展示10.4
首次修订
经修订的第二份就业协议
本第一次修订协议是针对已修正且重新规定的雇佣协议的（以下简称“修改”），于2024年10月22日，由马里兰州股份有限公司CTO REALTY GROWTH之间签订并进入公司”), and JOHN P. ALBRIGHt (the “高管”).
背景
The Company and the Executive are parties to that certain Second Amended and Restated Employment Agreement dated as of July 29, 2020 (the “雇佣协议公司和高管希望对就业协议进行某些修改，如下所述。
修订
为了上述目的，公司和高管特此约定如下：
1.根据以下内容删除第5.f节，并用以下内容替换就业协议。
f. | 遵守第280G条款。执行人员和公司将善意合作，以减少或消除1986年修订的《内部税收法典第280G条》可能产生的影响代码）。因此，如公司的所有权或控制发生变化，从而导致公司或其他人、公司、合伙企业、公司、协会或其他实体向执行人员支付或分配或为执行人员的利益支付或可分配的任何款项（无论根据本协议条款或其他方式实际支付或可支付或分配或可分配）（每一款“ 遵守第280G条款 ）适用于拖欠余额的合格住宅客户的分期付款安排长达12个月。先支付欠款金额的定金，然后通过分期支付剩余金额，加上常规月度账单。被列为《法典》第4999节规定的征收的高额税款所影响（此类高额税款与高管因此类高额税款而产生的任何利息或罚款合称“高额税款”），则高管将获得以下款项中的最大值，以获得高管税后净额最高的款项（考虑联邦、州、地方法定税务及社会保障税款）：(a) 该款项或 (b) 使高管避免支付高额税款的款项金额减少一美元。 |
2.员工合同经修订，删除第7条，并以以下内容替换：
| 7. | 限制性契约. |
| a. | 保密信息在执委工作期间，执行所属公司的职责 |
| 在下文规定的公司集团连带责任下，执行人将被提供并将可以访问机密信息。鉴于执行人对此类机密信息的接收和访问，以及作为执行人雇佣的条件，执行人应遵守此 第7.a节. |
| (i) | 无论是在雇佣期间（下文定义）还是其后，除非本协议明确允许或董事会的指示，执行人不得向任何人或实体透露任何机密信息，也不得使用任何机密信息，除了为公司集团的利益。执行人应遵守一切公司集团关于存储机密信息的所有文件和其他材料安全性的政策和规程（无论机密信息存储的媒介）。除非为履行执行人代表公司集团职责所必需，执行人不得从任何公司集团成员的设施中移除任何设备、图纸、笔记、报告、手册、发明记录、计算机软件、租户信息或任何以任何方式与机密信息相关的数据或材料，无论是纸质还是电子的，无论是由执行人制作还是公司集团取得。本 第7.a.i节 适用于所有机密信息，无论执行人在其在公司或与公司集团的任何其他成员有雇佣关系期间是否已知或以后得知的。 |
| (ii) | 尽管 第7.a.i节的任何规定 相反，执行者可能对保密信息进行以下披露和使用： |
| (A) | 向公司集团成员的其他雇员披露需要了解公司集团业务的保密信息； |
| (B) | 经董事会书面批准的披露和使用； |
| (C) | 披露给已被公司集团成员聘用为一名或数名公司集团成员提供服务的个人或实体，并且已书面同意遵守符合公司要求的保密协议条款；和 |
| (D) | 根据适用法律要求披露。 |
| (iii) | 雇佣期限届满后，高管应立即返还所有原件和副本的文件、记录、笔记本、文件、信件、报告、备忘录或其他包含保密信息、专有信息或公司所有其他种类材料的内容（包括高管目前拥有的公司钥匙和其他有形个人财产），无论是高管本人制作还是他人制作。高管同意，在与公司的雇佣关系因任何原因终止或要求时，公司代表可以访问高管曾在与公司工作相关的任何个人计算机、笔记本电脑、智能手机、平板电脑、电话或其他电子设备或存储媒体上存储的所有数据，唯一目的是永久性地删除、复制和/或删除属于或与公司、其客户、潜在客户、商业伙伴、业务或包含公司保密信息或公司所有其他信息的任何数据。 |
| (iv) | “保密信息”指任何会议上或书面方式传达给高管的在高管受聘或受雇于公司或公司集团成员期间（无论是否在工作时间内或其他时间以及是否在公司场所内或其他地点）由高管单独或与他人共同构思、制作、开发或获得的所有机密、有竞争价值、非公开或专有信息，包括：（i）任何公司集团成员、其关联公司、其客户或其他第三方的技术信息，包括计算机程序、软件、数据库、数据、思想、诀窍、公式、构成、过程、发现、机器、发明（无论是否可以获得专利）、设计、开发性或实验性工作、技术、改进、进行中的工作、研究或测试结果、原创作品、培训课程和程序、图表、商业计划和类似项；（ii）与公司集团的任何成员的业务、资产或服务有关的信息（包括所有关于公司集团机会、运营、未来计划、业务方式、商业计划、发展业务和市场份额策略、研究、财务和销售数据、定价条款、评估、观点、解读、收购展望、租户或收购目标的身份或要求、租户组织或收购展望组织内的关键联系人的身份或市场营销和商品推广技术、潜在名称和标记）；（iii）任何公司集团成员的其他有价值的机密信息和商业秘密。 |
| Company Group, its affiliates, its tenants or other third parties; and (iv) any other information that is competitively valuable to any member of the Company Group by virtue of not being publicly known. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company or the other applicable member of the Company Group and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Executive or any of Executive’s agents; (ii) was available to Executive on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to Executive on a non-confidential basis from a source other than a member of the Company Group; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group. |
| (v) | Notwithstanding anything to the contrary herein, nothing in this Agreement or in any other agreement between Executive and the Company or any other member of the Company Group shall prohibit or restrict Executive from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority (including the Securities and Exchange Commission and any other applicable governmental commission or regulatory agency) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any governmental authority relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating |
| a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company or any other member of the Company Group that Executive has engaged in any such conduct. |
| (vi) | “Company Group” means the Company, Alpine Income Property Trust, Inc. (“Alpine”) and each subsidiary of the Company and Alpine, collectively. |
| (vii) | “Employment Period” means the period from June 30, 2011 through the termination of the Executive’s employment pursuant to this Agreement. |
| b. | Non-Competition; Non-Solicitation. |
| (i) | The Company shall provide Executive access to Confidential Information for use only during the Employment Period, and Executive acknowledges and agrees that the Company Group will be entrusting Executive, in Executive's unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Executive hereunder, Executive has voluntarily agreed to the covenants set forth in this Section 7.b. Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group's Confidential Information, goodwill and legitimate business interests. |
| (ii) | During the Employment Period, the Executive shall submit to the Board all Business Opportunities (as defined below) presented to the Executive or of which the Executive becomes aware. |
| (iii) | During the Prohibited Period (as defined below), Executive shall not, without the prior written approval of the Board, directly or indirectly, for Executive or on behalf of or in conjunction with any other person or entity of any nature: |
| (A) | engage or participate within the Market Area (as defined below) in competition with any member of the Company Group in any aspect of the Business (as defined below), which prohibition shall prevent Executive from directly or indirectly: (i) owning a controlling interest in, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (ii) joining, becoming an employee or consultant of, or otherwise being affiliated with or providing services to, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (ii)) in which Executive's duties or responsibilities involve direct or indirect responsibilities with respect to the Business. |
| (B) | appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area; |
| (C) | solicit, canvass, approach, encourage, entice or induce any tenant of any member of the Company Group with whom or which Executive had contact on behalf of any member of the Company Group, about whom or which Executive obtained Confidential Information or for whom or which Executive had direct or indirect responsibilities on behalf of the Company Group to cease or lessen such tenant’s business with any member of the Company Group in the Market Area; or |
| (D) | solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group or hire or engage any employee or contractor of any member of the Company Group. |
| (iv) | The covenants in this Section 7.b, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. |
| (v) | The following terms shall have the following meanings: |
| (A) | “Business” shall mean the business and operations that are the same or similar to those performed by the Company and any other member of the Company Group for which Executive provides services or about which Executive obtains Confidential Information during the Employment Period, which business and operations include investing in, owning, managing, operating, acquiring, developing, disposing of and/or leasing commercial real estate properties and commercial loans and other structured investments. |
| (B) | “Business Opportunity” shall mean any commercial, investment or other business opportunity relating to the Business. |
| (C) | “Market Area” shall mean the geographic areas (i) in Volusia and Orange Counties in the State of Florida and (ii) included or within 25 miles of any metropolitan statistical area from which the Company derives 1% or more of the Company’s aggregate annualized revenue at any time during the final twelve (12) months in which Executive is or has been employed by any member of the Company Group; provided, however, in no event will the geographic area referenced in this clause (ii) include any areas within the State of California. |
| (D) | “Prohibited Period” shall mean the period during which Executive is employed by any member of the Company Group and continuing for a period of twelve months following the date that Executive is no longer employed by any member of the Company Group. |
| c. | Injunctive Relief. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in this Section 7, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other |
| rights and remedies available to the Company and each other member of the Company Group at law and equity. |
8.Section 14 of the Employment Agreement shall be deemed incorporated by reference herein, mutatis mutandis.
[Signature page follows]
IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment on the date first written above.
EXECUTIVE:
/s/ John P. Albright
John P. Albright
COMPANY:
CTO Realty Growth, Inc.,
a Maryland corporation
By: /s/ Daniel E. Smith
Daniel E. Smith
Senior Vice President,
General Counsel & Corporate Secretary
[Signature Page to First Amendment to Second Amended and Restated Employment Agreement]