展示10.4
首次修訂
經修訂的第二份就業協議
本第一次修訂協議是針對已修正且重新規定的僱傭協議的（以下簡稱“修改”），於2024年10月22日，由馬里蘭州股份有限公司CTO REALTY GROWTH之間簽訂並進入公司”), 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 “僱傭協議公司和高管希望對就業協議進行某些修改，如下所述。
修訂
爲了上述目的，公司和高管特此約定如下：
1.根據以下內容刪除第5.f節，並用以下內容替換就業協議。
f. | 遵守第280G條款。執行人員和公司將善意合作，以減少或消除1986年修訂的《內部稅收法典第280G條》可能產生的影響代碼）。因此，如公司的所有權或控制發生變化，從而導致公司或其他人、公司、合夥企業、公司、協會或其他實體向執行人員支付或分配或爲執行人員的利益支付或可分配的任何款項（無論根據本協議條款或其他方式實際支付或可支付或分配或可分配）（每一款“ 遵守第280G條款 ）適用於拖欠餘額的合格住宅客戶的分期付款安排長達12個月。先支付欠款金額的定金，然後通過分期支付剩餘金額，加上常規月度賬單。被列爲《法典》第4999節規定的徵收的高額稅款所影響（此類高額稅款與高管因此類高額稅款而產生的任何利息或罰款合稱“高額稅款”），則高管將獲得以下款項中的最大值，以獲得高管稅後淨額最高的款項（考慮聯邦、州、地方法定稅務及社會保障稅款）：(a) 該款項或 (b) 使高管避免支付高額稅款的款項金額減少一美元。 |
2.員工合同經修訂，刪除第7條，並以以下內容替換：
| 7. | 限制性契約. |
| a. | 保密信息在執委工作期間，執行所屬公司的職責 |
| 在下文規定的公司集團連帶責任下，執行人將被提供並將可以訪問機密信息。鑑於執行人對此類機密信息的接收和訪問，以及作爲執行人僱傭的條件，執行人應遵守此 第7.a節. |
| (i) | 無論是在僱傭期間（下文定義）還是其後，除非本協議明確允許或董事會的指示，執行人不得向任何人或實體透露任何機密信息，也不得使用任何機密信息，除了爲公司集團的利益。執行人應遵守一切公司集團關於存儲機密信息的所有文件和其他材料安全性的政策和規程（無論機密信息存儲的媒介）。除非爲履行執行人代表公司集團職責所必需，執行人不得從任何公司集團成員的設施中移除任何設備、圖紙、筆記、報告、手冊、發明記錄、計算機軟件、租戶信息或任何以任何方式與機密信息相關的數據或材料，無論是紙質還是電子的，無論是由執行人制作還是公司集團取得。本 第7.a.i節 適用於所有機密信息，無論執行人在其在公司或與公司集團的任何其他成員有僱傭關係期間是否已知或以後得知的。 |
| (ii) | 儘管 第7.a.i節的任何規定 相反，執行者可能對保密信息進行以下披露和使用： |
| (A) | 向公司集團成員的其他僱員披露需要了解公司集團業務的保密信息； |
| (B) | 經董事會書面批准的披露和使用； |
| (C) | 披露給已被公司集團成員聘用爲一名或數名公司集團成員提供服務的個人或實體，並且已書面同意遵守符合公司要求的保密協議條款；和 |
| (D) | 根據適用法律要求披露。 |
| (iii) | 僱傭期限屆滿後，高管應立即返還所有原件和副本的文件、記錄、筆記本、文件、信件、報告、備忘錄或其他包含保密信息、專有信息或公司所有其他種類材料的內容（包括高管目前擁有的公司鑰匙和其他有形個人財產），無論是高管本人制作還是他人制作。高管同意，在與公司的僱傭關係因任何原因終止或要求時，公司代表可以訪問高管曾在與公司工作相關的任何個人計算機、筆記本電腦、智能手機、平板電腦、電話或其他電子設備或存儲媒體上存儲的所有數據，唯一目的是永久性地刪除、複製和/或刪除屬於或與公司、其客戶、潛在客戶、商業夥伴、業務或包含公司保密信息或公司所有其他信息的任何數據。 |
| (iv) | “保密信息”指任何會議上或書面方式傳達給高管的在高管受聘或受僱於公司或公司集團成員期間（無論是否在工作時間內或其他時間以及是否在公司場所內或其他地點）由高管單獨或與他人共同構思、製作、開發或獲得的所有機密、有競爭價值、非公開或專有信息，包括：（i）任何公司集團成員、其關聯公司、其客戶或其他第三方的技術信息，包括計算機程序、軟件、數據庫、數據、思想、訣竅、公式、構成、過程、發現、機器、發明（無論是否可以獲得專利）、設計、開發性或實驗性工作、技術、改進、進行中的工作、研究或測試結果、原創作品、培訓課程和程序、圖表、商業計劃和類似項；（ii）與公司集團的任何成員的業務、資產或服務有關的信息（包括所有關於公司集團機會、運營、未來計劃、業務方式、商業計劃、發展業務和市場份額策略、研究、財務和銷售數據、定價條款、評估、觀點、解讀、收購展望、租戶或收購目標的身份或要求、租戶組織或收購展望組織內的關鍵聯繫人的身份或市場營銷和商品推廣技術、潛在名稱和標記）；（iii）任何公司集團成員的其他有價值的機密信息和商業祕密。 |
| 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]