**Exhibit10.7**

 

[TRAMMELL CROW COMPANY LETTERHEAD]

 

 

April 6, 2004

 

 

John A. Stirek

[XXXXXXXXXX]

[XXXXXXXXXX]

 

Re:                               Amendment to EmploymentAgreement

 

Dear John:

 

As you know, you and Trammell Crow Company(the “Company”, or “we”, or “us”) are parties to that certain employment letteragreement, dated as of March 2, 2004 (the “EmploymentAgreement”), which set forth the terms of your employment withus.  We and you now wish to amend andsupplement the Employment Agreement in certain respects as set forth in thisletter agreement (this “Amendment”).  We and you both acknowledge and agree thatthis Amendment is being made for good and valuable consideration, the receiptand sufficiency of which are also acknowledged.  Each capitalized term used in this Amendment and not otherwisedefined herein will have the meaning given such term in the EmploymentAgreement.

 

1.                                       **Amendment****.**  Section 3(d) of the EmploymentAgreement is hereby amended and restated to read in its entirety as follows:

 

(d)                                 Resignationby You.  You may terminate youremployment hereunder at any time (i) subject to Section 6(a), forGood Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary ofsuch Change in Control, “Good Reason” means (A) any material diminution(considering all previous diminutions during the Employment Period in theaggregate, including all previous diminutions during the Employment Periodwhich are not material when considered separately) in your position, authority,powers, functions, duties or responsibilities; provided, however, that GoodReason may not be asserted by you under this clause (A) after a Non-RenewalNotice has been given; (B) the relocation or transfer of your principaloffice to a location more than 50 miles from your regular work address as ofthe date hereof without your consent; **(C) any reduction in your Annual Base Salary to anamount that is less than 90% of the highest Annual Base Salary in effect foryou during the Employment Period;******(D) any reduction in your Annual Bonus Target from yourAnnual Bonus Target for the calendar year 2003; (E) the receipt by you ofAwards (excluding Non-Performance Awards) in any calendar year that differ (asto number, terms or type of Awards), in a manner adverse to you, from the Awards(excluding Non-Performance Awards) received by you in calendar year 2002,unless either (1) such adverse differences are in the same manner and to the

 

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same proportional extent as the average(mean) changes made to the Awards (excluding Non-Performance Awards) receivedby all other members of the Executive Officer Committee (excluding the ChiefExecutive Officer of the Company) in such calendar year (for purposes of thisclause (1), any member of the Executive Officer Committee in such calendar yearwho was not a member of the Executive Officer Committee in calendar year 2002shall be deemed to have received an Award of 57,500 stock options in calendaryear 2002) or (2) such adverse differences are directly related to the Board’sgood faith assessment of your relative contribution to the Company or yourrelative performance as compared to other members of the Executive OfficerCommittee (excluding the Chief Executive Officer of the Company); provided,however, that in the case of adverse differences pursuant to clause (2), thereceipt by you of a number of any type of Award in such calendar year that isless than one-half of the Final Average Number of Awards of such type for suchcalendar year shall constitute Good Reason; or (F) any failure by the Companyto comply with any of the provisions of Section 2(b) which failureis not contemplated previously within this definition, excluding in all suchcases any isolated, insubstantial and inadvertent failure not occurring in badfaith and which is remedied by the Company promptly after receipt of noticethereof given by you.  Upon or after aChange in Control but prior to the second anniversary of such Change inControl, “Good Reason” means (A) any material diminution(considering all previous diminutions during the Employment Period in theaggregate, including all previous diminutions during the Employment Periodwhich are not material when considered separately) in your position authority,powers, functions, duties or responsibilities in effect immediately prior tothe Change in Control (subject to the same exclusions as provided above priorto a Change in Control and following the second anniversary of such Change inControl); (B) any reduction in your Annual Base Salary;(C) (i) any reduction in your Annual Bonus Target from your AnnualBonus Target for the calendar year 2003 or (ii) the awarding to you of anAnnual Bonus that is less in amount than the Annual Bonus awarded to you forthe calendar year immediately preceding the year during which the Change inControl occurs; (D) the receipt by you of Awards (excludingNon-Performance Awards) in any calendar year that differ (as to number, termsor type of Awards), in a manner adverse to you, from the Awards (excludingNon-Performance Awards) received by you in calendar year 2002, unless either(1) such adverse differences are in the same manner and to the sameproportional extent as the average (mean) changes made to the Awards (excludingNon-Performance Awards) received by all other members of the Executive OfficerCommittee (excluding the Chief Executive Officer of the Company) in suchcalendar year (for purposes of this clause (1), any member of the ExecutiveOfficer Committee in such calendar year who was not a member of the ExecutiveOfficer Committee in calendar year 2002 shall be deemed to have received anAward of 57,500 stock options in calendar year 2002) or (2) such adversedifferences are directly related to the Board’s good faith assessment of yourrelative contribution to the Company or your relative performance as comparedto other members of the Executive Officer Committee(excluding the Chief Executive Officer of theCompany); provided, however, that in the case of adverse differences pursuantto clause (2), the receipt by you of a number of any type of Award in suchcalendar year that is less than one-half of

 

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the Final Average Number of Awards of suchtype for such calendar year shall constitute Good Reason; or (E) anyfailure by the Company to comply with any of the provisions of Section 2(b)which failure is not contemplated previously within this definition; or(F) the relocation or transfer of your principal office to a location morethan 50 miles from your regular work address as of the date hereof without yourconsent, excluding in all such cases any isolated, insubstantial andinadvertent failure not occurring in bad faith and which is remedied by theCompany promptly after receipt of notice thereof given by you.  As used in this Agreement:

 

(i)                                     “AnnualBonus Target” means the percentage of your Annual Base Salary that isauthorized to be awarded to you as an Annual Bonus if certain performancecriteria are met.

 

(ii)                                  “Final Average Number of Awards” means, forany calendar year and for each type of Award granted during such year, thequotient (rounded up to the nearest whole number) equal to the aggregate numberof Awards of such type (excluding Non-Performance Awards) received by allmembers of the Adjusted EOC Group in such calendar year, divided by the numberof members of the Adjusted EOC Group in such calendar year.

 

(iii)                               “Adjusted EOC Group” means, for any calendaryear and for each type of Award granted during such year, the members of theExecutive Officer Committee who are eligible to receive Awards of such type(excluding members of the Executive Officer Committee who receiveNon-Performance Awards) in such calendar year, excluding the Chief ExecutiveOfficer of the Company and each Outlier Award Recipient in such calendar year;provided, however, that if more than 50% of the members of the ExecutiveOfficer Committee for any calendar year are determined to be Outlier AwardRecipients in such calendar year, then, notwithstanding the foregoing, allmembers of the Executive Officer Committee (excluding the Chief ExecutiveOfficer of the Company) who are eligible to receive Awards of such type(excluding members of the Executive Officer Committee who receiveNon-Performance Awards) in such calendar year shall be included in the AdjustedEOC Group for such calendar year with respect to such type.

 

(iv)                              “Non-PerformanceAwards” means, for any calendar year and for each type of Award grantedduring such year, Awards of such type received by members of the ExecutiveOfficer Committee that are granted to such members primarily in recognition ofpromotions (as to position, authority, powers, functions, duties orresponsibilities) or in recognition of becoming a member of the ExecutiveOfficer Committee.

 

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(v)                                 “OutlierAward Recipient” means, for any calendar year and for each type of Awardgranted during such year, each member of the Executive Officer Committee(excluding the Chief Executive Officer of the Company) who is eligible to receiveAwards of such type (excluding any member of the Executive Officer Committeewho receives Non-Performance Awards) in such calendar year and who receives anumber of Awards of such type (excluding Non-Performance Awards) in suchcalendar year that is (i) 150% or more of the Preliminary Average Number ofAwards or (ii) 66 2/3% or less of the Preliminary Average Number of Awards.

 

(vi)                              “Preliminary Average Number of Awards” means,for any calendar year and for each type of Award granted during such year, thequotient (rounded up to the nearest whole number) equal to the aggregate numberof Awards of such type (excluding Non-Performance Awards) received by allmembers of the Executive Officer Committee (excluding the Chief ExecutiveOfficer of the Company) in such calendar year, divided by the number of membersof the Executive Officer Committee (excluding the Chief Executive Officer ofthe Company) who are eligible to receive Awards of such type (excluding membersof the Executive Officer Committee who receive Non-Performance Awards) in suchcalendar year.

 

(vii)                           Thephrase “number of Awards” refers to the underlying number of shares of capitalstock of the Company to which the applicable Award relates.

 

**2.****                                      ****Agreement Not toTerminate****.****  We agree that, notwithstanding any provisionto the contrary contained in the Employment Agreement or this Amendment, weshall not have the right to terminate your employment, other than for Cause,for a period of time commencing on the date of this Amendment and ending on the180th day following the date of this Amendment.  During this 180-day period, we will (a) disclose to you, or placeyou in a position to have access to or develop, Confidential Information, (b)place you in a position to develop business goodwill on behalf of the Company,and/or (c) disclose or entrust business opportunities of the Company to you.**

 

3.                                       **EmploymentAgreement Otherwise Unchanged****.**  Except as specifically amended or supplemented in this Amendment,the Employment Agreement will continue in full force and effect in accordancewith its terms.

 

4.                                       **Counterparts****.**  This Amendment may be executed (including byfacsimile transmission) in any number of counterparts.

 

5.                                       **Governing Law****.**  THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCETO PRINCIPLES OF CONFLICT OF LAWS OF TEXAS OR ANY

 

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OTHERJURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF THE UNITED STATES.

 

[SIGNATURE PAGE FOLLOWS]

 

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By signing and countersigning this Amendmentin the appropriate space set forth below, we and you have agreed to be bound bythe terms and conditions set forth herein, effective as of the date firstwritten above.

 
|                                   | Sincerely,                 |
|----------------------------------------|----------------------------|
|                                   |                       |
|                                   | **TRAMMELL CROW COMPANY**, |
|                                   | a Delaware corporation     |
|                                   |                       |
|                                   |                       |
|                                   | By:                        | /s/ ROBERT E. SULENTIC |
|                                   | Name:                      | Robert E. Sulentic |
|                                   | Title:                     | Chairman of the Board and  Chief Executive  Officer |
|                                   |                       |
|                                   | Address:                   | Trammell Crow Company |
|                                   |                       | 2001 Ross Avenue, Suite 3400 |
|                                   |                       | Dallas, Texas  75201 |
|                                   |                       | Attention:  General Counsel |
|                                   |                       | Telephone:  (214) 863-3000 |
|                                   |                       | Fax:  (214) 863-3125 |
|                                   |                       |
|                                   |                       |
| ACKNOWLEDGED AND AGREED BY  EXECUTIVE: |                       |
|                                   |                       |
| /s/ JOHN A. STIREK                     |                       |   |
| Name:  John A. Stirek             |                       |
|                                   |                       |
| Address:                               | [XXXXXXXXXX]               |   |
|                                   | [XXXXXXXXXX]               |   |
|                                   | Telephone: [XXXXXXXXXX]    |   |
|                                   | Fax: [XXXXXXXXXX]          |   |
|                                        |                            |  |  |  |  |

 

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