Exhibit 10.15
DANIEL R. SINK
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT (this
“Agreement”) is entered into as of August 16, 2004 by
and between Kite Realty Group Trust, a Maryland real estate
investment trust (the “Company”) and Daniel R. Sink
(the “Executive”).
WHEREAS, the Company and Kite Realty
Group, L.P., a Delaware limited partnership, of which the Company
is the general partner (the “Operating Partnership”),
are engaging in various related transactions pursuant to which,
among other things, (i) the Operating Partnership will acquire
interests in various entities that own or lease real estate
properties in which certain persons affiliated with the Company
have interests, including the Executive (ii) the Company will
acquire indirect interests in certain service companies currently
owned by persons affiliated with the Company, and (iii) the Company
will effect an initial public offering of its common shares and
contribute the proceeds therefrom for a like number of units of
partnership interest in the Operating Partnership (the “Kite
IPO,” and together with the other transactions described
above, the “Kite IPO Transactions”);
WHEREAS, concurrently with the
execution and delivery of this Agreement, the Company and the
Executive are entering into an Employment Agreement dated as of the
date hereof, pursuant to which, among other things, the Company has
agreed to employ the Executive, and the Executive has agreed to be
employed by the Company, in accordance with the terms thereof (the
“Employment Agreement”); and
WHEREAS, the Company and the
Executive agree that, as part of the Kite IPO Transactions, the
Executive will not engage in competition with the Company and will
refrain from taking certain other actions pursuant to the terms and
conditions hereof in an effort to protect the Company’s
legitimate business interests and goodwill and for other business
purposes.
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the
parties hereto agree as follows:
1.
Noncompetition.
The Executive agrees with the
Company that for the period during which the Executive is employed
by the Company (or any successor thereto) or its subsidiaries or
Affiliates (as defined in the Employment Agreement) (collectively,
the “REIT”), and for one year thereafter (the
“Restricted Period”), the Executive will not, (i)
directly or indirectly, engage in any business involving real
property development, construction, acquisition, ownership or
operation, whether such business is conducted by the Executive
individually or as a principal, partner, member, stockholder,
director, trustee, officer, employee or independent contractor of
any Person (as defined below) or (ii) own any interests in real
property which are competitive, directly or indirectly, with any
business carried on by the REIT; provided, however , that
this Section 1 shall not be deemed to prohibit any of the
following: (a) any of the real estate (and real
estate-related) activities listed on Schedule A hereto, the
Executive’s ownership, marketing, sale, transfer or exchange
of any of the Executive’s interests in any of the properties
or entities listed on
Schedule A hereto or any other
permitted activities listed on Schedule A hereto, (b) the direct or
indirect ownership by the Executive of up to five percent of the
outstanding equity interests of any public company, and (c) any
activities with respect to residential real estate and (d) a direct
or indirect passive ownership by the Executive of equity or similar
ownership interests of any corporation, partnership, limited
liability company, joint venture, association or other entity that
is not a public company, provided that the Executive is not
involved in the management or operation of such Person or its
business (as a director, trustee, officer, employee or otherwise)
and such Person does not engage, directly or indirectly, in (x) the
development, construction, acquisition, ownership or operation of
neighborhood and community shopping centers or (y) any other
business or enterprise in competition with any material business
activities of the REIT. Notwithstanding the foregoing, during
the one-year “tail” period included in the Restricted
Period, the restrictions set forth in this Section 1 shall apply
only within the following “Restricted Areas”: (I) the
states of Indiana, Florida and Texas; (II) the area within a
10-mile radius of any property owned or leased by the REIT, as of
the date of the Executive’s termination of employment; (III)
each county in each state in which the REIT owns or leases property
as of the date of the Executive’s termination of employment;
and (IV) in any state in which the REIT owns or leases at least
five properties as of the date of the Executive’s termination
of employment, the area within a 50-mile radius of any property
owned or leased by the REIT, as of the date of the
Executive’s termination of employment. For purposes of
this Agreement, “Person” means any individual, firm,
corporation, partnership, company, limited liability company,
trust, joint venture, association or other entity.
2.
Nonsolicitation
. The Executive agrees with the
Company that for the period during which the Executive is employed
by the REIT, and for two years thereafter, such Executive will not
(i) directly or indirectly solicit, induce or encourage any
employee or independent contractor to terminate their employment
with the REIT or to cease rendering services to the REIT, and the
Executive shall not initiate discussions with any such Person for
any such purpose or authorize or knowingly cooperate with the
taking of any such actions by any other Person, or (ii) hire (on
behalf of the Executive or any other pers
