THAT IN SUCH
ROLES THE CONSULTANT HAS RECEIVED AND IS EXPECTED TO RECEIVE CONFIDENTIAL
INFORMATION OF THE COMPANY, INCLUDING COMPANY TRADE SECRETS, AND THEREFORE,
CONSULTANT ACKNOWLEDGES AND AGREES THAT THE FOLLOWING RESTRICTIONS ARE BOTH
REASONABLE AND COMMENSURATE WITH AND IN LIGHT OF THE FOREGOING:
DURING THE
RESTRICTED PERIOD (AS DEFINED HEREIN BELOW), CONSULTANT WILL NOT (X) ENGAGE IN
ANY COMPETING BUSINESS (AS DEFINED BELOW) OR PURSUE OR ATTEMPT TO DEVELOP OR TO
DIRECT TO ANY OTHER ENTITY ANY PROJECT KNOWN TO CONSULTANT AND WHICH THE COMPANY
IS OR WAS PURSUING, DEVELOPING OR ATTEMPTING TO DEVELOP DURING THE TERM (A
"PROJECT"), OR INTERFERE OR OTHERWISE COMPETE (OTHER THAN IN CONNECTION WITH
PERFORMING SERVICES FOR THE COMPANY OR ITS AFFILIATES WITH REGARD TO OTHER
PROPERTIES MANAGED BY THE COMPANY OR ITS AFFILIATES WITH THE CONSENT OF THE
CHAIRMAN OF THE BOARD) WITH ANY ACTIVE LEASE NEGOTIATIONS OF THE COMPANY WHICH
CONSULTANT IS OR WAS ACTIVELY INVOLVED IN CONDUCTING OR STRATEGIZING ON BEHALF
OF THE COMPANY OR ITS AFFILIATES] AND (Y) CONSULTANT WILL NOT SOLICIT ANY
OFFICER, EMPLOYEE (OTHER THAN SECRETARIAL STAFF) OR EXCLUSIVE OR PRIMARY
CONSULTANT OF THE COMPANY TO LEAVE THE EMPLOY OF THE COMPANY.
"COMPETING
BUSINESS" MEANS ANY BUSINESS THAT IS ENGAGED IN THE WASHINGTON, D.C.
METROPOLITAN AREA, DIRECTLY OR INDIRECTLY, IN THE FINANCING, ACQUISITION,
OPERATION, MANAGEMENT, LEASING OR DISPOSITION OF ANY COMMERCIAL OFFICE REAL
ESTATE PROPERTY OR ANY IMPROVEMENTS THEREOF ON BEHALF OF ANY PUBLIC OR
NON-PUBLIC COMPANY, OTHER THAN ACTIVITIES SET FORTH IN EXHIBIT A HERETO.
"RESTRICTED PERIOD" MEANS (A) THE PERIOD DURING AND THROUGH THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE, WITH RESPECT TO ANY COMPETING BUSINESS THAT
DIRECTLY COMPETES WITH THE COMPANY, INCLUDING BOSTON PROPERTIES, FIRST POTOMAC
REALTY TRUST AND BRANDYWINE REALTY TRUST, (B) FOUR (4) MONTHS AFTER THE
EFFECTIVE DATE, WITH RESPECT TO ANY OTHER COMPETING BUSINESS THAT IS APPROVED BY
THE CHAIRMAN OF THE BOARD OF THE COMPANY IN HIS OR HER SOLE DISCRETION UPON
REQUEST FROM THE CONSULTANT, AND (C) WITH RESPECT TO CLAUSE (Y) ABOVE, THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE.
FOR THE AVOIDANCE OF DOUBT, CONSULTANT'S
INTEREST IN, AND CONTINUING SERVICES ON BEHALF OF, THE WATERFRONT STATION
PROJECT AT ANY TIME SHALL NOT BE DEEMED A CONFLICT OF INTERESTS BY CONSULTANT
UNDER SECTION 3 (OR OTHERWISE) OR A VIOLATION OF THIS SECTION 10(C).
(D)
INJUNCTIVE RELIEF.
IN ADDITION TO ANY OTHER REMEDY AVAILABLE TO
THE COMPANY UNDER APPLICABLE LAW, IN THE EVENT OF A BREACH OR THREATENED BREACH
OF THIS SECTION 10, CONSULTANT AGREES THAT THE COMPANY SHALL BE ENTITLED TO SEEK
INJUNCTIVE RELIEF IN A COURT OF
-5-
APPROPRIATE JURISDICTION TO REMEDY ANY SUCH BREACH OR THREATENED BREACH,
CONSULTANT ACKNOWLEDGING THAT DAMAGES WOULD BE INADEQUATE AND INSUFFICIENT.
(E)
CONTINUING OPERATION.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS
SECTION 10, THE TERMINATION OF THIS AGREEMENT, THE TERM AND CONSULTANT'S
ENGAGEMENT HEREUNDER SHALL HAVE NO EFFECT ON THE CONTINUING OPERATION OF THIS
SECTION 10.
FOR THE AVOIDANCE OF DOUBT, FOLLOWING A NONRENEWAL OF THE AGREEMENT
BY THE COMPANY, CONSULTANT SHALL CONTINUE