Exhibit 99.2
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 ”),
and [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:
1.1. “ 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 any of
its subsidiaries and rejected by the investment committee (or
comparable decision-maker) thereof, (vi) investments in and
any other activities of or with respect to those parcels of real
property identified as being the subject matter of that certain
option delivered as of the date hereof by POP Venture, LLC, a
Delaware limited liability company, to the Company,
(vii) 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
(viii) 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
of
