Exhibit 10.11
GARY R. SIEGEL
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT (this
“ Agreement ”) is entered into as of the 20
th day of December, by and between Republic Property
Trust, a Maryland real estate investment trust (the “
Company ”) and Gary R. Siegel (the “
Executive ”).
WHEREAS, the Company and Republic
Property Limited Partnership, a Delaware limited partnership and
wholly owned operating partnership subsidiary of the Company (the
“ Operating Partnership ”), are engaging in
various related transactions pursuant to which, among other things,
(i) the Operating Partnership would acquire interests in
various limited liability companies that own real estate
properties, and (ii) the Company would effect an initial
public offering of its common shares of beneficial interest, par
value $0.01 per share, and contribute the proceeds therefrom for a
like number of units of partnership interest in the Operating
Partnership (the “ IPO ”, and together with the
other transactions in connection therewith, the “ IPO
Transactions ”);
WHEREAS, prior to the date hereof,
the Company and the Executive entered into an Employment Agreement
dated as of
,
2005 (but effective for all purposes and in all respects as of the
closing of the IPO Transactions), 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 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 longer of (i) the three-year period beginning on the
date of this Agreement or (ii) 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 and one-half (1-1/2) years thereafter (the “
Restricted Period ”), the Executive will not engage in
any business involving the development, construction, acquisition,
ownership or operation of institutional grade office property real
estate (the “ Company Business ”), 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); 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 and 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, (b) the direct or indirect
ownership by the Executive of up to five percent of the outstanding
equity interests of any public company, (c) any activities with
respect to Non-Office Building Real Estate, including, without
limitation, residential, hotel, retail, industrial or recreational,
(d) the Executive’s activities as a trustee of various trusts
for the benefit of family members of Richard L. Kramer (whether
such trusts are in existence now or in the future) and, in
connection therewith, to act as a manager of various Kramer family
investment entities in which one or more of the trusts is an equity
owner (and in all events, nothing contained in this Section 1 shall
be construed in any manner which could cause the Executive to have
to violate any fiduciary duty that he may have to any such trusts
or family investment entities) and (e) a direct or indirect
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 in the case of this clause (e) 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 is not engaged in the Company Business.
Notwithstanding the foregoing, during the one and one-half (1-1/2)
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 District of Columbia and the states of Maryland and Virginia;
and (II) 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,
(i) “ Person ” means any individual, firm,
corporation, partnership, company, limited liability company,
trust, joint venture, association or other entity, and (ii)
“Non-Office Building Real Estate” means any real
estate which has an office space component equal to five percent
(5%) or less of such real estate’s total net rentable square
footage.
2.
Nonsolicitation . The Executive agrees with the Company that
for the longer of (i) the three-year period beginning on the date
of this Agreement or (ii) the period during which the Executive is
employed by the REIT, and for eighteen months thereafter, such
Executive will not (a) 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 (b) hire (on behalf of the Executive or any other person or
entity) any employee who has left the employment of the REIT (or
any predecessor thereof) within one year of the termination of such
employee’s employment with the REIT.
3.
Reasonable and Necessary Restrictions . The Executive
acknowledges that the restrictions, prohibitions and other
provisions hereof, including, without limitation, the Restricted
Area, the Restriction Period and the restriction period set forth
in Section 2, are reasonable, fair and equitable in terms of
duration, scope and geographic area, are necessary to protect the
legitimate business interests of the REIT, and are a material
inducement to the Company to enter into this Agreement and the
Employment Agreement.
4.
Specific Performance . The Executive acknowledges that
the obligations undertaken by such Executive pursuant to this
Agreement are unique and that the Company likely will have no
adequate remedy at law if the Executive shall fail to perform any
of such Executive’s obligations hereunder, and the Executive
therefore
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