**Exhibit10.1.1**

 

[TRAMMELL CROW COMPANY LETTERHEAD]

 

April 6, 2004

 

William F. Concannon

[XXXXXXXXXX]

[XXXXXXXXXX]

 

Re:          Amendment toEmployment Agreement

 

Dear Bill:

 

As you know, you and Trammell Crow Company (the “Company”, or “we”, or“us”) are parties to that certain employment letter agreement, dated as ofNovember 24, 2003 (the “Employment Agreement”),which set forth the terms of your employment with us.  We and you now wish to amend and supplement the EmploymentAgreement in certain respects as set forth in this letter agreement (this “Amendment”). We and you both acknowledge and agree that this Amendment is being madefor good and valuable consideration, the receipt and sufficiency of which arealso acknowledged.  Each capitalizedterm used in this Amendment and not otherwise defined herein will have themeaning given such term in the Employment Agreement.

 

**1.****            ****Amendment****.**

 

(a)           Section 3(d) of theEmployment Agreement is hereby amended and restated to read in its entirety asfollows:

 

(d)           Resignationby You.  You may terminate youremployment hereunder at any time (i) subject to Section 6(a), for GoodReason 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, including your removal from theExecutive Officer Committee; provided, however, that Good Reason may not beasserted by you under this clause (A) after a Non-Renewal Notice has been givenor on the basis that your term as a director of the Company expired and youwere not nominated for election to the Board in 2006 or at any time thereafter;(B) 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; **(C) any reductionin your Annual Base Salary;**(D) any reduction in your Annual Bonus Target from your Annual

 

----

 

Bonus Target for the calendar year 2003; (E)the receipt by you of Awards excluding Non-Performance Awards) in any calendaryear that differ (as to number, terms or type of Awards), in a manner adverseto you, from the Awards (excluding Non-Performance Awards) received by you incalendar year 2002, unless either (1) such adverse differences are in the samemanner and to the same proportional extent as the average (mean) changes madeto the Awards (excluding Non-Performance Awards) received by all other membersof the Executive Officer Committee (excluding the Chief Executive Officer ofthe Company) in such calendar year **(for purposes of this clause (1), any member of theExecutive Officer Committee in such calendar year who was not a member of theExecutive Officer Committee in calendar year 2002 shall be deemed to havereceived an Award of 57,500 stock options in calendar year 2002)**or (2) such adverse differences are directly related to the Board’s good faithassessment of your relative contribution to the Company or your relativeperformance as compared to other members of the Executive Officer Committee (excludingthe Chief Executive Officer of the Company); provided, however, that in thecase of adverse differences pursuant to clause (2), the receipt by you of anumber of any type of Award in such calendar year that is less than one-half ofthe Final Average Number of Awards of such type for such calendar year shallconstitute Good Reason; or (F) any failure by the Company to comply with any ofthe provisions of Section 2(b) which failure is not contemplatedpreviously within this definition, excluding in all such cases any isolated,insubstantial and inadvertent failure not occurring in bad faith and which isremedied by the Company promptly after receipt of notice thereof given byyou.  Upon or after a Change in Controlbut prior to the second anniversary of such Change in Control, “Good Reason”means (A) any material diminution (considering all previous diminutionsduring the Employment Period in the aggregate, including all previousdiminutions during the Employment Period which are not material when consideredseparately) in your position authority, powers, functions, duties orresponsibilities in effect immediately prior to the Change in Control,including your removal from the Executive Officer Committee (subject to thesame exclusions as provided above prior to a Change in Control and followingthe second anniversary of such Change in Control); (B) any reduction inyour Annual Base Salary; (C) (i) any reduction in your Annual BonusTarget from your Annual Bonus Target for the calendar year 2003 or (ii) theawarding to you of an Annual Bonus that is less in amount than the Annual Bonusawarded to you for the calendar year immediately preceding the year duringwhich the Change in Control occurs; (D) the receipt by you of Awards(excluding Non-Performance Awards) in any calendar year that differ (as tonumber, terms or type of Awards), in a manner adverse to you, from the Awardsreceived (excluding Non-Performance Awards) by you in calendar year 2002,unless either (1) such adverse differences are in the same manner and to thesame proportional extent as the average (mean) changes made to the Awards(excluding Non-Performance

 

2

----

 

Awards) received by all other members of theExecutive Officer Committee (excluding the Chief Executive Officer of theCompany) in such calendar year (for purposes of this clause (1), any member ofthe Executive Officer Committee in such calendar year who was not a member ofthe Executive Officer Committee in calendar year 2002 shall be deemed to havereceived an Award of 57,500 stock options in calendar year 2002) or (2) suchadverse differences are directly related to the Board’s good faith assessmentof your relative contribution to the Company or your relative performance as comparedto other members of the Executive Officer Committee (excluding the ChiefExecutive 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 (E) any failure by theCompany to comply with any of the provisions of Section 2(b) whichfailure is not contemplated previously within this definition; or (F) therelocation or transfer of your principal office to a location more than 50miles 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 Executive OfficerCommittee for any

 

3

----

 

calendar year aredetermined to be Outlier Award Recipients in such calendar year, then,notwithstanding the foregoing, all members of the Executive Officer Committee(excluding the Chief Executive Officer of the Company) who are eligible toreceive Awards of such type (excluding members of the Executive OfficerCommittee who receive Non-Performance Awards) in such calendar year shall beincluded in the Adjusted EOC Group for such calendar year with respect to suchtype.

 

(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.

 

(v)           “Outlier Award Recipient”means, for any calendar year and for each type of Award granted during suchyear, each member of the Executive Officer Committee (excludingthe Chief Executive Officer of the Company) who is eligible to receive Awardsof such type (excluding any member of the Executive Officer Committee whoreceives 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.

 

4

----

 

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

 

(b)           Section 7(a) of theEmployment Agreement is hereby amended and restated to read in its entirety asfollows:

 

(a)            You acknowledgethat the Company has trade, business and financial secrets and otherconfidential and proprietary information regarding the Company and itsbusiness, in whatever form, tangible or intangible (collectively, the “ConfidentialInformation”), and that during the course of your employment with theCompany you have received, will receive or will contribute to the ConfidentialInformation.  Confidential Informationincludes, to the extent confidential and proprietary to the Company, salesmaterials, technical information, processes and compilations of information,records, specifications and information concerning customers, prospectivecustomers or vendors, customer and prospective customer lists, and information regardingmethods of doing business.  However,Confidential Information does not include your general knowledge of andexperience in the real estate business or your personal and professionalrelationships and it does not include information that (i) is obtained by youfrom a source other than the Company or its affiliates who is not under a dutyof non-disclosure to the Company or such affiliate or (ii) is in the publicdomain or is or becomes generally available to the public other than throughdisclosure by you in violation of the provisions of this Agreement.

 

**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.**             **Employment Agreement Otherwise Unchanged****.**  Except as specifically amended orsupplemented in this Amendment, the Employment Agreement will continue in fullforce and effect in accordance with 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 OTHER JURISDICTION, AND,WHERE APPLICABLE, THE LAWS OF THE UNITED STATES.

 

5

----

 

[SIGNATUREPAGE FOLLOWS]

 

6

----

 

By signing and countersigning this Amendment in the appropriate spaceset forth below, we and you have agreed to be bound by the terms and conditionsset forth herein, effective as of the date first written above.

 
|                                  | Sincerely,                 |
|---------------------------------------|----------------------------|
|                                  |                       |
|                                  | **TRAMMELL CROW COMPANY**, |
|                                  | a Delaware corporation     |
|                                  |                       |
|                                  | By:                        | /s/ ROBERT E. SULENTIC |
|                                  | Name:                      | Robert E. Sulentic |
|                                  | Title:                     | President 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/ WILLIAM F. CONCANNON              |                       |   |
| Name:   William F. Concannon     |                       |
|                                  |                       |
|                                  |                       |
| Address:                              | [XXXXXXXXXX]               |   |
|                                  | [XXXXXXXXXX]               |   |
|                                  | Telephone:                 |   |   |   |
|                                  | Fax:                       |   |   |   |
|                                       |                            |  |  |  |  |  |  |  |

 

7

----