**Exhibit10.1**

 

[TRAMMELL CROW COMPANY LETTERHEAD]

 

November 24,2003

 

William F.Concannon

[XXXXXXXXXX]

[XXXXXXXXXX]

 

Re:          Employment Agreement

 

Dear Bill:

 

We are pleased to presentyou with this employment letter agreement (“Agreement”) which sets forth theterms upon which you will continue to be employed by Trammell Crow Company (the“Company”, or “we”, or “us”).

 

**1.             **Employment Period****.  Subject to the terms and provisions of thisAgreement, we agree to continue to employ you, and you agree to continue to beemployed by us, for a period (the “Employment Period”) commencingeffective as of November 24, 2003 and expiring March 31, 2006; provided,that on March 31, 2006 and on each subsequent March 31, this Agreement willautomatically be extended for one additional year unless, during the four****month period beginning June 1 and endingOctober 1 immediately prior to the next scheduled extension, you or wewill have given written notice (a “Non-Renewal Notice”) that theEmployment Period will not be extended (a “Non-Renewal”).

 

**2.             **Employment Terms and Conditions****.

 

(a)           Position and Duties; Extent of Services; Location.  During the Employment Period, you will serveas Vice Chairman of the Company and from time to time will serve in such otherpositions as the Board of Directors of the Company (the “Board”) mayfrom time to time determine.  In sodoing, you will, under the general oversight and supervision of the Company’sChief Executive Officer, (i) serve on the Executive Officer Committee (asdefined herein), (ii) serve as a senior strategist and spokesman for theCompany in connection with the Company’s operations in the outsourcingindustry, (iii) assist in the development of business for the Company,especially in the outsourcing industry, (iv) assist in high-level specialCompany projects assigned to you by, and under the general supervision of, theCompany’s Chief Executive Officer**,****and**(v) have such other powers and duties (including holding officer positions withone or more Subsidiaries of the Company) as may be assigned from time to timeby the Chief Executive Officer of the Company. During the Employment Period, you will devote your full business time,energy, and best efforts to the business and affairs of the Company.  You agree not to engage, directly orindirectly, in any other business, investment, or activity that interferes withyour performance of your duties under this

 

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Agreement, iscontrary to the interests of the Company or requires any portion of yourbusiness time, provided, however, that (A) you may serve on the board ofdirectors (or similar governing body) of one public company other than theCompany if the Board has provided prior approval for such service and (B)unless it would unreasonably interfere with your performance of your duties tothe Company, you may serve on the board of directors (or similar governingbody) of no more than **one**other organization that does not directly or indirectly conduct a **Competing Business (asdefined herein)****,**in each case which boards shall be in addition to the boards of directors (orsimilar governing bodies) on which you serve at the request of theCompany.  The Board is aware that youcurrently serve as a director of Charles River Associates Incorporated and also,at our request and direction, as a director of Savills PLC, both of whichpreviously have been approved by the Board and may be continued notwithstandingthe limitation contained in clause (A) of the immediately preceding sentence.The location of your principal work office will be Dallas, Texas.  “Subsidiary”means any entity 50% or more of the voting securities of which are owned,directly or indirectly, by the Company.

 

(b)           Compensation.  During the Employment Period, you will receive an annual basesalary of $310,000 (“Annual Base Salary”), payable in accordance withthe customary payroll practices of the Company for executive officers.  The Board, in its sole discretion, may atany time increase the amount of the Annual Base Salary as it may deem appropriate.  The term “Annual Base Salary” willrefer to the Annual Base Salary as it may be so increased from time totime.  In addition, during theEmployment Period, you will (i) be eligible to receive an annual bonuspayment of up to 175% of your Annual Base Salary for the applicable year (suchdollar amount for the applicable year, the “Annual Bonus Target”),subject to any terms or conditions as may be established by the Board or itsCompensation Committee, provided, that you will be provided an individual“annual incentive plan” for each year and any performance criteria included insuch plan must be reasonably achievable (the satisfaction of such terms andconditions to be determined by the Board or its Compensation Committee in itssole good faith discretion) (each an “Annual Bonus”); (ii) be entitledto participate in all incentive, savings, stock option, profit sharing andretirement plans, practices, policies and programs applicable generally toother executives of the Company (“Investment Plans”), subject to all ofthe terms and conditions of such Investment Plans; and (iii) be eligible toparticipate in all health, life and disability insurance policies, all deathand disability plans, practices, policies and programs and all other welfarebenefit plans, practices, policies and programs which are in each such caseapplicable generally to other executives of the Company (“Welfare Plans”),subject to all of the terms and conditions of such Welfare Plans.  Subject to Sections 4 and 5, anyAnnual Bonus awarded to you by the Board or the Compensation Committee of theBoard for any calendar year will be payable in March of the following year,whether or not you are employed by the Company at such time.  The term “Executive Officer Committee”will refer to the Company’s Executive Officer Committee, any successorcommittee thereto, and if there is no longer such a committee at the time inquestion, then a comparable group of the Company’s executive officers (asdefined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934).

 

(c)           Relocation Payments.  We hereby memorialize our prior agreement topay you the unpaid balance of a relocation bonus of $450,000 in support of yourrelocation

 

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from Stamford,Connecticut to Dallas, Texas in 2002, which relocation bonus was originallypayable in 36 monthly payments of $12,500 per month in the first pay cycle ofeach month and which monthly payments commenced on September 3, 2002.  Except as otherwise provided in Sections 4(a), 4(b)(iv),4(c)(v), 5(a),5(b)(iv) and 5(c)(v),our obligation to make these monthly payments to you, or a lump sum payment toyou in satisfaction thereof, will cease at such time as you are no longeremployed by us for any reason.  Suchmonthly relocation bonus payments are referred to herein as the “Relocation Payments.”

 

(d)           Vesting of Equity Awards.  Notwithstanding the provisions of any planor agreement governing such an Award (as defined in Section4(c)), all Awards granted to you that remain outstanding andunvested immediately prior to the occurrence of a Change in Controlautomatically shall vest in full upon the occurrence of the Change in Control.

 

(e)           As used in thisAgreement:

 

(i)            “Change inControl” has the meaning given such term in the Trammell Crow Long-TermIncentive Plan (as such plan is in effect on the date of this Agreement, the “LTIP”);provided, however, that the occurrence of a Rule 13e-3 transaction (within themeaning of Rule 13e-3 promulgated under the Securities Exchange Act of 1934 orany similar successor rule thereto) that has been approved by the Board andsubsequent to which you are part of a group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 or any similarsuccessor rule thereto) that owns more than 50%, respectively, of the thenoutstanding shares of common stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election ofdirectors of the Company will not be deemed to be a Change in Control;provided, further, if, prior to any Change in Control, you terminate youremployment for Good Reason or your employment is terminated by the Companywithout Cause or as a result of a Non-Renewal Notice delivered by the Companyprior to such Change in Control and a Change in Control occurs within 180 daysafter such termination, or within 180 days after such Non-Renewal Noticedelivery in the case of a Non-Renewal (excluding a Change in Control thatoccurs pursuant to an unsolicited tender or exchange offer by any person, inresponse to which the Company does not recommend acceptance of the person’stender or exchange offer), then for all purposes hereof, the date of the Changein Control with respect to your employment shall mean the date immediately priorto such termination, or immediately prior to such Non-Renewal Notice deliveryin the case of a Non-Renewal; provided, further that notwithstanding that anysuch transaction does not constitute a Change in Control as defined in theLTIP, a Change in Control shall be deemed to have occurred for all purposesunder this Agreement upon either (A) the consummation of a Business Combination(as defined in the LTIP) with a National Competitor, unless, following suchBusiness Combination, the conditions in clauses (B) and (C) of Section 1.6(iii) of the LTIP are satisfied and all or substantially all of the individualsand entities who were the beneficial owners of, respectively, the OutstandingCorporation Common Stock and Outstanding Corporation Voting Securities (each asdefined in the LTIP) immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 60%, respectively, of thethen outstanding shares of common stock and the combined

 

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voting powerof the then outstanding voting securities entitled to vote generally in theelection of directors of the corporation resulting from such BusinessCombination (including, without limitation, a corporation which as a result ofsuch transaction owns the Company, or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) in substantiallythe same proportions as their ownership, immediately prior to such BusinessCombination, of the Outstanding Corporation Common Stock and OutstandingCorporation Voting Securities, as the case may be, or (B) the acquisition byany National Competitor (or any group (as defined in the LTIP) of which aNational Competitor is a controlling (within the meaning of Rule 12b-2promulgated under the Securities Exchange Act of 1934) member of the group) ofbeneficial ownership (within the meaning of Rule 13d-3 promulgated under theSecurities Exchange Act of 1934) of 40% or more of either the OutstandingCorporation Common Stock or the Outstanding Corporation Voting Securities.  By way of clarification, any transactionwith a National Competitor that constitutes a Change in Control as defined inthe LTIP shall be considered a Change in Control for all purposes under this Agreement.

 

(ii)           “NationalCompetitor” means any one of the companies known as Jones Lange LaSalle,Inc., Grubb and Ellis Co. and CB Richard Ellis or their respective successors.

 

**3.             **Termination of Employment****.

 

(a)           Death.  Your employment hereunder will terminateautomatically upon your death.

 

(b)           Disability. If your Disability occurs, we may give you a written Notice ofTermination (herein so called), and your employment will terminate effective 30days later if you have not returned to perform, with or without reasonableaccommodation, the essential functions of your position on a full-timebasis.  “Disability” meansyour inability, due to physical or mental incapacity or impairment, to performthe material duties of your position(s)with the Company for any period of more than 120 consecutive days, or for morethan 180 days, regardless of how consecutively they occur, during any 360-dayperiod.

 

(c)           Termination by Us.  We may terminate your employment hereunder at any time (A),subject to Section 6(b), for Cause or (B) for any reason other thanCause.  “Cause” means (i) yourcontinued failure to substantially perform your obligations and duties, asdetermined in good faith by the Board, and which is not remedied within 30 daysafter your receipt of written notice thereof; (ii) commission of an act offraud, embezzlement, misappropriation, willful misconduct or breach offiduciary duty against the Company or other conduct materially harmful orpotentially materially harmful to the Company’s best interest, as determined ingood faith by the Board; (iii) material breach of Section 7 or 8 which is not cured within 30 days afteryour receipt of notice thereof, if such breach is capable of being cured; (iv)conviction, plea of no contest or nolo contendere, deferred adjudication orunadjudicated probation for any felony or any crime involving moral turpitude;(v) failure to carry out, or comply with, in any material respect, any lawfuldirective of the Board consistent with the terms of this Agreement,

 

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which is notremedied within 30 days after receipt of written notice thereof; or (vi)unlawful use (including being under the influence) or possession of illegaldrugs.

 

(d)           Resignation by You.  You may terminate your employment hereunder at any time (i)subject to Section 6(a), for Good Reason or (ii) without GoodReason.  Prior to a Change in Controland following the second anniversary of such Change in Control, “Good Reason”means (A) any material diminution (considering all previous diminutions duringthe Employment Period in the aggregate, including all previous diminutionsduring the Employment Period which are not material when considered separately)in your position, authority, powers, functions, duties or responsibilities,including your removal from the Executive Officer Committee; provided, however, that Good Reasonmay not be asserted by you under this clause (A) after a Non-Renewal Notice hasbeen given or on the basis that your term as a director of the Company expiredand you were not nominated for election to the Board in 2006 or at any timethereafter; (B) the relocation or transfer of your principal office to alocation more than 50 miles from your regular work address as of the datehereof without your consent; **(C) anyreduction in your Annual Base Salary;******(D) any reduction in your AnnualBonus Target from your Annual Bonus Target for the calendar year 2003; (E) thereceipt by you of Awards in any calendar year that differ (as to number, termsor type of Awards), in a manner adverse to you, from the Awards received by youin calendar year 2002, unless either (1) such adverse differences are in thesame manner and to the same proportional extent as the average (mean) changesmade to the Awards received by all other members of the Executive OfficerCommittee in such calendar year or (2) such adverse differences are directlyrelated to the Board’s good faith assessment of your relative contribution tothe Company or your relative performance as compared to other members of theExecutive Officer Committee; provided, however, that in the case ofadverse differences pursuant to clause (2), the receipt by you of a number ofany type of Award in such calendar year that is less than one-half of the FinalAverage Number of Awards of such type for such calendar year shall constituteGood Reason; or (F) any failure by the Company to comply with any of theprovisions 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 Bonus Targetfrom 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 inany calendar year that differ (as to number, terms or type of Awards), in amanner adverse to you, from the Awards received by you in calendar year 2002,unless either (1) such adverse differences are in the same manner and to thesame

 

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proportionalextent as the average (mean) changes made to the Awards received by all othermembers of the Executive Officer Committee in such calendar year or (2) suchadverse differences are directly related to the Board’s good faith assessmentof your relative contribution to the Company or your relative performance ascompared to other members of the Executive Officer Committee; 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)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)            “Final Average Number of Awards” means, for anycalendar year and for each type of Award granted during such year, the quotient(rounded up to the nearest whole number) equal to the aggregate number ofAwards of such type received by all members of the Adjusted EOC Group in suchcalendar year, divided by the number of members of the Adjusted EOC Group insuch calendar year.

 

(ii)           “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 insuch calendar year, excluding the Chief Executive Officer of the Company andeach Outlier Award Recipient in such calendar year; provided, however, that ifmore than 50% of the members of the Executive Officer Committee for any calendaryear are determined 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 in such calendar year shall be included in theAdjusted EOC Group for such calendar year with respect to such type.

 

(iii)          “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 in such calendar year and who receives a number of Awards of suchtype in such calendar year that is (i) 150% or more of the Preliminary AverageNumber of Awards or (ii) 66 2/3% or less of the Preliminary Average Number ofAwards.

 

(iv)          “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 received by all members of the Executive OfficerCommittee (excluding the Chief Executive Officer of the Company) in suchcalendar year, divided by the number of members of the Executive OfficerCommittee (excluding the Chief Executive Officer of the Company) who areeligible to receive Awards of such type in such calendar year.

 

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(v)           The phrase “numberof Awards” refers to the underlying number of shares of capital stock of theCompany to which the applicable Award relates.

 

(e)           Expiration of Term.  Your employment will end at the expiration of the EmploymentPeriod as a result of any Non-Renewal. Except as described in Sections 3(e)(i), (ii), and (iii)and in the definition of Change in Control, a termination of your employmentunder this Agreement due to the expiration of the Employment Period as a resultof any Non-Renewal will not be deemed a termination of your employmententitling you to any benefits described in Section 4 or Section5.

 

(i)            If the Companydelivers a Non-Renewal Notice to you prior to any Change in Control or afterthe first anniversary of such Change in Control, upon the effectiveness of suchNon-Renewal you will be entitled to receive (A) the compensation and benefitsthat you would be entitled to receive if you resigned without Good Reason asdescribed in Section 4(b)(other than the compensation and benefits described in Section 4(b)(v)),(B) an amount equal to your Pro Rata Bonus, which will be paid at such time asthe Company pays its other members of the Executive Officer Committee theirannual cash incentive bonuses with respect to the calendar year in whichtermination of your employment occurs, and (C) the severance or separationbenefits (including continuation of any welfare benefits) provided generally byus to the members of the Executive Officer Committee under our general policiesin effect from time to time upon termination by the Company of their employment(excluding any other severance or separation benefits available to any memberof the Executive Officer Committee pursuant to an employment agreement and notunder our general policies in effect from time to time).

 

(ii)           If the Companydelivers a Non-Renewal Notice to you after a Change in Control but prior to thefirst anniversary of such Change in Control, upon the effectiveness of suchNon-Renewal you will be entitled to receive the compensation and benefits thatyou would be entitled to receive if you were terminated without Cause or youresigned with Good Reason as described in Section 5(c).

 

(iii)          If any Non-Renewalis effected at your election, upon the effectiveness of such Non-Renewal youwill be entitled to receive (i) an amount equal to your Pro Rata Bonus, whichwill be paid at such time as the Company pays its other members of theExecutive Officer Committee their annual cash incentive bonuses with respect tothe calendar year in which termination occurs, and (ii) as applicable, (A) ifyour Non-Renewal Notice is delivered prior to any Change in Control or afterthe first anniversary of such Change in Control, the compensation and benefitsthat you would be entitled to receive if you resigned without Good Reason asdescribed in Section 4(b)(other than the compensation and benefits described in Section 4(b)(v)),or (B) if your Non-Renewal Notice is delivered after a Change in Control butprior to the first anniversary of such Change in Control, the compensation andbenefits that you would be entitled to receive if you resigned without GoodReason as described in Section 5(b)(other than the compensation and benefits described in Section 5(b)(v)).

 

Except asdescribed in this Section 3(e)inthe event of your termination due to a Non-Renewal election by us or you, youwill forfeit all rights to any other compensation.

 

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**4.            ****Compensation UponTermination Prior to a Change in Control and After the Second Anniversary ofsuch Change in Control (Other than as a Result of a Non-Renewal Election)**.  Prior to a Change in Control and after thesecond anniversary of such Change in Control, conditioned on the effectivenessof a Release and, where indicated below, your written resignation from theBoard signed by you or your legal representative, you will be entitled to thefollowing compensation from the Company upon the termination of youremployment, which shall be in lieu of any other severance pay or employmentbenefits to which you might otherwise be entitled (whether contractual, under aseverance plan, the WARN Act, any other applicable law, or otherwise):

 

(a)           Death or Disability.  If your employment is terminated by reasonof your death or Disability, the Company will pay you or your legalrepresentative, as applicable, (A) in a cash lump sum within thirty (30) daysafter the effective date of the Release and, in the case of your Disability,your resignation from the Board pursuant to Section 6(e), the followingamounts:  (1) the sum of your unpaidAnnual Base Salary through the date of termination and any compensationpreviously deferred by you (together with any accrued interest or earningsthereon) (“Accrued Obligations”); (2) the amount of any unpaid AnnualBonus that was awarded to you prior to the date of termination; and (3) allremaining unpaid Relocation Payments; (B) any amounts arising from yourparticipation in any Investment Plan (“Accrued Investments”), whichamounts will be payable in accordance with the terms and conditions of suchInvestment Plan; (C) any amounts to which you are entitled from yourparticipation in, or benefits under, any Welfare Plan (“Accrued WelfareBenefits”), which amounts will be payable in accordance with the terms andconditions of such Welfare Plan; and (D) an amount equal to your Pro RataBonus, which will be paid at such time as the Company pays its other members ofthe Executive Officer Committee their annual cash incentive bonuses withrespect to the calendar year in which termination of your employmentoccurs.  Prior to a Change in Controland following the second anniversary of such Change in Control, **“**Pro Rata Bonus” means the amountequal to the product of (i) the dollar amount of your Annual Bonus Targetfor the calendar year in which your employment is terminated that the Board orits Compensation Committee determines in its sole good faith discretion youwould have been entitled to for such year pursuant to **Section 2(b)****if you had been employed by us for such entire calendaryear****,** multipliedby (ii) a fraction, the numerator of which is the number of days that haveelapsed in such calendar year as of the date of termination, and thedenominator of which is 365.  Upon orafter a Change in Control but prior to the second anniversary of such Change inControl, “Pro Rata Bonus” means the amount equal to the product of(i) your Annual Bonus Target for the calendar year in which youremployment is terminated (or your Annual Bonus Target for the immediatelypreceding year if you resign for Good Reason as defined in the second clause(C)(i) of Section 3(d)), multiplied by (ii)  the average (mean)percentage of annual cash incentive bonus targets actually paid as bonuses tothe **members of the ExecutiveOfficer Committee**as a group for such year, and multiplied by(iii) a fraction, the numerator of which is the number of days that haveelapsed in such calendar year as of the date of termination, and thedenominator of which is 365.  Except asdescribed in this Section 4(a), in theevent of your termination by reason of your death or Disability, you and yourlegal representatives, as applicable, will forfeit all rights to any othercompensation.

 

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(b)           For Cause; Resignation by You Without Good Reason.  If your employment is terminated by us forCause or by you without Good Reason, we will have no further obligations to youother than the obligation for payment of (i) Accrued Obligations (which will bepayable within the time period set forth in Section 4(a)(A) above),(ii) the Accrued Investments and the Accrued Welfare Benefits (which will bepayable in accordance with the terms and conditions of the Investment Plans andthe Welfare Plans, as applicable), (iii) the amount of any unpaid Annual Bonusthat was awarded to you prior to the date of termination (which will be payablein a lump sum in cash within thirty (30) days after the effective date of theRelease and your resignation from the Board pursuant to Section 6(e)),(iv) only if your employment is terminated by you without Good Reason (and notif your employment is terminated by us for Cause), all remaining unpaidRelocation Payments (which will be payable in a lump sum in cash within thirty(30) days after the effective date of the Release and your resignation from theBoard pursuant to Section 6(e)), and (v) only if your employment isterminated by you before June 1, 2004 without Good Reason (and not if youremployment is terminated by us for Cause), $300,000 (which will be payable in alump sum in cash within thirty (30) days after the effective date of theRelease and your resignation from the Board pursuant to Section 6(e)).  If your employment is terminated by youafter May 31, 2004, you will not be entitled to receive the payment describedin Section 4(b)(v).  Except as described in this Section 4(b), in the eventof your termination by the Company for Cause or due to your resignation withoutGood Reason, you will forfeit all rights to any other compensation.

 

(c)           Without Cause; Resignation for Good Reason.  If we terminate your employment withoutCause or you resign for Good Reason, then we will pay or provide to you:

 

(i)            a cash lump sumwithin thirty (30) days after the effective date of the Release and yourresignation from the Board pursuant to Section 6(e)equalto the aggregate of the following amounts: (A) the Accrued Obligations; (B) an amount equal to the highest AnnualBase Salary to which you were entitled during the twelve months immediatelypreceding the date of termination; (C) the sum of (i) one-half of your average(mean) Annual Bonus awarded to you for the three years preceding termination(including any unpaid Annual Bonus payable to you pursuant to Section4(c)(i)(D)) plus (ii) one-half of the dollar amount of your currentAnnual Bonus Target (or your Annual Bonus Target for the immediately precedingyear if you resign for Good Reason as defined in the first clause (D) ofSection 3(d)); and (D) the amount of any unpaid Annual Bonus that was awardedto you prior to the date of termination;

 

(ii)           an amount equal toyour Pro Rata Bonus, which will be paid at such time as the Company pays itsother members of the Executive Officer Committee their annual cash incentivebonuses with respect to the calendar year in which termination of youremployment occurs;

 

(iii)          the AccruedInvestments and the Accrued Welfare Benefits, which amounts will be payable inaccordance with the terms and conditions of the Investment Plans and theWelfare Plans, as applicable;

 

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(iv)          if you are entitledon the date of termination to coverage under the healthcare portion of theTrammell Crow and Associated Companies Welfare Benefits Plan or a similarCompany group health arrangement (the “Health Plan”), continuation ofsuch coverage for you and your dependents for a period ending on the 180thday following the second anniversary of the date of termination, at the activeemployee cost payable by you with respect to those costs paid by you prior toyour termination; provided, however, that this coverage will count towards thedepletion of any continued health care coverage rights that you and yourdependents may have pursuant to the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended (“COBRA”); provided further, however, that youor your dependents’ rights to continued health care coverage pursuant to thisSection will terminate at the time you or your dependents become covered, asdescribed in COBRA, under another group health plan, and will also terminate asof the date the Company ceases to provide coverage to its senior executivesgenerally under any such Health Plan; and

 

(v)           all remaining unpaidRelocation Payments.

 

Notwithstanding theprovisions of any plan or agreement governing such an Award, the Company willalso continue to vest all of your outstanding Awards that would have otherwisevested during the twelve (12) month period beginning on the date of terminationand such Awards will continue to vest and, if applicable, be exercisable duringsuch twelve (12) month period; provided, however, that nothing set forth hereinshall result in an extension of the term of any Award beyond the term of the Award that would be applicable absent anytermination of your employment; provided, further, however, that, in thecase of a termination of your employment pursuant to this Section 4(c),if the terms of the plan or agreement governing such Award are more favorableto you as to vesting or exercisability than the terms of this paragraph, thenthe more favorable term(s) of such Award agreement or plan (in lieu of thecorresponding less favorable term(s) in this paragraph) shall govern thevesting or exercisability, as the case may be, of such Award upon yourtermination.  “Award” means anyoption to acquire common stock, restricted stock award, stock appreciationright or similar equity-based award granted under the Trammell Crow Long-TermIncentive Plan or any other option or equity-based incentive plan sponsored bythe Company.  Except as described in thisSection 4(c), in the event of yourtermination by us without Cause or by you for Good Reason, you will forfeit allrights to any other compensation.

 

**5.            ****Compensation Upon Termination Occurring On orWithin Two Years After a Change in Control****(Other than as aResult of a Non-Renewal Election)**.  After a Change in Control and on or before the second anniversaryof such Change in Control, conditioned on the effectiveness of a Release and,where indicated below, your resignation from the Board signed by you or yourlegal representative, you will be entitled to the following compensation fromthe Company upon termination of your employment, which shall be in lieu of anyother severance pay or employment benefits to which you might otherwise beentitled (whether contractual, under a severance plan, the WARN Act, any otherapplicable law, or otherwise):

 

(a)           Death or Disability.  If your employment is terminated by reasonof your death or Disability, the Company will pay you or your legalrepresentative, as applicable, (A) in a cash lump sum within thirty (30) daysafter the effective date of the Release and, in the case of your Disability,your resignation from the Board pursuant to Section 6(e),

 

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the followingamounts:  (1) the Accrued Obligations;(2) the amount of any unpaid Annual Bonus that was awarded to you prior to thedate of termination; and (3) all remaining unpaid Relocation Payments;(B) the Accrued Investments, which amounts will be payable in accordancewith the terms and conditions of such Investment Plan; (C) the AccruedWelfare Benefits, which amounts will be payable in accordance with the termsand conditions of the Welfare Plans; and (D) an amount equal to your ProRata Bonus, which will be paid at such time as the Company pays its othermembers of the Executive Officer Committee their annual cash incentive bonuseswith respect to the calendar year in which termination of your employmentoccurs.  Except as described in this Section 5(a), in the event of yourtermination by reason of your death or Disability, you and your legalrepresentatives, as applicable, will forfeit all rights to any othercompensation.

 

(b)           For Cause; Resignation by You Without Good Reason.  If your employment is terminated by us forCause or by you without Good Reason, we will have no further obligations to youother than the obligation for payment of (i) Accrued Obligations (which will bepayable within the time period set forth in Section 5(a)(A) above),(ii) the Accrued Investments and the Accrued Welfare Benefits (which will bepayable in accordance with the terms and conditions of the Investment Plans andthe Welfare Plans, as applicable), (iii) the amount of any unpaid Annual Bonusthat was awarded to you prior to the date of termination (which will be payablein a lump sum in cash within thirty (30) days after the effective date of theRelease and your resignation from the Board pursuant to Section 6(e)),(iv) only if your employment is terminated by you without Good Reason (and notif your employment is terminated by us for Cause), all remaining unpaidRelocation Payments (which will be payable in a lump sum in cash within thirty(30) days after the effective date of the Release and your resignation from theBoard pursuant to Section 6(e)), and (v) only if your employment isterminated by you before June 1, 2004 without Good Reason (and not if youremployment is terminated by us for Cause), $300,000 (which will be payable in alump sum in cash within thirty (30) days after the effective date of theRelease and your resignation from the Board pursuant to Section 6(e)).  If your employment is terminated by youafter May 31, 2004, you will not be entitled to receive the payment describedin Section 5(b)(v).  Except as described in this Section 5(b), in the eventof your termination by the Company for Cause or due to your resignation withoutGood Reason, you will forfeit all rights to any other compensation.

 

(c)           Without Cause; Resignation for Good Reason.  If your employment is terminated by theCompany without Cause or by you for Good Reason (taking into account in eachsuch case the definition of Change in Control), then, in lieu of any otherseverance pay or benefits, and conditioned on the effectiveness of a Releaseand your resignation from the Board signed by you, the Company will pay orprovide to you:

 

(i)            a cash lump sumwithin thirty (30) days after the effective date of the Release and yourresignation from the Board pursuant to Section 6(e)equalto the aggregate of the following amounts: (A) the Accrued Obligations; (B) an amount equal to the product of oneand one-half (1.5) multiplied by the sum of (x) the highest Annual Base Salaryto which you were entitled during the twelve months immediately preceding thedate of termination, and (y) the sum of (i) one-half of your average (mean)Annual

 

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Bonus awardedto you for the three years preceding termination (or the three years precedingthe year to which the Annual Bonus in question relates if you resign for GoodReason as defined in the second clause (C)(ii) of Section 3(d)), including anyunpaid Annual Bonus payable to you pursuant to Section 4(c)(i)(D)) plus(ii) one-half of the dollar amount of your current Annual Bonus Target (oryour Annual Bonus Target for the immediately preceding year if you resign forGood Reason as defined in the second clause (C)(i) of Section 3(d)); and(D) the amount of any unpaid Annual Bonus that was awarded to you prior to the dateof termination;

 

(ii)           an amount equal toyour Pro Rata Bonus, which will be paid at such time as the Company pays itsother members of the Executive Officer Committee their annual cash incentivebonuses with respect to the calendar year in which termination of youremployment occurs;

 

(iii)          the AccruedInvestments and the Accrued Welfare Benefits, which amounts will be payable inaccordance with the terms and conditions of the Investment Plans and theWelfare Plans, as applicable;

 

(iv)          if you are entitledon the date of termination to coverage under the healthcare portion of theHealth Plan, continuation of such coverage for you and your dependents for aperiod ending on the 180th day following the second anniversary ofthe date of termination, at the active employee cost payable by you withrespect to those costs paid by you prior to your termination; provided,however, that this coverage will count towards the depletion of any continuedhealth care coverage rights that you and your dependents may have pursuant toCOBRA; provided further, however, that you or your dependents’ rights tocontinued health care coverage pursuant to this Section will terminate at thetime you or your dependents become covered, as described in COBRA, underanother group health plan, and will also terminate as of the date the Companyceases to provide coverage to its senior executives generally under any suchHealth Plan; and

 

(v)           all remaining unpaidRelocation Payments.

 

Notwithstanding theprovisions of any plan or agreement governing such an Award and withoutlimiting Section 2(d), (A) the Company will also continue to vest all ofyour outstanding Awards granted on or after a Change in Control that would haveotherwise vested during the twelve (12) month period beginning on the date oftermination and such Awards will continue to vest and, if applicable, beexercisable during such twelve (12) month period and (B) all of youroutstanding Awards that are vested immediately prior to the date of terminationshall be exercisable during the twelve (12) month period beginning on the dateof termination; provided, however, that nothing set forth herein shall resultin an extension of the term of any Award beyond the term of the Award that would be applicable absent anytermination of your employment; provided, further, however, that, in thecase of a termination of your employment pursuant to this Section 5(c),if the terms of the plan or agreement governing such Award are more favorableto you as to vesting or exercisability than the terms of this paragraph, thenthe more favorable term(s) of such Award agreement or plan (in lieu of thecorresponding less favorable term(s) in this paragraph) shall govern thevesting or exercisability, as the case may be, of such Award upon yourtermination.  Except as described inthis Section 5(c), in the event of

 

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your terminationby us without Cause or by you for Good Reason (taking into account in each suchcase the definition of Change in Control), you will forfeit all rights to anyother compensation.

 

**6.             **Other Provisions Relating to Termination****.

 

(a)           Good Reason. Upon you learning of any event described in the definition of GoodReason, you may terminate your employment for Good Reason by giving a Notice ofTermination (describing, if applicable, the action required to cure the basisfor termination) to us within 60 days thereafter. If the event constitutingGood Reason may be cured, we will have the opportunity to cure any such eventfor a period of 60 days following receipt of your Notice of Termination.  If you do not give a Notice of Terminationto us within 60 days after learning of an event giving rise to Good Reason,then this Agreement will remain in effect and, without any further act on yourpart, you will have waived your right to terminate your employment hereunderfor Good Reason in respect of such event.

 

(b)           Cause. Upon the Company learning of any event described in the definition ofCause, we may terminate your employment for Cause by giving a Notice ofTermination (describing, if applicable, the action required to cure the basisfor termination) to you within 60 days thereafter. If we do not give you aNotice of Termination within 60 days after learning of an event giving rise toCause, then this Agreement will remain in effect and, without any further acton our part, we will have waived our right to terminate your employment forCause in respect of such event.

 

(c)           Full Settlement; Mitigation.  In no event will you be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payableto you under any of the provisions of this Agreement and such amounts will notbe reduced whether or not you obtain other employment.  The Company will not be liable to you forany damages for breach of this Agreement arising out of the termination of youremployment other than for amounts payable under Section 3(e), 4or 5, which amounts will be payable subject to the terms and conditionsset forth therein.  The Company will beentitled to seek damages from you for any breach of Section 7 or 8by you or for your criminal misconduct.

 

(d)           Release and Other Agreements.  Notwithstanding any other provision in thisAgreement to the contrary, as a condition to receiving the benefits describedin this Agreement, upon any termination of your employment hereunder you herebyagree to execute (and not revoke) a release in substantially the form attachedhereto as Exhibit A (the “Release”)and such other documents and agreements as required by the Company, in the formand pursuant to the procedures reasonably established by the Company.  For purposes of this Agreement, the Releasewill be considered to have been executed by you if it is signed by your legalrepresentative in the case of your legal incompetence or on behalf of yourestate in the case of your death.  Uponyour execution and delivery of the Release, the Company will also promptlyexecute and deliver the Release.

 

(e)           Resignation fromthe Board.  In connection with anytermination of your employment with the Company, whether by you or the Companyand whether during or after the Employment Period, you agree to resign from theBoard and the boards of

 

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directors (orsimilar governing bodies) of our subsidiaries in writing, effective immediatelyafter your receipt of any oral or written request from the Chairman of theBoard of the Company for such resignation.

 

**7.             **Confidential Information****.

 

(a)           You acknowledge thatthe Company has trade, business and financial secrets and other confidentialand proprietary information regarding the Company and its business, in whateverform, tangible or intangible (collectively, the “ConfidentialInformation”), and that during the course of your employment withthe Company you have received, will receive or will contribute to theConfidential Information.  ConfidentialInformation includes sales materials, technical information, processes andcompilations of information, records, specifications and information concerningcustomers, prospective customers or vendors, customer and prospective customerlists, and information regarding methods of doing business.  However, Confidential Information does notinclude information that (i) is obtained by you from a source other thanthe Company or its affiliates who is not under a duty of non-disclosure to theCompany or such affiliate or (ii) becomes generally available to thepublic other than through disclosure by you in violation of the provisions ofthis Agreement.

 

(b)           You are aware ofthose policies implemented by the Company to keep its Confidential Informationsecret.  You acknowledge that theConfidential Information has been developed or acquired by the Company throughthe expenditure of substantial time, effort and money and provides the Companywith an advantage over competitors who do not know or use such ConfidentialInformation.

 

(c)           During and followingyour employment by the Company, you will hold in confidence and will notdirectly or indirectly disclose, use, copy, make lists of, or make available toothers any Confidential Information except in the good faith performance ofyour duties to the Company or to the extent authorized in writing by the Boardor required by law or compelled by legal process.  You agree to use reasonable efforts to give the Company notice(accompanied by a copy of the subpoena, order or other process used to compeldisclosure) of any and all attempts to compel disclosure of any ConfidentialInformation, in such a manner so as to provide the Company with written noticewithin one (1) business day after you are informed that such disclosure isbeing or will be compelled.

 

(d)           You further agreenot to use any Confidential Information for the benefit of any person or entityother than the Company.

 

(e)           Upon termination ofyour employment, you agree that all Confidential Information and other files,documents, materials and other repositories containing information concerningthe Company or the business of the Company (including all copies thereof) inyour possession, custody or control, whether prepared by you or others, willremain with or be returned to the Company promptly (within twenty-four (24)hours) after the date of such termination.

 

(f)            Notwithstandinganything herein to the contrary, you may disclose to any and all persons,without limitation of any kind, the U.S. federal income tax treatment and

 

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tax structureof the transactions contemplated in this Agreement and all materials of anykind (including opinions and other tax analyses) that are provided to yourelating to such tax treatment and tax structure.  For this purpose, “tax structure” is limited to facts relevant tothe U.S. federal income tax treatment of the transactions contemplated in thisAgreement and does not include information relating to the identity of theparties hereto.

 

**8.             **Non-Competition; Non-Solicitation****.

 

(a)           You acknowledge andagree that your use of Confidential Information and our lists of, andinformation concerning, customers and prospective customers in the conduct ofbusiness on behalf of a competitor of the Company would constitute unfaircompetition with the Company and would adversely affect the business goodwillof the Company.  Accordingly, as amaterial inducement to the Company to enter into this Agreement; to protect theCompany’s Confidential Information, including lists of, and informationconcerning, customers and prospective customers of the Company, that may bedisclosed or entrusted to you (the disclosure of which by you in violation ofthis Agreement would adversely affect the business goodwill of the Company),the business goodwill of the Company that may be developed in you and thebusiness opportunities that may be disclosed or entrusted to you by theCompany; in consideration for the compensation and other benefits payablehereunder to you, for the benefits to you of having access to ConfidentialInformation, including lists of, and information concerning, customers andprospective customers of the Company, during the Employment Period (thedisclosure of which by you in violation of this Agreement would adverselyaffect the business goodwill of the Company); and for other good and valuableconsideration, you hereby covenant and agree that, during the Term ofNon-Competition, you will not directly or indirectly, individually or as anofficer, director, manager, employee, shareholder, consultant, contractor,partner, member, joint venturer, agent, equity owner or in any capacitywhatsoever:

 

(i)            own, engage in,manage, operate, join, control, be employed by, provide Competing Services to,or participate in the ownership, management, operation or control of orprovision of Competing Services to, a Competing Business operating in theGeographic Area;

 

(ii)           recruit, hire,assist in hiring, attempt to hire, or contact or solicit with respect to hiringany person who, at any time during the twelve (12) month period ending on thedate of termination, was an employee of the Company; provided, that you mayhire any person that served as an administrative or clerical employee at thetime their employment with the Company terminates so long as you do notrecruit, contact or solicit such employee;

 

(iii)          induce or attemptto induce any employee of the Company to terminate, or in any way interferewith, the relationship between the Company and any employee thereof; or

 

(iv)          induce or attempt toinduce any customer, client, supplier, service provider, or other businessrelation of the Company in the Geographic Area to cease doing business with theCompany, or in any way interfere with the relationship between the Company andany such person.

 

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Notwithstanding the foregoing, the Company agreesthat you may own less than one percent of the outstanding voting securities ofany publicly traded company that is a Competing Business so long as you do nototherwise participate in such competing business in any way prohibited by thisSection.

 

(b)           You acknowledge thatthe geographic boundaries, scope of prohibited activities, and time duration ofthe preceding paragraphs in this Section are reasonable in nature and are nobroader than are necessary to maintain the goodwill of the Company and the confidentialityof its Confidential Information and to protect the goodwill and otherlegitimate business interests of the Company, and also that the enforcement ofsuch covenants would not cause you any undue hardship or unreasonably interferewith your ability to earn a livelihood. If you violate the covenants and restrictions in this Section and theCompany brings legal action for injunctive or other equitable relief, you agreethat the Company will not be deprived of the benefit of the full period of the restrictivecovenant, as a result of the time involved in obtaining such relief.  Accordingly, you agree that the provisionsin this Section will have a duration determined pursuant to Subsection (a)above, computed from the date the legal or equitable relief is granted.

 

(c)           As used in thisAgreement:

 

(i)            “CompetingBusiness” means a business that competes in any material respect with thebusiness, or any line of business, engaged in by the Company or any of itsSubsidiaries (A) at the time in question in respect of the Term ofNon-Competition occurring prior to the date of termination of your employmentand (B) as of the date of termination of your employment in respect of the Termof Non-Competition occurring on and after the date of termination of your employment.

 

(ii)           “CompetingServices” means services that, if provided to a business other than aCompeting Business, would constitute the conduct of a Competing Business.

 

(iii)          “Geographic Area”means the geographic area in which the Company or any of its Subsidiariesengages in its respective business or any line of its business (A) at the timein question in respect of the Term of Non-Competition occurring prior to thedate of termination of your employment and (B) as of the date of termination ofyour employment in respect of the Term of Non-Competition occurring on andafter the date of termination of your employment.

 

(iv)          “Term ofNon-Competition” means the period of time beginning on the date hereof andcontinuing until 5:00 p.m., Dallas, Texas time, on:

 

(A)          the date oftermination if your employment is terminated (1) by the Company for any reasonother than Cause, (2) by you for Good Reason, (3) due to a Non-Renewal electionby you prior to a Change in Control or after the first anniversary of suchChange in Control, or (4) due to a Non-Renewal election made by the Company atany time, or

 

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(B)           the date that istwelve (12) months after the date of termination if your employment isterminated (1) by the Company for Cause, (2) by you for  any reason other than Good Reason, or (3)due to any Non-Renewal election made by you after a Change in Control and on orbefore the first anniversary of such Change in Control.

 

(d)           If any court orarbitrator determines that any portion of this Section 8 is invalid orunenforceable, the remainder of this Section 8 will not thereby beaffected and will be given full effect without regard to the invalid orunenforceable provisions.  If any courtor arbitrator construes any of the provisions of this Section 8 to beinvalid or unenforceable because of the duration or scope of such provision,such court or arbitrator will be required to reduce the duration or scope ofsuch provision, to the minimum extent necessary so as to be enforceable, and toenforce such provision as so reduced.

 

**9.            ****Successors;Binding Agreement**.

 

(a)           This Agreement maynot be assigned by you other than by will or by the laws of descent anddistribution.  This Agreement will inureto the benefit of and be enforceable by your personal and legalrepresentatives, executors, administrators, heirs, distributees, devisees andlegatees. This Agreement will inure to the benefit of and be binding upon theCompany and its successors and assigns.

 

(b)           The Company willrequire any successor to all or substantially all of the business and/or assetsof the Company, by a written agreement in form and substance reasonablysatisfactory to you, to assume expressly and agree to perform this Agreement inthe same manner and to the same extent that the Company would be required toperform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to theeffectiveness of any such succession will be considered grounds for you toterminate your employment for Good Reason, and if you do so terminate youremployment, you will be entitled to compensation from the Company in the sameamount and on the same terms as you would be entitled to pursuant to Section 5(c) if you terminated your employmentfor Good Reason thereunder after, but before the second anniversary of, aChange in Control.  As used in thisAgreement and after any such succession, “Company” will mean the Company ashereinbefore defined and any successor and/or assigns which assumes and agreesto perform this Agreement by operation of law, or otherwise.

 

**10.          **Miscellaneous****.

 

(a)           Construction.  This Agreement will be deemed drafted equally by both theparties.  Any presumption or principlethat the language is to be construed against any party will not apply.

 

(b)           Notices. For purposes of this Agreement, notices and all other communicationsprovided for in this Agreement will be in writing and will be deemed to havebeen duly given when (i) delivered personally; (ii) sent by facsimile orsimilar electronic device and confirmed; (iii) delivered by overnight express;or (iv) if sent by any other means, upon receipt.  Any notice or other communication shall be delivered to theaddress set forth below the Company’s or your signature hereto, as applicable,or to

 

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such otheraddress as either party will have furnished to the other in writing inaccordance herewith.

 

(c)           Severability.  Except as otherwise provided in Section 8(d), if any provisionof this Agreement is held to be illegal, invalid or unenforceable, suchprovision will be fully severable; this Agreement will be construed andenforced as if such illegal, invalid or unenforceable provision had nevercomprised a portion of this Agreement; and the remaining provisions of thisAgreement will remain in full force and effect and will not be affected by theillegal, invalid or unenforceable provision or by its severance from thisAgreement.  Furthermore, except asotherwise provided in Section 8(d), in lieu of such illegal,invalid or unenforceable provision there will be added automatically as part ofthis Agreement a provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible and be legal, valid and enforceable.

 

(d)           Withholding. The Company may withhold from any amounts payable under this Agreementsuch Federal, state or local taxes as are required to be withheld pursuant toany applicable law or regulation.

 

(e)           No Waiver. Except as expressly set forth in this Agreement, no waiver by eitherparty at any time of any breach by the other party of, or compliance with, anycondition or provision of this Agreement to be performed by the other partywill be deemed a waiver of similar or dissimilar provisions or conditions atany time.

 

(f)            Equitable and Other Relief.  You acknowledge that money damages would beboth incalculable and an insufficient remedy for a breach of Section 7or 8 by you and that any such breach would cause the Company irreparableharm.  Accordingly, the Company, inaddition to any other remedies at law or in equity it may have, will beentitled, without the requirement of posting of bond or other security, toequitable relief, including injunctive relief and specific performance, inconnection with a breach of Section 7 or 8 by you.  The parties agree that the onlycircumstances in which disputes between them will not be subject exclusively toarbitration pursuant to the provisions in Section 10(h) are inconnection with a breach of Section 7 or 8 by you.  If the Company files a pleading with a courtseeking immediate injunctive relief and this pleading is challenged by you andinjunctive relief sought is not awarded, the Company will pay all of your costsand attorneys’ fees.  The partiesconsent to venue in Dallas County, Texas and to the exclusive jurisdiction ofcompetent state courts or federal courts in the state or district in DallasCounty, Texas for all litigation which may be brought, subject to therequirement for arbitration hereunder, with respect to the terms of, and thetransactions and relationships contemplated by, this Agreement.

 

(g)           Entire Agreement.** **The provisions ofthis Agreement constitute the entire and complete understanding and agreementbetween the parties with respect to the subject matter hereof.  Specifically, you and the Company herebyagree that this Agreement amends, restates and supercedes in its entirety thatcertain employment letter agreement effective as of November 13, 2003, betweenyou and the Company.

 

(h)           Arbitration. Except as otherwise provided in Section 10(f), in the event anyclaim, demand, cause of action, dispute, controversy or other matter inquestion (“Claim”) arises out of thisAgreement (or its termination) or your employment (or

 

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termination ofemployment) by the Company or its Subsidiaries, then, upon the written requestof you or us, such dispute or controversy will be submitted to bindingarbitration.  Any arbitration will be conductedin accordance with the Federal Arbitration Act (“FAA”)and, to the extent an issue is not addressed by the FAA or the FAA does notapply, with the then-current National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association (“AAA”)or other rules of the AAA as applicable to the claims asserted.  The results of arbitration will be bindingand conclusive on the parties hereto. All parties agree that venue for arbitration will be in Dallas County,Texas.  If you are the prevailing party,then you will be entitled to reimbursement by the Company for reasonableattorneys fees, reasonable costs and other reasonable expenses pertaining tothe arbitration.  All proceedingsconducted pursuant to this Section 10(h) will be kept confidential byall parties.  **THE ARBITRATORS SHALL HAVE NO AUTHORITY TOAWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARYDAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OFDAMAGES).  REGARDLESS OF WHETHER SUCHDAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, YOU AND THE COMPANY EACH HEREBY WAIVETHE RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITH ANYCLAIMS.  YOU AND THE COMPANY ACKNOWLEDGETHAT BY SIGNING THIS AGREEMENT YOU AND THE COMPANY ARE WAIVING ANY RIGHT THATYOU OR THE COMPANY MAY HAVE TO A JURY TRIAL OR, OTHER THAN AS EXPRESSLYPROVIDED BY SECTION 10(f), A TRIAL BEFORE A JUDGE IN CONNECTION WITH, ORRELATING TO, A CLAIM**.

 

(i)            Survival. Sections 3(e), 4, 5, 6, 7, 8, 9and 10 of this Agreement will survive the termination of this Agreement.

 

(j)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTOF LAWS OF TEXAS OR ANY OTHER JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OFTHE UNITED STATES.

 

(k)           Amendments. This Agreement may not be amended or modified at any time except by awritten instrument approved by the Board and executed by the Company and you.

 

(l)            Acknowledgement.  You acknowledge that you have read and understand this Agreement(including its legal effect), have had an opportunity to consult legal counselregarding it, have not acted in reliance upon any representations or promisesmade by the Company not contained herein, and have entered into this Agreementfreely.

 

(m)          Counterparts.  This Agreement may be executed (including by facsimiletransmission) in any number of counterparts.

 

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By signing andcountersigning this Agreement in the appropriate space set forth below, we andyou have agreed to be bound by the terms and conditions set forth herein,effective as of November 24, 2003.

 
|                                  | Sincerely,                 |
|---------------------------------------|----------------------------|
|                                  |                       |
|                                  | **TRAMMELL CROW COMPANY**, |
|                                  | a Delaware corporation     |
|                                  |                       |
|                                  | By:                        | /s/ | ROBERT E. SULENTIC |
|                                  | Name:                      |   | Robert E. Sulentic |
|                                  | Title:                     |   | Chairman and CEO |
|                                  |                       |   |   |
|                                  | 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:                       |   |   |   |
|                                       |                            |  |  |  |  |  |  |

 

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