AND THE LIKE
RELATING TO THE COMPANY'S BUSINESS, WHICH EMPLOYEE HAS CONTROL OVER SHALL NOT BE
REMOVED FROM THE COMPANY'S PREMISES WITHOUT ITS WRITTEN CONSENT, UNLESS SUCH
REMOVAL IS IN THE FURTHERANCE OF THE COMPANY'S BUSINESS OR IS IN CONNECTION WITH
EMPLOYEE'S CARRYING OUT HIS DUTIES UNDER THIS AGREEMENT AND, IF SO REMOVED,
SHALL BE RETURNED TO THE COMPANY PROMPTLY AFTER TERMINATION OF EMPLOYEE'S
EMPLOYMENT HEREUNDER, OR OTHERWISE PROMPTLY AFTER REMOVAL IF SUCH REMOVAL OCCURS
FOLLOWING TERMINATION OF EMPLOYMENT.
EMPLOYEE'S ROLODEX, TELEPHONE DIRECTORY
AND SIMILAR TYPE ITEMS, AND FURNITURE, ART WORK AND PROPERTY OWNED BY EMPLOYEE
OR OTHERWISE NOT OWNED BY THE COMPANY SHALL NOT BE DEEMED COMPANY PROPERTY AND
SHALL NOT BE COVERED BY THIS SECTION 9(B).
THE COMPANY SHALL BE THE OWNER OF
ALL TRADE SECRETS AND OTHER PRODUCTS RELATING TO THE COMPANY'S BUSINESS
DEVELOPED BY EMPLOYEE ALONE OR IN CONJUNCTION WITH OTHERS AS PART OF HIS
EMPLOYMENT WITH THE COMPANY.
10.
NON-COMPETITION.
(A)
IN CONSIDERATION OF THE BENEFITS TO BE PROVIDED TO EMPLOYEE HEREUNDER,
EMPLOYEE COVENANTS THAT HE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY, DURING THE EMPLOYMENT PERIOD AND THE PERIOD OF ONE (1) YEAR IMMEDIATELY
FOLLOWING HIS TERMINATION OF EMPLOYMENT FOR ANY REASON OTHER THAN PURSUANT TO
SECTIONS 6(A), 6(E) AND 6(F) (THE "RESTRICTION PERIOD") ENGAGE, IN THE
WASHINGTON, D.C. METROPOLITAN AREA, IN ANY WAY, DIRECTLY OR INDIRECTLY, IN THE
FINANCING, ACQUISITION, OPERATION, DEVELOPMENT, 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 THE ACTIVITIES
SET FORTH IN ATTACHMENT A HERETO (THE "EXCLUDED ACTIVITIES").
(B)
EMPLOYEE HEREBY COVENANTS AND AGREES THAT, AT ALL TIMES DURING THE
RESTRICTION PERIOD, EMPLOYEE SHALL NOT PURSUE OR ATTEMPT TO DEVELOP OR TO DIRECT
TO ANY OTHER ENTITY ANY PROJECT WHICH THE COMPANY IS OR WAS PURSUING, DEVELOPING
OR ATTEMPTING TO DEVELOP DURING THE PERIOD OF HIS EMPLOYMENT OR INTERFERE OR
OTHERWISE COMPETE (OTHER THAN IN CONNECTION WITH THE EXCLUDED ACTIVITIES OR
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
COMPANY) WITH ANY ACTIVE LEASE NEGOTIATIONS OF THE COMPANY WHICH THE EMPLOYEE IS
OR WAS ACTIVELY INVOLVED IN CONDUCTING OR STRATEGIZING ON BEHALF OF THE COMPANY
OR ITS AFFILIATES.
(C)
EMPLOYEE HEREBY COVENANTS AND AGREES THAT, AT ALL TIMES DURING THE
RESTRICTION PERIOD, EMPLOYEE SHALL NOT (I) ASSIST ANY OTHER PERSON OR FIRM IN
COUNSELING, ADVISING, ENCOURAGING OR SOLICITING ANY PERSON THAT WITHIN ONE (1)
YEAR IMMEDIATELY PRIOR TO THE END OF THE EMPLOYMENT PERIOD WAS, A TENANT OF THE
COMPANY OR ITS AFFILIATES (A "TENANT") TO TERMINATE ITS LEASE WITH THE COMPANY
OR ITS AFFILIATES, (II) CONTACT ANY TENANT OR INDUCE OR ATTEMPT TO INDUCE OR
OTHERWISE COUNSEL, ADVISE, ENCOURAGE OR SOLICIT ANY TENANT TO TERMINATE ITS
LEASE WITH THE COMPANY OR ITS AFFILIATES, OR (III) EMPLOY OR SEEK TO EMPLOY ANY
PERSON EMPLOYED WITHIN ONE (1) YEAR IMMEDIATELY PRIOR TO THE END