FIRST AMENDMENT TO ADVISORY MANAGEMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT
TO
This FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT (the “Amendment”) is made and entered into as of this 25th day of June, 2008 by and between BEHRINGER HARVARD REIT I, INC., a Maryland corporation (the “Company”), and BEHRINGER ADVISORS, LLC, a Texas limited liability company (the “Advisor”).
WHEREAS, the Company and the Advisor previously entered into that certain Fifth Amended and Restated Advisory Management Agreement dated December 29, 2006 (the “Agreement”).
WHEREAS, the Company and the Advisor desire to amend the Agreement to prohibit the Company from soliciting the employees of the Advisor during the term of the Agreement and for the one-year period following the termination thereof.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, do hereby agree, as follows:
1. Defined Terms. Any term used herein that is not otherwise defined herein shall have the meaning ascribed to such term as provided in the Agreement.
2. Amendment to Article VI. Article VI of the Agreement is hereby amended by adding Section 6.15, as follows:
6.15 Non-Solicitation. During the period commencing on the date on which this Agreement is entered into and ending one year following the termination of this Agreement, the Company shall not, without the Advisor’s prior written consent, directly or indirectly, (i) solicit or encourage any person to leave the employment or other service of the Advisor or its affiliates or (ii) hire, on behalf of the Company or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment the Advisor or its affiliates. During the period commencing on the date hereof through and ending one year following the termination of this Agreement, the Company shall not, whether for its own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the relationship of the Advisor or it affiliates with, or endeavor to entice away from the Advisor or its affiliates, any person who during the term of the Agreement is, or during the preceding one-year period was, a customer of the Advisor or its affiliates.
3. Continuing Effect. Except as otherwise set forth in this Amendment, the terms of the Agreement shall continue in full force and effect and shall not be deemed to have otherwise been amended, modified, revised or altered.
4. Counterparts. The parties agree that this Amendment has been or may be executed in several counterparts, each of which shall be deemed an original, and all counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.
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BEHRINGER HARVARD REIT I, INC. |
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By: |
/s/ Xxxxxx X. Xxxxxxx, III |
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Xxxxxx X. Xxxxxxx, III |
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Executive Vice President – Corporate |
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Development & Legal |
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BEHRINGER ADVISORS, LLC |
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By: |
Harvard Property Trust, LLC, |
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its Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx, III |
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Xxxxxx X. Xxxxxxx, III |
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Executive Vice President – Corporate |
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Development & Legal |
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