Exhibit 99.7
NONCOMPETITION
AGREEMENT
This NONCOMPETITION AGREEMENT
is made and entered into as of the
day of
,
, by and between Pacific Office Properties L.P., a Delaware limited
partnership (the “ Company ”), [Jay H.
Shidler/Lawrence J. Taff] (the “ Officer
”).
WHEREAS , the Company will be engaged in the business of
owning, managing, acquiring and developing office properties (the
“ Business ”);
WHEREAS , the Officer desires to be associated with the
Company as [a member of the board of directors or an officer/the
Chief Financial Officer] of its general partner, Pacific Office
Properties, Inc. (the “ REIT ”), and in such
capacity will have access to the Company’s business plans,
financial data and other confidential matters; and
WHEREAS , the Company desires to have the Officer enter
into this Agreement in order to protect the Company from unfair
competition.
NOW, THEREFORE
, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by the Company and the Officer, the parties hereto
agree as follows:
1.
Definitions .
1.1.
“ Current Operating
Region ” means the areas described on Exhibit A
hereto as “Current Operating Region.”
1.2. “Office
Property” means any
real property containing 50,000 or more square feet of contiguous
Class A office space.
1.3.
“ Supplemental Operating
Region ” means any county outside the Current Operating
Region in which the Company or its subsidiaries owns an Office
Property.
1.4.
“ Target Operating
Region ” means the areas described on Exhibit A
hereto as “Target Operating Region.”
2.
Covenant Not to Compete . Subject to
Section 3 hereof, the Officer hereby agrees that during
the term of this Agreement the Officer shall not, without the prior
written consent of the Company, as approved by a majority of the
independent directors of the REIT, invest, directly or indirectly,
in any Office Property located (a) in the Current Operating
Region or the Target Operating Region or (b) in any county in
the Supplemental Operating Region during such time as the Company
or one of its subsidiaries owns an Office Property in such county
(a “ Supplemental Operating Region
”).
3.
Permitted Activities . The restrictions
contained in Section 2 hereof shall not apply to
(i) investments in the Company or the Officer’s
participation in the Business on behalf of the Company or its
subsidiaries, (ii) investments in properties in which the
Officer has an interest, directly or indirectly, on the date hereof
including an interest in a purchase agreement, loan, lease or
letter of intent with respect to such properties,
(iii) investments in properties which
would cause the Officer to be in violation of
clause (b) of Section 2 if such investments were
held by the Officer at the time the Company first acquired the
property which causes such violation to exist, (iv) activities
of, or properties owned or operated by, First Industrial Realty
Trust, Inc., Corporate Office Properties Trust or any of their
affiliated entities, (v) investments considered by the Company
or its subsidiary and rejected by the investment committee (or
comparable decision-maker) thereof, (vi) investments in any
corporation or partnership, directly or indirectly through
subsidiaries, engaged in the Business, if (a) the
Officer’s aggregate investment in such entity constitutes
less than 4.9% of the equity ownership of such entity and
(b) the Officer is not actively engaged in the operation or
management of such entity’s business and
(vii) investments in business enterprises that are not engaged
in the Business.
4.
Term . This Agreement shall be
in effect for such time as the Officer is a [director or
officer[Shidler]/officer[Taff]] of the REIT.
5.
Ability to Earn Livelihood . The Officer expressly
acknowledges: (i) that he will be able to ear
