OF
UNDERLYING SHARES OF THE EMPLOYER'S COMMON STOCK AS WOULD HAVE APPLIED ON THE
DATE OF TERMINATION HAD SUCH OPTION THERETOFORE BECOME VESTED AND EXERCISABLE ON
A PRO-RATA MONTHLY BASIS OVER A 60-MONTH PERIOD COMMENCING ON THE DATE OF GRANT,
AND (III) EXCEPT AS OTHERWISE PROVIDED IN THIS SENTENCE, SUCH OPTION AGREEMENT
SHALL APPLY IN ACCORDANCE WITH ITS TERMS.
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 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
10
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 GOOD
WILL 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, PRESENTATIONS OR STRATEGIES OF THE EMPLOYER;
FINANCIAL AND BUDGET INFORMATION OF THE EMPLOYER; NEW PERSONNEL ACQUISITION
PLANS; AND ALL OTHER BUSINESS RELATED INFORMATION WHICH HAS NOT BEEN PUBLICLY
DISCLOSED BY THE EMPLOYER.
THIS RESTRICTION SHALL APPLY REGARDLESS OF WHETHER
SUCH