Exhibit 10.9
STEVEN A. GRIGG
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT (this
“ Agreement ”) is entered into as of December
20, 2005 by and between Republic Property Trust, a Maryland real
estate investment trust (the “ Company ”) and
Steven A. Grigg (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, 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 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, and (d) 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 (d) 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. Notwithstanding
the foregoing, if the Executive is not reelected as a member of the
Board or the Executive is removed from the Board or the Executive
resigns from the Board, the Restricted Period shall terminate on
the date on which the Executive is neither a member of the Board
nor an employee of the REIT if the Executive has either
resigned from his employment with the REIT for Good Reason (as
defined in the Employment Agreement) or been terminated by the REIT
without Cause (as defined in the Employment Agreement).
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,
