Exhibit 10.2
NONCOMPETITION
AGREEMENT
THIS NONCOMPETITION AGREEMENT (this
“ Agreement ”) is dated as of September 1,
2008, by and among Thomas Properties Group, Inc., a Delaware
corporation (“ TPG ”), Thomas Properties Group,
L.P., a Maryland limited partnership (the “ Operating
Partnership ”) and Paul S. Rutter (the “
Executive ”). TPG and the Operating Partnership are
collectively referred to herein as the “ Company
.”
WHEREAS, concurrently with the execution of this
Agreement, the Company and the Executive have entered into
(i) an Employment Agreement, pursuant to which the Company has
agreed to employ the Executive, and the Executive has agreed to be
employed by the Company, as an Executive Vice President and General
Counsel (the “ Employment Agreement ”) and
(ii) a confidentiality agreement (the “
Confidentiality Agreement ”); and
WHEREAS, the Company and the Executive agree that, in
connection with the execution of the Employment Agreement and the
Executive’s employment, the Executive will not engage in
competition with the Company pursuant to the terms and conditions
hereof. Capitalized terms used herein and not defined herein shall
have the meanings given in the Employment Agreement.
NOW, THEREFORE,
in furtherance of the foregoing and
in exchange for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Noncompetition
.
(a) During the Employment Period the
Executive shall not engage in Competition (as defined below) with
the Company or any of its subsidiaries or affiliates. To the extent
permitted by federal and state law, this Agreement shall continue
in effect for one year beyond the end of the Employment Period only
if Executive voluntarily resigns from employment with the Company
during the Employment Period but excluding a resignation for Good
Reason, a Change in Control Resignation, or a resignation as a
result of Executive’s exercise of the right to resign under
Section 2(b)(iii) of the Employment Agreement.
(b) The term “
Competition ” for purposes of this Agreement shall
mean the taking of any of the following actions by the Executive:
(i) the conduct, directly or indirectly, of any business
involving real property development, investment, acquisition, sale
or management, whether such business is conducted by the Executive
individually or as principal, partner, officer, director,
consultant, employee, stockholder or manager of any person,
partnership, corporation, limited liability company or any other
entity; and/or (ii) ownership of interests in real property
which are competitive, directly or indirectly, with any business
carried on by the Company (or any successor thereto) or its
subsidiaries or affiliates; provided, however, that the term
“Competition” shall be deemed to exclude (A) the
direct or indirect ownership by the Executive of up to five percent
(5%) of the outstanding equity interests of any public company
or up to ten percent (10%) in any privately held fund,
partnership or other real estate investment vehicle, and
(B) residential real estate.
1
(c) During the Employment Period,
and for two (2) years thereafter, the Executive shall not,
directly or indirectly, engage, employ or solicit the employment of
any person who is then or has been within three (3) months
prior to the time of such action, an employee of the Company, or
any affiliate of either TPG or the Operating
Partnership.
2. Specific Performance . The
Executive acknowledges that in the event of breach or threatened
breach by the Executive of the terms of Section 1
hereof, the Company could suffer significant and irreparable harm
that could not be satisfactorily compensated in monetary terms, and
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