THE PROVISIONS OF THIS
SECTION 7(D)(IV) SHALL NOT APPLY TO (1) GRANTS MADE UNDER THE OUTPERFORMANCE
PLANS, WHICH SHALL BE GOVERNED BY THEIR TERMS AS IN EFFECT FROM TIME TO TIME AND
(2) OPTION GRANTS MADE UNDER THE 1997 PLAN AND THE 2005 PLAN, WHICH SUCH OPTIONS
SHALL BECOME FULLY VESTED AND EXERCISABLE ON THE DATE OF EXECUTIVE'S TERMINATION
DUE TO SUCH DISABILITY IN ACCORDANCE WITH THEIR TERMS AS CURRENTLY IN EFFECT.
Other than as may be provided under Section 4 or as expressly provided in this
Section 7(d), the Employer shall have no further obligations hereunder following
such termination.
8.
CONFIDENTIALITY; PROHIBITED ACTIVITIES.
EXECUTIVE AND THE EMPLOYER
RECOGNIZE THAT DUE TO THE NATURE OF HIS EMPLOYMENT AND RELATIONSHIP WITH THE
EMPLOYER, EXECUTIVE HAS ACCESS TO AND DEVELOPS CONFIDENTIAL BUSINESS
INFORMATION, PROPRIETARY INFORMATION, AND TRADE SECRETS RELATING TO THE BUSINESS
AND OPERATIONS OF THE EMPLOYER.
EXECUTIVE ACKNOWLEDGES THAT (I) SUCH
INFORMATION IS VALUABLE TO THE BUSINESS
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OF THE EMPLOYER, (II) DISCLOSURE TO, OR USE FOR THE BENEFIT OF, ANY PERSON OR
ENTITY OTHER THAN THE EMPLOYER, WOULD CAUSE IRREPARABLE DAMAGE TO THE EMPLOYER,
(III) THE PRINCIPAL BUSINESSES OF THE EMPLOYER ARE THE ACQUISITION, DEVELOPMENT,
MANAGEMENT, LEASING OR FINANCING OF ANY OFFICE REAL ESTATE PROPERTY, INCLUDING
WITHOUT LIMITATION THE ORIGINATION OF FIRST-MORTGAGE AND MEZZANINE DEBT OR
PREFERRED EQUITY FINANCING FOR REAL ESTATE PROJECTS THROUGHOUT THE UNITED STATES
(COLLECTIVELY, THE "BUSINESS"), (IV) THE EMPLOYER IS ONE OF THE LIMITED NUMBER
OF PERSONS WHO HAVE DEVELOPED A BUSINESS SUCH AS THE BUSINESS, AND (V) THE
BUSINESS IS NATIONAL IN SCOPE.
EXECUTIVE FURTHER ACKNOWLEDGES THAT HIS DUTIES
FOR THE EMPLOYER INCLUDE THE DUTY TO DEVELOP AND MAINTAIN CLIENT, 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
("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 EMPLOYER); INVESTMENT STRATEGIES; PRICING INFORMATION OR
POLICIES, FEES OR COMMISSION ARRANGEMENTS OF THE EMPLOYER; MARKETING PLANS,
PROJECTIONS,