Common use of Non-Solicitation; Non-Competition; Non-Disparagement Clause in Contracts

Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge that the services provided under this Agreement give you the opportunity to have special knowledge of the Forest City Group, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Forest City Group. You further acknowledge that interference with those business or employment relationships of the Forest City Group would cause irreparable injury to the Forest City Group. Consequently, you agree to be subject to the following restrictive covenants: a) You agree that during the period commencing on the date of this Agreement and ending two years after the Date of Termination (the “Protection Period”), and provided that the Company has not materially breached its obligations under Section 5 hereof, you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or limited liability company or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, in the United States, (i) have any direct or indirect equity or other ownership interest in, or provide any financial or other assistance (whether as a lender, investor or otherwise) to, any Competitive Business (as defined below); (ii) perform services as a director, officer, manager, employee, member, consultant, representative, agent or otherwise for any Competitive Business; or (iii) otherwise engage in any Competitive Business, including, without limitation, by diverting or attempting to divert from the Forest City Group any business whatsoever by influencing or attempting to influence, or soliciting or attempting to solicit any of the customers of the Forest City Group (or any potential customers with whom the Forest City Group had business contact during the one-year period ending on the Date of Termination). For purposes of this Section 7, the term “Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that conducts a real estate business that is competitive with the commercial office, retail rental, and/or multifamily residential portfolios owned or managed by any member of the Forest City Group as of the Date of Termination (or any significant business that is being actively pursued as of the Date of Termination by any member of the Forest City Group).

Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge that the services provided under this Agreement give you the opportunity to have special knowledge of the Forest City GroupCompany, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Forest City GroupCompany. You further acknowledge that interference with those business or employment relationships of the Forest City Group Company would cause irreparable injury to the Forest City GroupCompany. Consequently, you agree to be subject to the following restrictive covenants: a) You agree that during the period commencing on the date of this Agreement and ending two years after the Date of Termination (the “Protection Period”), and provided that the Company has not materially breached its obligations under Section 5 hereof, you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or limited liability company or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, in the United States, (i) have any direct or indirect equity or other ownership interest in, or provide any financial or other assistance (whether as a lender, investor or otherwise) to, any Competitive Business (as defined below); (ii) perform services as a director, officer, manager, employee, member, consultant, representative, agent or otherwise for any Competitive Business; or (iii) otherwise engage in any Competitive Business, including, without limitation, by diverting or attempting to divert from the Forest City Group Company or any of its subsidiaries or affiliates, any business whatsoever by influencing or attempting to influence, or soliciting or attempting to solicit any of the customers of the Forest City Group Company or any of its subsidiaries or affiliates (or any potential customers with whom the Forest City Group Company or any of its subsidiaries or affiliates had business contact during the one-year period ending on the Date of Termination). For purposes of this Section 7, the term “Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that conducts a real estate business that is competitive with the commercial office, retail rental, and/or multifamily residential portfolios owned or managed by the Company or any member of the Forest City Group its subsidiaries or affiliates as of the Date of Termination (or any significant business that is being actively pursued as of the Date of Termination by the Company or any member of the Forest City Groupits subsidiaries or affiliates).

Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge (a) Seller agrees that, for a period commencing on the Closing Date and ending on the date that is two years after the services provided under this Agreement give you Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, or as a stockholder, partner, member, manager or other owner or participant in any Person, solicit, endeavor to entice away from or other encourage to leave any of Buyer or the opportunity to have special knowledge Companies for employment, service or hire any of the Forest City Groupindividuals set forth on ‎Section 5.12 of the Seller Disclosure Schedule, (such Persons, the “Covered Employees”); provided that this ‎Section 5.12 shall not prohibit Seller and its Confidential InformationSubsidiaries from (i) conducting a general solicitation or advertisement that is not specifically directed at such Covered Employees; (ii) soliciting for employment or hiring any individuals who have not been employed or engaged by any Company for a period of three months prior to the date such individuals were first solicited for employment; (iii) soliciting for employment or hiring any individuals whose employment or engagement with any Company is terminated by any Company after Closing; or (iv) responding to unsolicited inquiries regarding employment. (b) Seller agrees that, for a period commencing on the Closing Date and ending on the date that is thirty (30) months after the Closing Date, Seller shall not, and shall cause each Person that is an Affiliate of Seller as of the capabilities date hereof and each Person that that becomes an Affiliate of individuals employed by Seller after the Closing not to, directly or affiliated indirectly, engage in, or as a stockholder, partner, member, manager, employee, consultant or other owner assist any other Person to engage in, the Restricted Business in the US, Canada, Germany, Bulgaria and Denmark or own an equity interest in, or manage, consult, operate or control, any Person engaged in a business that competes with the Forest City Group. You further acknowledge that interference with those Business as it is conducted on the Closing Date (a “Restricted Business”) in the US, Canada, Germany, Bulgaria and Denmark; provided that, this ‎Section 5.12(b) shall not prohibit (i) the acquisition by Seller or any of its Affiliates of a Person, business or employment relationships business line that does not have more than 10% of its sales (based on its latest annual audited financial statements) attributable to a Restricted Business; (ii) the acquisition, holding of investments, or direct or indirect ownership by Seller or any of its Affiliates of any capital stock or other securities of any Person engaged in any Restricted Business so long as such ownership interest represents not more than 10% of the Forest City Group would cause irreparable injury aggregate voting power or of such Person; or (iii) entering into or participating in a joint venture, partnership or other strategic business relationship with any Person engaged in a Restricted Business, if such joint venture, partnership or other strategic business relationship does not engage in the Restricted Business. For the avoidance of doubt, this ‎Section 5.12(b) shall not apply to any Person or Affiliate of any Person (other than to Seller and its Subsidiaries) that acquires all or any portion of the Forest City Group. Consequentlybusiness, you agree to be subject to the following restrictive covenants:equity or assets of Seller or its Subsidiaries or enters into a business combination with Seller or with any of its Subsidiaries. a(c) You agree that during the Seller agrees that, for a period commencing on the date of this Agreement hereof and ending on the date that is two years after the Date of Termination (the “Protection Period”)Closing Date, Seller shall not, and provided that the Company has shall not materially breached permit any of its obligations under Section 5 hereofAffiliates to, you will and shall instruct its directors and officers not in any mannerto, knowingly and intentionally make, either directly or indirectly, through any personpublic disparaging oral or written comments, firm statements or corporation, alone representations regarding Buyer or as a member of a partnership the Companies or limited liability company or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, in the United States, (i) have any direct or indirect equity or other ownership interest in, or provide any financial or other assistance (whether as a lender, investor or otherwise) to, any Competitive Business (as defined below); (ii) perform services as a director, officer, manager, employee, member, consultant, representative, agent or otherwise for any Competitive Business; or (iii) otherwise engage in any Competitive Business, including, without limitation, by diverting or attempting to divert from the Forest City Group any business whatsoever by influencing or attempting to influence, or soliciting or attempting to solicit any of the customers of the Forest City Group (their respective Affiliates or any potential customers of their respective officers, directors, employees, shareholders, businesses or products; provided that the foregoing shall not prohibit any comments, statements or representations made in connection with whom the Forest City Group had business contact during the one-year period ending or related to any Action in which such Seller and/or any of its Affiliates, on the Date of Termination). For purposes of this Section 7one hand, are adverse to Buyer or the term “Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that conducts a real estate business that is competitive with the commercial office, retail rental, and/or multifamily residential portfolios owned or managed by any member of the Forest City Group as of the Date of Termination (Companies or any significant business that is being actively pursued as of their respective Affiliates or any of their respective officers, directors, employees, shareholders, businesses or products, on the Date of Termination by any member of the Forest City Group)other hand.

Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge that the services provided under this Agreement give you the opportunity to have special knowledge of the Forest City Group, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Forest City Group. You further acknowledge that interference with those business or employment relationships of the Forest City Group would cause irreparable injury to the Forest City Group. Consequently, you agree to be subject to the following restrictive covenants: (a) You agree that during For a period of three (3) years from the period commencing on Closing Date with respect to each Post-Transaction Employee (for the date purposes of this Agreement and ending two years after the Date of Termination (the Section 5.6(a), each a “Protection PeriodBusiness Covered Person”), and each of the Sellers agrees that neither such Seller nor any of his, her or its respective Affiliates will hire, employ or solicit for employment any Business Covered Person; provided that the Company Sellers and their respective Affiliates shall not be restricted from (i) employing or soliciting for employment any Business Covered Person (A) who has ceased to be employed or engaged by Buyer or Buyer Subsidiaries for a period of at least six (6) months without any prior solicitation prohibited hereunder or (B) whose employment or engagement was terminated by Buyer or Buyer Subsidiaries, or (ii) making general solicitations for employment (including by search firms) not materially breached its obligations under Section 5 hereofspecifically directed at Business Covered Persons. (b) For a period of three (3) years from the Closing Date, you will none of the Sellers shall (and the Sellers shall cause their respective Affiliates not in any mannerto), directly or indirectly, through operate, engage or participate in, carry on in any personmanner, firm or have an ownership interest in any Person engaged in, any business activities that are competitive with any of the business activities conducted by the Company as of immediately prior to the Closing, in the jurisdictions in which such activities have been conducted; provided that the Sellers and their respective Affiliates shall not be restricted from (i) rendering services to the Company, Buyer or Buyer Affiliates or (ii) owning shares of any publicly-traded corporation which does not exceed 5% of the outstanding shares of such corporation. (c) From and after the Closing Date, alone none of the Sellers shall (and the Sellers shall cause their respective Affiliates not to) in any fashion, form or manner make any negative, derogatory or disparaging statements or communications regarding the Buyer or any of its Affiliates or any of any Buyer’s employees or officers or any of its Affiliates’ employees or officers; provided, that the Sellers and their respective Affiliates shall not be restricted from making truthful testimony. (d) Sellers acknowledge that the restrictions contained in this Section 5.6 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.6 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as a member of a partnership written shall not invalidate or limited liability company render unenforceable the remaining covenants or as an officerprovisions hereof, director, shareholder, investor and any such invalidity or employee of unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other corporation or enterprise or otherwise, in the United States, (i) have any direct or indirect equity or other ownership interest in, or provide any financial or other assistance (whether as a lender, investor or otherwise) to, any Competitive Business (as defined below); (ii) perform services as a director, officer, manager, employee, member, consultant, representative, agent or otherwise for any Competitive Business; or (iii) otherwise engage in any Competitive Business, including, without limitation, by diverting or attempting to divert from the Forest City Group any business whatsoever by influencing or attempting to influence, or soliciting or attempting to solicit any of the customers of the Forest City Group (or any potential customers with whom the Forest City Group had business contact during the one-year period ending on the Date of Termination). For purposes of this Section 7, the term “Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that conducts a real estate business that is competitive with the commercial office, retail rental, and/or multifamily residential portfolios owned or managed by any member of the Forest City Group as of the Date of Termination (or any significant business that is being actively pursued as of the Date of Termination by any member of the Forest City Group)jurisdiction.

Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge that the services provided under this Agreement give you the opportunity to have special knowledge of the Forest City Group, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Forest City Group. You further acknowledge that interference with those business or employment relationships of the Forest City Group would cause irreparable injury to the Forest City Group. Consequently, you agree to be subject to the following restrictive covenants: a) You agree that during the period commencing on the date of this Agreement and ending two years after the Date of Termination (the “Protection Period”), and provided that the Company has not materially breached its obligations under Section 5 hereof, you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or limited liability company or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, in the United States, (i) have any direct or indirect equity or other ownership interest in, or provide any financial or other assistance (whether as a lender, investor or otherwise) to, any Competitive Business (as defined below); (ii) perform services as a director, officer, manager, employee, member, consultant, representative, agent or otherwise for any Competitive Business; or (iii) otherwise engage in any Competitive Business, including, without limitation, by diverting or attempting to divert from the Forest City Group any business whatsoever by influencing or attempting to influence, or soliciting or attempting to solicit any of the customers of the Forest City Group (or any potential customers with whom the Forest City Group had business contact during the one-year period ending on the Date of Termination). For purposes of this Section 7, the term “Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that conducts a real estate business that is competitive with the commercial office, retail rental, and/or multifamily residential portfolios owned or managed by any member of the Forest City Group as of the Date of Termination (or any significant business that is being actively pursued as of the Date of Termination by any member of the Forest City Group). b) You agree that during the Protection Period, and provided that the Company has not materially breached its obligations under Section 5 hereof, you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or limited liability company or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, induce or attempt to induce any employee of any member of the Forest City Group, but only with respect to employees with whom you had direct contact while employed by the Company pursuant to this Agreement, as well as those with whom you had direct contact while employed by Forest City Enterprises, Inc. or any of its subsidiaries or affiliates or any predecessor thereof at prior to the date of this Agreement, to quit or abandon their employ. c) You agree to refrain, both during and after the Term, from publishing or providing any oral or written statements about the Forest City Group, or any of such member’s officers, directors, managers, employees, agents or representatives that are disparaging, slanderous, libelous or defamatory, or that disclose private or Confidential Information about their business affairs, or that constitute an intrusion into their private lives, or that give rise to unreasonable publicity about their private lives, or that place them in a false light before the public, or that constitute a misappropriation of their name or likeness. d) Likewise, the Forest City Group shall not publish or provide any oral or written statements about you or your family that are disparaging, slanderous, libelous or defamatory, or that disclose private or confidential information about your business or personal affairs, or that constitute an intrusion into your private life, or that give rise to unreasonable publicity about your private life, or that place you or your family in a false light before the public or that constitute a misappropriation of your name or likeness. e) Nothing in this Section 7 shall prohibit you from being: (i) a shareholder in a mutual fund or a diversified investment company or (ii) an owner of not more than 5% of the outstanding equity securities of any class of a corporation or other entity which is publicly traded, provided that you have no active participation in the business of such corporation or other entity. f) You agree and acknowledge that the promises and obligations made by the Company in this Agreement (specifically including, but not limited to, the payments and benefits provided for under Section 5(a)(ii) hereof) constitute sufficient consideration for the covenants contained in this Section 7. You also agree and acknowledge that the covenants contained in this Section 7: (i) are reasonable in period, scope and area, and (ii) are necessary to protect legitimate proprietary and business interests of the Forest City Group. If, at the time of enforcement of this Section 7, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope or area permitted by law. g) Your obligations set forth in this Section 7 shall remain in full force and effect for the entire period provided herein notwithstanding the termination of your employment under this Agreement for any reason; provided that your obligations under Section 7(a) shall cease if the Company terminates your employment for Cause or you terminate your employment for Good Reason.