Common use of Nonsolicitation and Noninterference Clause in Contracts

Nonsolicitation and Noninterference. During Participant’s employment and (i) for 3 years following the termination of Participant’s employment for any reason or no reason by either the Company or Participant, Participant will not, directly or indirectly, recruit, hire, retain or attempt to recruit, hire or retain, any then-current employee or independent contractor of the Company or any former employee who was employed by the Company within the prior six (6) months, for employment or engagement with an entity other than the Company, or entice or attempt to persuade the Company’s then-current employee or independent contractor to leave employment or engagement with the Company and (ii) for 1 year following termination of Participant’s employment for any reason or no reason by either the Company or Participant, Participant will not engage in or attempt to engage in negotiations with any potential sellers or developers regarding specific projects identified by the Company in its most-recent internal pipeline report (i.e., the most recent internal pipeline report available prior to the date of the Participant’s termination of employment) as an active development deal (and for the avoidance of doubt, excluding former development deals no longer included in such reports) (“Active Projects”), but Participant shall be free to communicate and negotiate with any sellers or developers on topics other than Active Projects; provided, however, the Company may, in its sole discretion, waive the provisions of Section 9(c)(ii) after its receipt from Participant of (a) a written request for a waiver specifying the Active Project with respect to which such waiver is being sought and (b) an amount equal to the total cumulative expenditures or costs incurred by the Company with respect to such Active Projects, as determined by the Company in its sole discretion. The parties expressly acknowledge and agree that this section 9(c) shall constitute an amendment to, and shall hereby amend and supersede, any provision of any previously executed Share Unit Award Agreement between the Company and Participant pertaining to the subject matter of this Section 9(c).