EXHIBIT 10.19
AMENDMENT NO. 1
TO
NONCOMPETITION AGREEMENT
AMENDMENT NO. 1 TO NONCOMPETITION AGREEMENT (this "Amendment") dated
as of October 15, 1997 by and between Grove Property Trust (formerly Grove Real
Estate Asset Trust), a real estate investment trust organized under the laws of
the State of Maryland (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Executive"),
amending that certain Noncompetition Agreement (the "Noncompetition Agreement"),
dated as of March 14, 1997, by and between the Company and the Executive.
W I T N E S S E T H:
WHEREAS, the Company and the Executive desire to amend the
Noncompetition Agreement; and
WHEREAS, the Board of Trust Managers of the Company (the "Board") at a
Meeting of the Board held on October 14, 1997 unanimously adopted a resolution
authorizing and directing that the Noncompetition Agreement be amended to
provide that, effective upon the consummation of the transactions contemplated
by the Company's Registration Statement on Form S-2 (No. 333-38183) (the
"Registration Statement"), certain executive officers of the Company, including
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, will not engage in any activity engaged in by the Company,
with the exception that such officer may, directly or indirectly, develop,
redevelop, acquire, manage, or operate the Excluded Properties (as such term is
defined in the Noncompetition Agreement).
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements of the parties herein contained and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, the parties hereto hereby amend the Noncompetition
Agreement as follows:
1. CAPITALIZED TERMS. Unless otherwise defined herein, capitalized
terms used herein shall have the same meaning ascribed thereto in the
Noncompetition Agreement.
2. AGREEMENT REMAINS IN EFFECT. Except as amended hereby, all terms
and conditions of the Noncompetition Agreement shall remain in full force and
effect.
2
3. CONFLICT. In the event of any conflict between the provisions of
the Noncompetition Agreement and the provisions of this Amendment, the
provisions of this Amendment shall control and be given effect.
4. COMPETITION. Section 1(b) of the Noncompetition Agreement is
hereby deleted and the following is inserted in substitution therefor:
(b) The term "Competition" for purposes of this Agreement shall mean
engaging directly or indirectly in developing, redeveloping,
acquiring, managing or operating multi-family or retail mixed-use
properties, whether by the Executive individually or as principal,
partner, officer, director, consultant, employee, stockholder or
manager of any person, partnership, corporation, limited liability
company or any other entity; provided, however, that the term
"Competition" shall be deemed to exclude the Executive's ownership,
management or leasing of the Executive's interests in any of the
Excluded Properties and any passive ownership interest in real
property received in exchange therefor.
5. EFFECTIVENESS. This Amendment shall become effective upon
consummation of the transactions contemplated by the Registration Statement.
6. NORTHEASTERN UNITED STATES. The following definition of the
capitalized term, "Northeastern United States" is hereby added to the
definitions in Section 1 of the Noncompetition Agreement to be placed
alphabetically therein (between the definitions of "Noncompetition Term" and
"Significant Shareholder"):
"Northeastern United States" means the following states: Maine, New
Hampshire, Vermont, Massachusetts, Connecticut, Rhode Island, New
York, New Jersey and Pennsylvania.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one in the same instrument.
8. HEADINGS. The headings contained herein are for reference
purposes only and shall not in any way effect the meaning or interpretation of
this Amendment.
3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
GROVE PROPERTY TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
EXECUTIVE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
