR INDIRECTLY (INDIVIDUALLY, OR
THROUGH OR ON BEHALF OF ANOTHER ENTITY AS OWNER, PARTNER, AGENT,
11
EMPLOYEE, CONSULTANT, OR IN ANY OTHER CAPACITY), (A) SOLICIT, ENCOURAGE, OR
ENGAGE IN ANY ACTIVITY TO INDUCE ANY EMPLOYEE OF THE EMPLOYER TO TERMINATE
EMPLOYMENT WITH THE EMPLOYER, OR TO BECOME EMPLOYED BY, OR TO ENTER INTO A
BUSINESS RELATIONSHIP WITH, ANY OTHER PERSON OR ENTITY, OR (B) ENGAGE IN ANY
ACTIVITY INTENTIONALLY TO INTERFERE WITH, DISRUPT OR DAMAGE THE BUSINESS OF THE
EMPLOYER, OR ITS RELATIONSHIPS WITH ANY CLIENT, SUPPLIER OR OTHER BUSINESS
RELATIONSHIP OF THE EMPLOYER.
FOR PURPOSES OF THIS SUBSECTION (B)(II), THE TERM
"EMPLOYEE" MEANS ANY INDIVIDUAL WHO IS AN EMPLOYEE OF OR CONSULTANT TO THE
EMPLOYER (OR ANY AFFILIATE) DURING THE SIX-MONTH PERIOD PRIOR TO EXECUTIVE'S
LAST DAY OF EMPLOYMENT.
(C)
OTHER INVESTMENTS.
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,