AND (C) SUCH SIX-MONTH PERIOD SHALL NOT APPLY IN THE
EVENT EXECUTIVE TERMINATES HIS EMPLOYMENT WITHOUT GOOD REASON WITHIN SIXTY (60)
DAYS AFTER (I) GRAMERCY FILES, IN ANY COURT OR AGENCY PURSUANT TO
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ANY STATUTE OR REGULATION OF ANY STATE OR COUNTRY, A PETITION IN BANKRUPTCY OR
INSOLVENCY OR FOR REORGANIZATION OR FOR AN ARRANGEMENT OR FOR THE APPOINTMENT OF
A RECEIVER OR TRUSTEE OF GRAMERCY OR OF ITS ASSETS, OR (II) THE 90TH DAY AFTER
GRAMERCY IS SERVED WITH AN INVOLUNTARY PETITION IN BANKRUPTCY OR SEEKING
REORGANIZATION, LIQUIDATION, DISSOLUTION, WINDING-UP ARRANGEMENT, COMPOSITION OR
READJUSTMENT OF ITS DEBTS OR ANY OTHER RELIEF UNDER ANY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR ACT OR LAW OF ANY JURISDICTION NOW OR HEREAFTER
IN EFFECT, IF SUCH PETITION IS NOT DISMISSED ON OR BEFORE SUCH DATE; WITH THIS
SUBPARAGRAPH (I) BEING SUBJECT, HOWEVER, TO SECTION 8(C) BELOW; AND
(II)
EXECUTIVE WILL NOT, 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), DURING THE EMPLOYMENT PERIOD AND (A) 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) SOLICIT, ENCOURAGE, OR ENGAGE IN
ANY ACTIVITY TO INDUCE ANY EMPLOYEE OF THE EMPLOYER OR GRAMERCY TO TERMINATE
EMPLOYMENT WITH THE EMPLOYER OR GRAMERCY, OR TO BECOME EMPLOYED BY, OR TO ENTER
INTO A BUSINESS RELATIONSHIP WITH, ANY OTHER PERSON OR ENTITY, OR (B) DURING THE
ONE-YEAR PERIOD FOLLOWING SUCH TERMINATION, ENGAGE IN ANY ACTIVITY INTENTIONALLY
TO INTERFERE WITH, DISRUPT OR DAMAGE THE RELATIONSHIP OF THE EMPLOYER OR
GRAMERCY WITH ANY EXISTING BORROWER, TENANT, CLIENT OR, SUPPLIER, OR DISRUPT OR
DAMAGE ANY OTHER EXISTING BUSINESS RELATIONSHIP OF THE EMPLOYER OR GRAMERCY.
FOR PURPOSES OF THIS SUBSECTION, THE TERM "EMPLOYEE" MEANS ANY INDIVIDUAL WHO IS
AN EMPLOYEE OF OR CONSULTANT TO THE EMPLOYER OR GRAMERCY (OR ANY AFFILIATE OF
EITHER) DURING 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 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, AND (Z) EXECUTIVE IS NOT A CONTROLLING PERSON OF,
OR A MEMBER OF A GROUP WHICH CONTROLS, SUCH ENTITY; OR (III) IF (A) EXCEPT WITH
THE PRIOR WRITTEN CONSENT OF THE EMPLOYER, EXECUTIVE HAS LESS THAN A 25%
INTEREST IN THE INVESTMENT IN QUESTION, (B) EXCEPT WITH THE PRIOR WRITTEN
CONSENT OF THE EMPLOYER, EXECUTIVE DOES NOT