exv10w3



 





Exhibit 10.3




Republic Property Trust, Republic Property Limited Partnership and Republic Property TRS




Change in Control Severance Plan 

(and Summary Plan Description)




     This Change in Control Severance Plan (the “Plan”) sets forth the terms of severance benefits
for certain employees of Republic Property Trust (the “REIT”) and Republic Property Limited
Partnership (the “Operating Partnership”), Republic Property TRS, a Delaware limited liability
company ( “TRS,” and together with the REIT and the Operating Partnership, the “Company”) in the
event of a termination of employment with the Company under the circumstances described below
following a Change in Control of the Company. For purposes of this Plan, “Company” will include
any successor to substantially all of the business, shares or assets of the Company.



     The Plan shall be effective as of June 29, 2007.



     The Plan is an employee welfare benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). This Plan document is also the summary plan
description of the Plan. References in the Plan to “You” or “Your” are references to an employee
of the Company.



     1. Eligibility and Participation. You will be eligible for benefits under this Plan only if,
immediately prior to the effective date of a Change in Control, you are a full-time employee of the
Company (provided that you will be considered a full-time employee of the Company if you on a
Company-approved leave of absence immediately prior to the effective date of a Change in Control
and you were employed full-time immediately prior to the commencement of such leave). You will
not be eligible for benefits under this Plan if you are a party to any individual Change in
Control Severance Agreement or Employment Agreement approved by the Board or a committee thereof in
effect as of the Change in Control.



          All eligible employees of the Company holding a title of Vice President or higher immediately
prior to the effective date of a Change in Control will be “Tier I” employees for purposes of the
Plan. All other eligible employees of the Company will be “Tier II” employees for purposes of the
Plan.




          To become a participant in the Plan, an eligible employee must sign and deliver to the General
Counsel of the Company a Participant Acknowledgment in the form of Appendix A.




     2. Severance Benefit. If you are a participant in the Plan, and you are discharged from
employment by the Company without Cause on or within 12 months following the effective date of a
Change in Control, subject to your compliance with Sections 3 and 5, you will receive the benefits
set forth below:



 









 





          (a) Accrued Obligations. On the date you are discharged from employment, you will
receive a lump sum payment in cash for (i) your fully earned but unpaid base salary, through the
date of discharge, at the rate then in effect, and (ii) your accrued but unused vacation through
the date of discharge.




          (b) Base Salary Severance Benefit. You will receive a severance benefit (your “Base Salary
Severance Benefit”) in one lump sum payment in cash based on your Monthly Base Salary and your
Years of Service. This payment will be paid to you within 15 days following your Release Effective
Date (as defined below in Section 3), but in no event will your Base Salary Severance Benefit
payment be paid on a date that is later than 21/2 months following the end of calendar year in which
you are discharged from employment.




          Your Base Salary Severance Benefit will equal your Monthly Base Salary, multiplied by the
number of whole and fractional months (your “Severance Months”) determined as follows:





               (i) 9 months (if you are a Tier I Employee), or 3 months (if you are a Tier II
Employee), plus




               (ii) your Years of Service, multiplied by your Severance Multiple, with your Severance
Multiple determined as follows:



	 	 	 
	Annual Base Salary	 	Severance Multiple
	$0 - $49,999	 	 1.0
	$50,000 - $99,999	 	1.25
	$100,000 - $149,999	 	1.50
	$150,000 - $199,999	 	1.75






     However, your Severance Months will not exceed 18 months (or, if you have 15 or more
Years of Service, your Severance Months will not exceed 21 months).



     Your “Annual Base Salary” will be the annual rate of your base salary from the Company as in
effect on the date of your discharge from employment with the Company (or, if greater, the annual
rate of your base salary from the Company immediately prior to the Change in Control). For this
purpose, your base salary will not include any bonus, incentive compensation, benefits or expense
reimbursements or Share Awards. If you are an hourly employee, your “Annual Base Salary” will be
your hourly wage rate (determined without regard to overtime) on the date of your discharge from
employment with the Company (or, if greater, your hourly wage rate immediately prior to the Change
in Control) multiplied times your annual scheduled hours determined on the date on which your
employment is terminated. Your “Monthly Base Salary” will be your Annual Base Salary, divided by
12 (rounded up to the nearest dollar).



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     Your “Years of Service” will be determined by (A) the calendar year in which your discharge
from employment with the Company occurs, less (B) the calendar year in which you were employed by
the Company or a predecessor of the Company (including, without limitation, Republic Property
Corporation or RKB Washington Property Fund I L.P.) (a “Predecessor Company”).



     The following examples demonstrate how an eligible employee’s Base Salary Severance Benefit is
determined.




     Example: Employee A is a participant in the Plan and is discharged from
employment without Cause on or within 12 months following a Change in Control.
Employee A was employed by Republic Property Corporation in 2005 and is a Tier II
employee. Employee A is discharged in 2008 and Employee A’s Annual Base Salary is
$60,000.




     Employee A’s Years of Service equal: (A) 2008 (the calendar year of
discharge), less (B) 2005 (the calendar year of hire), or 3 Years of Service.




     Employee A’s Severance Months equal: (i) 3 months (as a Tier II employee),
plus (ii) three (3) Years of Service, multiplied by 1.25 (Employee A’s
Severance Multiple), or 3.75 months. Thus, Employee A’s Severance Months equal
6.75 months. Employee A’s Monthly Base Salary equals $60,000, divided by 12, or
$5,000.




     Employee A’s Base Salary Severance Benefit equals 6.75 (Severance Months),
multiplied by $5,000 (Monthly Base Salary), or $33,750.



* * * * *





     Example: Employee B is a participant in the Plan and is discharged from
employment without Cause on or within 12 months following a Change in Control.
Employee B was employed by Republic Property Corporation in 2002 and is a Tier I
employee. Employee B is discharged in 2008 and Employee B’s Annual Base Salary is
$160,000.




     Employee B’s Years of Service equal: (A) 2008 (the calendar year of
discharge), less (B) 2002 (the calendar year of hire), or 6 Years of Service.




     Employee B’s Severance Months equal: (i) 9 months (as a Tier I employee),
plus (ii) 6 Years of Service, multiplied by 1.75 (Employee B’s Severance
Multiple), or 10.5 months or for a total of 19.5 months, but Employee B’s
Severance Months will not exceed 18 months. Thus, Employee B’s Severance Months
equal 18 months. Employee B’s Monthly Base Salary equals $160,000, divided by 12,
or $13,333.



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     Employee B’s Base Salary Severance Benefit equals 18 (Severance Months),
multiplied by $13,333 (Monthly Base Salary), or $240,000.



          (c) Continued Health Benefits. If you elect continued coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the premiums of your
group health insurance coverage, including coverage for your eligible dependents, for a period of
months equal to your Severance Months; provided, however, your health insurance coverage will not
exceed twelve (12) months; provided, further, that the Company will pay premiums for your eligible
dependents only for coverage for which those eligible dependents were enrolled immediately prior to
the date of termination of your employment. No premium payments will be made following the
effective date of your eligibility for coverage by a health insurance plan of a subsequent
employer. For the balance of the period that you are entitled to coverage under federal COBRA law,
if any, you will be entitled to maintain such coverage at your own expense.



          (d) Accelerated Vesting of Share Awards. The vesting and/or exercisability of any outstanding
unvested Share Awards will be automatically accelerated on the Release Effective Date.



     3. Release Prior To Payment Of Benefits. Prior to the payment of any benefits under this
Plan, you will be required to execute a release (the “Release”) in the form attached hereto and
incorporated herein as Appendix B or Appendix C, as applicable. Such Release will specifically
relate to all of your rights and claims in existence at the time of such execution and will confirm
your obligations under the Company’s standard form of proprietary information and inventions
agreement.



          As specified in the applicable Release, you will have a certain number of calendar days to
consider whether to execute such Release, and you may revoke such Release within 7 calendar days
after execution. You must execute the Release and not revoke the Release in order to be entitled
to benefits under this Plan. With respect to each participant in the Plan, his or her “Release
Effective Date” will be the day upon which the 7 day revocation period applicable to such Release
expires without a revocation of such Release by the participant.




          Your Release Effective Date must be within 55 days following the date of your termination of
employment. If your Release Effective Date does not occur within 55 days of your termination of
employment, you will not be entitled to benefits under this Plan.




     4. Parachute Payments. If any payment or benefit you would receive under this Plan, when
combined with any other payment or benefit you receive pursuant to the termination of your
employment with the Company (“Payment”), would (i) constitute a “parachute payment” within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then such Payment will be reduced to such lesser amount (with cash payments being reduced
before equity
compensation) as would result in no portion of the Payment being subject to the Excise Tax.
All determinations required to be made under this Section 4, including whether and to what extent
the Payments will be reduced and the assumptions to be utilized in arriving at such determination,
will be made by the Company. Any determination by the Company will be binding.



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     5. Restrictive Covenants.



          (a) You agree with the Company that for the period during which you are employed by the
Company and for a period of 12 months thereafter, you will not in any manner (i) directly or
indirectly solicit, induce or encourage any employee or independent contractor to terminate their
employment with the Company or to cease rendering services to the Company, and you shall not
initiate discussions with any such person for any such purpose or authorize or knowingly cooperate
with the taking of any such actions by any other person, or (ii) hire (on your behalf or on behalf
of any other person or entity) any employee who has left the employment of the Company within 12
months of the termination of such employee’s employment with the Company.




          (b) You agree that:




               (i) You will keep secret and retain in strictest confidence, and will not use for your
personal benefit or the benefit of others or directly or indirectly disclose, except as may be
required or appropriate in connection with his carrying out your duties with the Company, all
confidential information, knowledge or data relating to the Company or any of its Related
Companies, or to the Company’s or any such Related Company’s respective businesses and investments
(including confidential information of others that has come into the possession of the Company or
any such Related Company), learned by you heretofore or hereafter directly or indirectly from the
Company or any of its Related Companies and which is not generally available lawfully and without
breach of confidential or other fiduciary obligation to the general public without restriction (the
“Confidential Company Information”), except with the Company’s express written consent or as may
otherwise be required by law or any legal process.



               (ii) To the extent that any court or agency seeks to have you disclose confidential
information, you will promptly inform the Company, and you will take such reasonable steps to
prevent disclosure of confidential information until the Company has been informed of such
requested disclosure, and the Company has an opportunity to respond to such court or agency. To
the extent that you obtain information on behalf of the Company or any Related Company that may be
subject to attorney-client privilege as to the Company’s attorneys, you will take reasonable steps
to maintain the confidentiality of such information and to preserve such privilege.



               (iii) Nothing in the foregoing provisions of this subsection 5(b) will be construed so as to
prevent you from using, in connection with your employment for yourself or an employer other than
the Company or any Related Company, knowledge which is generally known (other than by reason of a
violation of this subsection 5(b)) to persons of your experience in other companies in the same
industry.



5









 





          (c) If you are discharged from employment for any reason, the Company shall have the right, at
its option, to require you to vacate your office prior to or on the effective date of discharge and
to cease all activities on the Company’s behalf. Upon your discharge from employment in any
manner, as a condition to your receipt of any post-termination benefits described in this Plan, you
shall immediately surrender to the Company all lists, books and records of, or in connection with,
the Company’s business, and all other property belonging to the Company (including, but not limited
to, computers, keys, security codes, access cards, credit cards, uniforms, blackberrys and cell
phones), it being distinctly understood that all such lists, books and records, and other
documents, are the property of the Company. You shall deliver to the Company a signed statement
certifying compliance with this Section 5(c) prior to the receipt of any post-termination benefits
described in this Plan.




          (d) If you breach or threaten to commit a breach of any of the provisions of this Section 5,
the Company shall have the right to cease all severance payments and benefits to you under
subsections (b) through (d) of Section 2, in addition to any other rights and remedies available to
the Company under law or in equity.




     6. Effective Date of Plan; Amendment. This Plan will be effective as of June 29, 2007.



          Prior to a Change in Control, the Compensation Committee of the Board will have the power to
amend or terminate this Plan from time to time in its sole and absolute discretion prior to the
occurrence of a Change in Control.




          On or after the date of a Change in Control, the Compensation Committee of the Board may amend
or terminate this Plan from time to time in its sole and absolute discretion; provided, however,
that no such termination or amendment shall impair your rights to benefits under the terms and
conditions of the Plan, as in effect prior to such termination or amendment, without your written
consent.




     7. Claims Procedures.



          (a) Normally, you do not need to present a formal claim to receive benefits payable under this
Plan.




          (b) If any person (the “Claimant”) believes that benefits are being denied improperly, that
the Plan is not being operated properly, that fiduciaries of the Plan have breached their duties,
or that the Claimant’s legal rights are being violated with respect to the Plan, the Claimant must
file a formal claim, in writing, with the Plan Administrator. This requirement applies to all
claims that any Claimant has with respect to the Plan, including claims against fiduciaries and
former fiduciaries, except to the extent the Plan Administrator determines, in its sole discretion,
that it does not have the power to grant all relief reasonably being sought by the Claimant.




          (c) A formal claim must be filed within 90 days after the date the Claimant first knew or
should have known of the facts on which the claim is based, unless the Plan Administrator in
writing consents otherwise. The Plan Administrator will provide a Claimant, on request, with a
copy of the claims procedures established under subsection (d).

6









 









          (d) The Plan Administrator has adopted procedures for considering claims (which are set forth
in Appendix D), which it may amend from time to time, as it sees fit. These procedures will comply
with all applicable legal requirements. These procedures may provide that final and binding
arbitration will be the ultimate means of contesting a denied claim (even if the Plan Administrator
or its delegates have failed to follow the prescribed procedures with respect to the claim). The
right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims
procedures to resolve any claim.




     8. Plan Administration.



          (a) The Plan will be administered by the Compensation Committee of the Board and/or its
delegate which will be one or more senior officers of the Company (the “Plan Administrator”). The
Plan Administrator is responsible for the general administration and management of the Plan and
will have all powers and duties necessary to fulfill its responsibilities, including, but not
limited to, the discretion to interpret and apply the Plan and to determine all questions relating
to eligibility for benefits. The Plan will be interpreted in accordance with its terms and their
intended meanings. All actions taken and all determinations made in good faith by the Plan
Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest
in or under the Plan.




          (b) If, due to errors in drafting, any Plan provision does not accurately reflect its intended
meaning, as demonstrated by consistent interpretations or other evidence of intent, or as
determined by the Plan Administrator in its sole discretion, the provision will be considered
ambiguous and will be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion
consistent with its intent, as determined in the sole discretion of the Plan Administrator. The
Plan Administrator will amend the Plan retroactively to cure any such ambiguity.




          (c) No Plan fiduciary will have the authority to answer questions about any pending or final
business decision of the Company or any affiliate that has not been officially announced, to make
disclosures about such matters, or even to discuss them, and no person will rely on any
unauthorized, unofficial disclosure. Thus, before a decision is officially announced, no fiduciary
is authorized to tell any person, for example, that he or she will or will not be laid off or that
the Company will or will not offer exit incentives in the future. Nothing in this subsection will
preclude any fiduciary from fully participating in the consideration, making, or official
announcement of any business decision.




          (d) This Section may not be invoked by any person to require the Plan to be interpreted in a
manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries.




7









 








     9. Superseding Plan. This Plan (i) will be the only plan with respect to which benefits may
be provided to you as a result of your discharge by the Company without Cause on or within 12
months following a Change in Control and (ii) will supersede any other plan previously adopted by
the Company with respect to severance benefits payable to you as a result of a Change in Control.
Any of your rights hereunder will be in addition to any rights you may otherwise have under benefit
plans or agreements of the Company (other than severance plans or agreements) to which you are a
party or in which you are a participant, including, but not limited to, any Company-sponsored
employee benefit plans and equity incentive award plans, including the 2005 Omnibus Long-Term
Incentive Plan and any awards made thereunder.



     10. Limitation On Employee Rights. This Plan will not give any employee the right to be
retained in the service of the Company, nor will it interfere with or restrict the right of the
Company to discharge or retire the employee.



     11. No Third-Party Beneficiaries. This Plan will not give any rights or remedies to any
person other than eligible employees and the Company.



     12. Successors. This Plan shall be binding upon and inure to the benefit of the successors of
the Company.



     13. Governing Law and Venue. This Plan is a welfare plan subject to ERISA and it will be
interpreted, administered, and enforced in accordance with that law. To the extent that state law
is applicable, the statutes and common law of the State of Delaware, excluding any that mandate the
use of another jurisdiction’s laws, will apply. Any suit brought hereon shall be brought in the
federal courts sitting in the Northern District of Virginia, and you hereby waive any claim or
defense that such forum is not convenient or proper.



     14. Miscellaneous. Where the context so indicates, the singular will include the plural and
vice versa. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan. Unless the context clearly indicates to the contrary,
a reference to a statute or document will be construed as referring to any subsequently enacted,
adopted, or executed counterpart.



     15. Notice. For purposes of this Plan, notices and all other communications provided for in
this Plan will be in writing and will be deemed to have been duly given when delivered or mailed by
United States certified or registered mail, return receipt requested, postage prepaid, addressed to
the Company at its primary office location and to an employee at such employee’s last known address
as listed on the Company’s records, provided that all notices to the Company will be directed to
the attention of its Secretary, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address will be effective
only upon receipt.



8









 





     16. Withholding. The Company will be entitled to withhold from any payments or deemed
payments to you hereunder any amount of withholding required by law.



     17. Additional Information. As a participant in the Plan, you are entitled to certain rights
and protections under ERISA, as described in Appendix E.



     18. Term. The term of this Plan shall commence on the date hereto and end on the earlier of
the second anniversary of the date hereof or upon completion of all payments due to you if a Change
in Control occurs before the second anniversary of the date hereof.



     19. Definitions. For purposes of this Plan, the following terms will have the following
meanings:



          (a) “Board” means the board of trustees of the REIT.




          (b) “Cause” means that, in the reasonable determination of the Company, you:





               (i) have willfully and continually failed or habitually neglected to perform your
duties;




               (ii) have committed an act of fraud, theft, dishonesty or other illegal conduct
related to the business of the Company or its Related Companies or the performance of your
duties;




               (iii) have used or disclosed, in an unauthorized manner, confidential information or
trade secrets of the Company or any of its Related Companies that has a material adverse
impact on such entity; or




               (iv) have been convicted of (or entered a plea of no contest to) a felony.



          (c) “Change in Control” means the happening of any of the following:




               (i) Any “Person” (having the meaning ascribed to such term in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and used in Sections 13(d) and
14(d) thereof, including a “group” within the meaning of Section 13(d)(3)) has or acquires
Beneficial Ownership of 50% or more of the combined voting power of the Company’s then outstanding
voting securities entitled to vote generally in the election of directors (“Voting Securities”);
provided, however, that in determining whether a Change in Control has occurred, Voting Securities
that are held or acquired by the following will not constitute a Change in Control: (A) the Company
or any of its Related Companies or (B) any employee benefit plan (or a trust forming a part
thereof) maintained by the Company or any of its Related Companies (the persons or entities
described in clauses (A) and (B) above will collectively be referred to
as the “Excluded Group”). For purposes of this Plan, “Beneficial Ownership” will mean
beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.



9









 





               (ii) The individuals who are members of the Company’s Incumbent Board cease, for any reason,
to constitute more than 50% of the Board. For purposes of this Plan, “Incumbent Board” will mean
the individuals who, as of the beginning of the period commencing two years prior to the
determination date, constitute the Board; provided, however, that any individual who becomes a
member of the Board subsequent to the beginning of such two-year period, whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least
two-thirds of those individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such
individual were a member of the Incumbent Board; and provided, further, however, that any such
individual whose initial assumption of office occurs as a result of or in connection with an actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board
will not be considered a member of the Incumbent Board.



               (iii) A consummation of a merger, consolidation or reorganization or similar event involving
the Company, whether in a single transaction or in a series of transactions (“Business
Combination”), unless, following such Business Combination:



                    (A) the Persons with Beneficial Ownership of the Company, immediately before such Business
Combination, have Beneficial Ownership of more than 50% percent of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors of the
corporation (or in the election of a comparable governing body of any other type of entity)
resulting from such Business Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) (the “Surviving Company”) in substantially the
same proportions as their Beneficial Ownership of the Voting Securities immediately before such
Business Combination;



                    (B) the individuals who were members of the Incumbent Board immediately prior to the execution
of the initial agreement providing for such Business Combination constitute more than 50% percent
of the members of the board of directors (or comparable governing body of a noncorporate entity) of
the Surviving Company; and



                    (C) no Person (other than a member of the Excluded Group or any Person who immediately prior
to such Business Combination had Beneficial Ownership of 30% or more of the then Voting Securities)
has Beneficial Ownership of 50% or more of the then combined voting power of the Surviving
Company’s then outstanding voting securities.



10









 





               (iv) The assignment, sale, conveyance, transfer, lease or other disposition of all or
substantially all of the assets of the Company to any Person (other than the Company, any Related
Company or an employee benefit plan (or related trust) sponsored or maintained by the Company or
any Related Company) unless, immediately following such disposition, the conditions set forth in
subsection 16(c)(iii)(A), (B) and (C) above will be satisfied with respect to the entity which
acquires such assets.



          (d) “Related Company” will mean any entity that is directly or indirectly controlled by, in
control of or under common control with the Company.




          (e) “Share Award” will mean all options, restricted common shares and such other awards
granted pursuant to the Company’s equity incentive award plans or agreements, including, but not
limited to, the Republic Property Trust 2005 Omnibus Long-Term Incentive Plan, and any common
shares issued upon exercise thereof.




* * * * *




11









 








     Executed at Herndon, Virginia, effective as of June 29, 2007.



	 	 	 	 	 
	 	Republic Property Trust

 	 
	 	By:  	
 	 
	 	 	Name:  	Gary R. Siegel 
	 	 	Title:  	

Chief Operating Officer 	 
	 
	 	Republic Property Limited  Partnership

 	 
	 	By:  	
 	 
	 	 	Name:  	Gary R. Siegel 	 
	 	 	Title:  	Chief Operating Officer 	 
	 	

Republic Property TRS

 	 
	 	By:  	
 	 
	 	 	Name:  	Gary R. Siegel 	 
	 	 	Title:  	Chief Operating Officer 	 



12









 






	 	 	 	 	 



Appendix A




Participant Acknowledgment





     I hereby acknowledge that I have received a copy of The Republic Property Trust, Republic
Property Limited Partnership and Republic Property TRS Change in Control Severance Plan (the
“Plan”) and hereby agree to the terms thereof, including, without limitation, the confidentiality
and non-solicitation covenants set forth in Section 5 of the Plan.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Employee Signature 	 
	 	Print Name: 
	 	 
	 	Date: 
	 	 
	 




 









 





Appendix B




Release

(Individual Termination)




     THIS RELEASE is made as of this day of                      ,                      , by and among Republic Property Trust,
Republic Property Limited Partnership and Republic Property TRS (collectively, the “Company”) and                      
(“Employee”).



     Certain capitalized terms used in this Release are defined in The Republic Property Trust,
Republic Property Limited Partnership and Republic Property TRS Change in Control Severance Plan
(the “Plan”), the terms of which I have previously agreed to and of which this Release is a part.
I have been offered the opportunity to receive the severance benefits described in Section 2 of the
Plan from the Company to which I otherwise would not be entitled by executing the general release
of claims set forth in this Release.



     I hereby confirm my obligations under Section 5 of the Plan.



     I hereby for myself, and my heirs, agents, executors, successors, assigns and administrators
(collectively, the “Related Parties”), intending to be legally bound, do hereby REMISE, RELEASE AND
FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, joint ventures, and its and
their officers, directors, shareholders, employees, predecessors, and partners, and its and their
respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”)
from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I
ever had, now has, or hereafter may have, or which the Related Parties may have, by reason of any
matter, cause or thing whatsoever, from the beginning of my initial dealings with the Company or
any predecessor to the date of this Release, and particularly, but without limitation of the
foregoing general terms, any claims arising from or relating in any way to my employment
relationship with Company or any predecessor, the terms and conditions of that employment
relationship, and the termination of that employment relationship, including, but not limited to,
any claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C.
ss. 621 et seq., the Older Worker’s Benefit Protection Act, 29 U.S.C. ss. 626(f)(1), Title VII of
The Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000e et seq., the Civil Rights Act of
1871, the Civil Rights Act of 1991, the Americans with Disabilities Act, 42 U.S.C. ss. 12101—12213,
the Rehabilitation Act, the Family and Medical Leave Act of 1993 (“FMLA”), 29 U.S.C. ss. 2601 et
seq., the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as
amended, the National Labor Relations Act, as amended, the Immigration Reform and Control Act, as
amended, the Worker Adjustment and Retraining Notification Act, as amended, the Occupational Safety
and Health Act of 1970, as amended, and any other claims under any federal, state or local common
law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’
fees and costs, but not including such claims to vested or accrued payments, benefits and other
rights provided to me under the Plan and any employee benefit plan of the Company in which I am a
participant.



 









 





     This Release is effective without regard to the legal nature of the claims raised and without regard to whether any such
claims are based upon tort, equity, implied or express contract or discrimination of any sort.
Except as specifically provided herein, it is expressly understood and agreed that this Release
will operate as a clear and unequivocal waiver by me of any claim for accrued or unpaid wages,
benefits or any other type of payment other than as provided under the Plan and any employee
benefit plan of the Company in which I am a participant. It is the intention of the parties to
make this Release as broad and as general as the law permits as to the claims released hereunder.



     I further agree and recognize that I have permanently and irrevocably severed my employment
relationship with the Company and that the Company has no obligation to employ me in the future.



     The parties agree and acknowledge that the Plan, and the settlement and termination of any
asserted or unasserted claims against the Releasees pursuant to the Plan, are not and will not be
construed to be an admission of any violation of any federal, state or local statute or regulation,
or of any duty owed by any of the Releasees to me.



     I certify and acknowledge as follows:



     (a) That I have read the terms of this Release, and that I understand its terms and effects,
including the fact that I have agreed to RELEASE AND FOREVER DISCHARGE all Releasees from any legal
action or other liability of any type related in any way to the matters released pursuant to this
Release other than as provided in the Plan and in this Release;



     (b) That I have signed this Release voluntarily and knowingly in exchange for the
consideration described herein, which I acknowledge is adequate and satisfactory to me and which I
acknowledge is in addition to any other benefits to which I am otherwise entitled;



     (c) That I have been and am hereby advised in writing to consult with an attorney prior to
signing this Release;



     (d) That I do not waive rights or claims that may arise after the date this Release is
executed;



     (e) That neither the Company, nor any of its trustees, managers, employees, or attorneys, has
made any representations to me concerning the terms or effects of this Release other than those
contained herein;



     (f) That I have not filed, and will not hereafter file, any claim against
the Company relating to my employment and/or cessation of employment with the Company, or otherwise
involving facts that occurred on or prior to the date that I have signed this Release, other than a
claim that the Company has failed to pay me the severance payments or benefits due under the Plan or any employee benefit plan of the Company in
which I am a participant.



2









 





     (g) That if I commence, continue, join in, or in any other manner attempt to assert any claim
released herein against the Company, or otherwise violates the terms of this Release, (i) I will
cease to have any further rights to severance payments or benefits from the Company, and (ii) I
will be required to return any severance payments or benefits made to me by the Company (together
with interest thereon); and



     (h) I acknowledge that I may later discover facts different from or in addition to those which
I know or believe to be true now, and I agree that, in such event, this Release will nevertheless
remain effective in all respects, notwithstanding such different or additional facts or the
discovery of those facts.



     This Release may not be introduced in any legal or administrative proceeding, or other similar
forum, except one concerning a breach of this Release.



     This Release and the Plan constitute the complete understanding between me and the Company
concerning the subject matter hereof. No other promises or agreements will be binding unless signed
by me and an authorized officer of the Company.



     In the event that any provision or portion of this Release will be determined to be invalid or
unenforceable for any reason, the remaining provisions or portions of this Release will be
unaffected thereby and will remain in full force and effect to the fullest extent permitted by law.



     The respective rights and obligations of the parties hereunder will survive termination of
this Release to the extent necessary for the intended preservation of such rights and obligations.



     This Release will be governed by and construed and interpreted in accordance with the laws of
the State of Delaware without reference to the principles of conflict of law.



3









 





FOR EMPLOYEES AGE 40 OR OLDER ONLY:




     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I further acknowledge that I have been advised by this writing, as required by the
ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or
after the date I execute this Release; (B) I have the right to consult with an attorney prior to
executing this Release; (C) I have 21 days to consider this Release (although I may choose to
voluntarily execute this Release earlier); (D) I have 7 days following the execution of this
Release by the parties to revoke the Release; and (E) this Release will not be effective until the
date upon which the revocation period has expired, which will be the eighth day after this Release
is executed by me.



	 	 	 	 	 
	 	[Name of Employee]

 	 
	 	
 	 
	 	 	 
	 	Date:	 	 	 



4









 






	 	 	 	 	 



Appendix C




Release

(Group Termination)





     THIS RELEASE is made as of this day of                      ,                      , by and among Republic Property Trust,
Republic Property Limited Partnership and Republic Property TRS (collectively, the “Company”) and                      
(“Employee”).



     Certain capitalized terms used in this Release are defined in The Republic Property Trust,
Republic Property Limited Partnership and Republic Property TRS Change in Control Severance Plan
(the “Plan”), the terms of which I have previously agreed to and of which this Release is a part.
I have been offered the opportunity to receive the severance benefits described in Section 2 of the
Plan from the Company to which I otherwise would not be entitled by executing the general release
of claims set forth in this Release.



     I hereby confirm my obligations under Section 5 of the Plan.



     I hereby for myself, and my heirs, agents, executors, successors, assigns and administrators
(collectively, the “Related Parties”), intending to be legally bound, do hereby REMISE, RELEASE AND
FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, joint ventures, and its and
their officers, directors, shareholders, employees, predecessors, and partners, and its and their
respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”)
from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I
ever had, now has, or hereafter may have, or which the Related Parties may have, by reason of any
matter, cause or thing whatsoever, from the beginning of my initial dealings with the Company or
any predecessor to the date of this Release, and particularly, but without limitation of the
foregoing general terms, any claims arising from or relating in any way to my employment
relationship with Company or any predecessor, the terms and conditions of that employment
relationship, and the termination of that employment relationship, including, but not limited to,
any claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C.
ss. 621 et seq., the Older Worker’s Benefit Protection Act, 29 U.S.C. ss. 626(f)(1), Title VII of
The Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000e et seq., the Civil Rights Act of
1871, the Civil Rights Act of 1991, the Americans with Disabilities Act, 42 U.S.C. ss. 12101—12213,
the Rehabilitation Act, the Family and Medical Leave Act of 1993 (“FMLA”), 29 U.S.C. ss. 2601 et
seq., the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as
amended, the National Labor Relations Act, as amended, the Immigration Reform and Control Act, as
amended, the Worker Adjustment and Retraining Notification Act, as amended, the Occupational Safety
and Health Act of 1970, as amended, and any other claims under any federal, state or local common
law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’
fees and costs, but not including such claims to vested or accrued payments, benefits and other
rights provided to me under the Plan and any employee benefit plan of the Company in which I am a
participant.



 









 





     This Release is effective without regard to the legal nature of the claims raised and without regard to whether any such
claims are based upon tort, equity, implied or express contract or discrimination of any sort.
Except as specifically provided herein, it is expressly understood and agreed that this Release
will operate as a clear and unequivocal waiver by me of any claim for accrued or unpaid wages,
benefits or any other type of payment other than as provided under the Plan and any employee
benefit plan of the Company in which I am a participant. It is the intention of the parties to
make this Release as broad and as general as the law permits as to the claims released hereunder.



     I further agree and recognize that I have permanently and irrevocably severed my employment
relationship with the Company and that the Company has no obligation to employ me in the future.



     The parties agree and acknowledge that the Plan, and the settlement and termination of any
asserted or unasserted claims against the Releasees pursuant to the Plan, are not and will not be
construed to be an admission of any violation of any federal, state or local statute or regulation,
or of any duty owed by any of the Releasees to me.



     The attachment to this Release includes a listing of the ages and job titles of all employees
of the Company who are eligible to receive the severance benefits described in the Plan by signing
a Release constituting a general release of all claims.



     I certify and acknowledge as follows:



     (a) That I have read the terms of this Release, and that I understand its terms and effects,
including the fact that I have agreed to RELEASE AND FOREVER DISCHARGE all Releasees from any legal
action or other liability of any type related in any way to the matters released pursuant to this
Release other than as provided in the Plan and in this Release;



     (b) That I have signed this Release voluntarily and knowingly in exchange for the
consideration described herein, which I acknowledge is adequate and satisfactory to me and which I
acknowledge is in addition to any other benefits to which I am otherwise entitled;



     (c) That I have been and am hereby advised in writing to consult with an attorney prior to
signing this Release;



     (d) That I do not waive rights or claims that may arise after the date this Release is
executed;



     (e) That neither the Company, nor any of its trustees, managers, employees, or attorneys, has
made any representations to me concerning the terms or effects of this Release other than those
contained herein;



2









 





     (f) That I have not filed, and will not hereafter file, any claim against
the Company relating to my employment and/or cessation of employment with the Company, or otherwise
involving facts that occurred on or prior to the date that I have signed this Release, other than a
claim that the Company has failed to pay me the severance payments or benefits due under the Plan
or any employee benefit plan of the Company in which I am a participant.



     (g) That if I commence, continue, join in, or in any other manner attempt to assert any claim
released herein against the Company, or otherwise violates the terms of this Release, (i) I will
cease to have any further rights to severance payments or benefits from the Company, and (ii) I
will be required to return any severance payments or benefits made to me by the Company (together
with interest thereon); and



     (h) I acknowledge that I may later discover facts different from or in addition to those which
I know or believe to be true now, and I agree that, in such event, this Release will nevertheless
remain effective in all respects, notwithstanding such different or additional facts or the
discovery of those facts.



     This Release may not be introduced in any legal or administrative proceeding, or other similar
forum, except one concerning a breach of this Release.



     This Release and the Plan constitute the complete understanding between me and the Company
concerning the subject matter hereof. No other promises or agreements will be binding unless signed
by me and an authorized officer of the Company.



     In the event that any provision or portion of this Release will be determined to be invalid or
unenforceable for any reason, the remaining provisions or portions of this Release will be
unaffected thereby and will remain in full force and effect to the fullest extent permitted by law.



     The respective rights and obligations of the parties hereunder will survive termination of
this Release to the extent necessary for the intended preservation of such rights and obligations.



     This Release will be governed by and construed and interpreted in accordance with the laws of
the State of Delaware without reference to the principles of conflict of law.



3









 





FOR EMPLOYEES AGE 40 OR OLDER ONLY:




     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I further acknowledge that I have been advised by this writing, as required by the
ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or
after the date I execute this Release; (B) I have the right to consult with an attorney prior to
executing this Release; (C) I have 45 days to consider this Release (although I may choose to
voluntarily execute this Release earlier); (D) I have 7 days following the execution of this
Release by the parties to revoke the Release; (E) this Release will not be effective until the date
upon which the revocation period has expired, which will be the eighth day after this Release is
executed by me; and (F) I have received with this Release a detailed list of the job titles and
ages of all employees who were terminated in this group termination and the ages of all employees
of the Company in the same job classification or organizational unit who were not terminated.



	 	 	 	 	 
	 	[Name of Employee]

 	 
	 	
 	 
	 	 	 
	 	Date:	 	 	 



4









 






	 	 	 	 	 



Attachment to Release





     The following information is provided to comply with the Older Workers Benefit Protection Act.
Capitalized terms used herein but not defined will have the meanings given them in the General
Release to which this Attachment is attached. Attached are the ages of all employees of Republic
Property Trust, Republic Property Limited Partnership and Republic Property TRS (collectively, the
“Company”) who are eligible to receive the severance benefits described in The Republic Property
Trust, Republic Property Limited Partnership and Republic Property TRS Change in Control Severance
Plan (the “Plan”) by signing a Release constituting a general release of all claims:




	 	(1)	 	The decisional unit is the Company.
	 
	 	(2)	 	The attachment includes a listing of the ages and job titles of all
employees of the Company who are eligible to receive the severance benefits
described in the Plan by signing a Release constituting a general release of
all claims.




5









 











JOB CLASSIFICATION AND AGE OF EMPLOYEES

ELIGIBLE FOR SEVERANCE BENEFITS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Age of Those Not Selected for 	 
	 	Job Title 	 	 	Selected Persons by Age 	 	 	Termination 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 





 









 






Appendix D




Detailed Claims Procedures




      1. Claims Procedure.




          (a) Initial Claims. All claims will be presented to the Plan Administrator in writing.
Within 90 days after receiving a claim, a claims official appointed by the Plan Administrator will
consider the claim and issue his or her determination thereon in writing. The claims official may
extend the determination period for up to an additional 90 days by giving the Claimant written
notice. The initial claim determination period can be extended further with the consent of the
Claimant. Any claims that the Claimant does not pursue in good faith through the initial claims
stage will be treated as having been irrevocably waived.




          (b) Claims Decisions. If the claim is granted, the benefits or relief the Claimant seeks will
be provided. If the claim is wholly or partially denied, the claims official will, within 90 days
(or a longer period, as described above), provide the Claimant with written notice of the denial,
setting forth, in a manner calculated to be understood by the Claimant: (i) the specific reason or
reasons for the denial; (ii) specific references to the provisions on which the denial is based;
(iii) a description of any additional material or information necessary for the Claimant to perfect
the claim, together with an explanation of why the material or information is necessary; and (iv)
appropriate information as to the steps to be taken if the claimant wishes to submit his or her
claim for review, including the time limits applicable to such procedures, and a statement of the
claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse
decision upon review. If the Claimant can establish that the claims official has failed to respond
to the claim in a timely manner, the Claimant may treat the claim as having been denied by the
claims official.




          (c) Appeals of Denied Claims. Each Claimant will have the opportunity to appeal the claims
official’s denial of a claim in writing to an appeals official appointed by the Plan Administrator
(which may be a person, committee, or other entity). A Claimant must appeal a denied claim within
60 days after receipt of written notice of denial of the claim, or within 60 days after it was due
if the Claimant did not receive it by its due date. The Claimant (or his or her duly authorized
representative) may review pertinent documents in connection with the appeals proceeding and may
present issues, comments and documents in writing relating to the claim. The review will take into
account all comments, documents, records and other information submitted by the Claimant relating
to the claim, without regard to whether such information was submitted or considered in the initial
benefit claim determination. Any claims that the Claimant does not pursue in good faith through the
appeals stage, such as by failing to file a timely appeal request, will be treated as having been
irrevocably waived.




 









 








     (d) Appeals Decisions. The decision by the appeals official will be made not later than 60
days after the written appeal is received by the Plan Administrator, unless special circumstances
require an extension of time, in which case a decision will be rendered as soon as
possible, but not later than 120 days after the appeal was filed, unless the Claimant agrees
to a further extension of time. The appeal decision will be in writing, will be set forth in a
manner calculated to be understood by the Claimant, and will include specific reasons for the
decision, specific references to the provisions on which the decision is based, if applicable, a
statement that the claimant is entitled to receive upon request and free of charge reasonable
access to and copies of all documents, records and other information relevant to the claimant’s
claim for benefits, as well as a statement of the claimant’s right to bring an action under Section
502(a) of ERISA. If a Claimant does not receive the appeal decision by the date it is due, the
Claimant may deem his or her appeal to have been denied.



     (e) Procedures. The Plan Administrator will adopt procedures by which initial claims will be
considered and appeals will be resolved; different procedures may be established for different
claims. All procedures will be designed to afford a Claimant full and fair consideration of his or
her claim.



2









 





Appendix E




Additional Information




Rights under ERISA




     As a participant in the Plan, you are entitled to certain rights and protections under ERISA.
ERISA provides that all Plan participants will be entitled to:



Receive Information About Your Plan and Benefits




     1. Examine, without charge, at the Plan Administrator’s office and at certain Company offices,
all Plan documents including collective bargaining agreements, if any, and copies of all documents
filed by the Plan with the U.S. Department of Labor, and available at the Public Disclosure Room of
the Pension and Welfare Benefit Administration, such as annual reports and Plan descriptions.



     2. Obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan, including collective bargaining agreements and copies of the latest annual
report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a
reasonable charge for the copies.



     3. Obtain upon written request to the Plan Administrator information as to whether a
particular employer or employer organization is a sponsor of the Plan and the address of any
employer or employer organization that is a plan sponsor. Your beneficiaries also have a right to
obtain this information upon written request to the Plan Administrator.



     4. Receive a summary of the Plan’s annual financial report. The Plan Administrator is
required by law to furnish each participant with a copy of this summary annual report.



     5. Receive a written explanation of why a claim for benefits has been denied, in whole or in
part, and a review and reconsideration of the claim.



     6. Continue health care coverage for yourself, spouse or dependent if there is a loss of
coverage as a result of a qualifying event. You or your dependents may have to pay for such
coverage. Review this Plan and summary plan description on the rules governing your COBRA
continuation coverage rights.



Prudent Actions by Plan Fiduciaries




     In addition to creating rights for Plan participants, ERISA imposes duties upon the people who
are responsible for the operation of the employee benefit plan. The people who operate your Plan,
called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries. No one, including the Company, your union, or any other
person, may fire you or otherwise discriminate against you in any way to prevent your from
obtaining a welfare benefit or exercising your right under ERISA. However, this rule neither
guarantees continued employment, nor affects the Company’s right to terminate your employment for
other reasons.



 









 





Enforce Your Rights




     If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a
right to know why this was done, to obtain copies of documents relating to the decision without
charge, and to appeal any denial, all within certain time schedules.



     Under ERISA, there are steps you can take to enforce the above rights. For instance, if you
request a copy of plan documents or the latest annual report from the Plan and do not receive them
within thirty (30) days, you may file suit in a Federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay you up to $110 a day until you
receive the materials, unless the materials were not sent because of reasons beyond the control of
the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or
in part, you may file suit in a state or Federal court. In addition, if you disagree with the
Plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a
medical child support order, you may file suit in Federal court. If it should happen that Plan
fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights,
you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.
The court will decide who should pay court costs and legal fees. If you are successful, the court
may order the person you have sued to pay these costs and fees. If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is frivolous.



Assistance with Your Questions




     If you have any questions about your Plan, you should contact the Plan Administrator. If you
should have any questions about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Plan Administrator, you should contact the nearest
office of the Pension and Welfare Benefits Administration, U. S. Department of Labor, listed in
your telephone directory or the Division of Technical Assistance and Inquires, Pension and Welfare
Benefits Administration, U. S. Department of Labor, 200 Constitution Avenue N. W., Washington, D.
C. 20210. You may also obtain certain publications about your rights and responsibilities under
ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.



2









 





Administrative Information




	 	 	 
	 
	 	 
	Name of Plan:

	 	The Republic Property Trust, Republic Property
Limited Partnership and Republic Property TRS
Change in Control Severance Plan
	 
	 	 
	Plan Administrator:

	 	Compensation Committee of the
	 

	 	Board of Trustees of Republic Property Trust
	 

	 	13861 Sunrise Valley Drive, Suite 410
	 

	 	Herndon, VA 20171
	 

	 	Tel: 703-880-2900
	 

	 	Fax: 703-880-2901
	 
	 	 
	Type of Administration:

	 	Self-Administered
	 
	 	 
	Type of Plan:

	 	Severance Pay Employee Welfare Benefit Plan
	 
	 	 
	Employer Identification
Number:

	 	20-3241867
	 
	 	 
	Direct Questions 

Regarding the Plan to:

	 	General Counsel

Republic Property Trust
	 

	 	13861 Sunrise Valley Drive, Suite 410
	 

	 	Herndon, VA 20171
	 

	 	Tel: 703-880-2900
	 

	 	Fax: 703-880-2901
	 
	 	 
	Agent for Service of
Legal Process:

	 	General Counsel

Republic Property Trust
	 

	 	13861 Sunrise Valley Drive, Suite 410
	 

	 	Herndon, VA 20171
	 

	 	Tel: 703-880-2900
	 

	 	Fax: 703-880-2901
	 
	 

	 	Service of Legal Process may also be made upon
the Plan 

Administered 	 	 
	 	 
	 
	Plan Year:

	 	Calendar Year
	 
	 	 
	Plan Number:

	 	502