Exhibit 10.7.2


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Amendment
to Employment Agreement (“Amendment”), is made and entered into as of the 4 day
of March, 2005, by and between CORPORATE OFFICE PROPERTIES, L. P. (the “Employer”),
CORPORATE OFFICE PROPERTIES TRUST (“COPT”) and ROGER A. WAESCHE, JR. (the “Executive”).


 


RECITALS


 


A.            The Executive and the Employer
executed an Employment Agreement dated September 12, 2002, providing for the
employment of the Executive by the Employer upon the terms and conditions
therein stated.


 


B.            Executive acknowledges that he is
familiar with the provisions of the Code of Business Conduct and Ethics (the “Code”)
and agrees that, absent this Amendment, he has been and is bound by the terms
of the Code and the requirements set forth therein.


 


C.            In order to clarify this requirement
in the Employment Agreement, among other things, the Employer desires to amend
paragraph 4(e) of the Employment Agreement (“TERMINATION FOR CAUSE”) as set out
below.


 


NOW,
THEREFORE, in consideration of Executive’s continued employment under the
Employment Agreement, and pursuant to paragraph 11(b) of the Employment
Agreement, it is covenanted and agreed by and between the parties hereto as
follows:


 


1.             AMENDMENT TO PARAGRAPH 4(e).  Paragraph 4(e) of the Employment Agreement
shall be amended as follows:


 


(e)           TERMINATION FOR
CAUSE.  The employment of the Executive
and this Agreement may be terminated “for cause” as hereinafter defined.  Termination “for cause” shall mean the
termination of employment on the basis or as a result of (i) a violation by the
Executive of any applicable law or regulation respecting the business of the
Employer; (ii) the Executive’s conviction of a felony or any crime involving
moral turpitude; (iii) any act of dishonesty or fraud or the Executive’s
commission of an act, which in the opinion of the Board of Directors,
disqualifies the Executive from serving as an officer or director of the
Employer; (iv) the willful or negligent failure of the Executive to perform his
duties hereunder, which failure continues for a period of thirty (30) days after written notice thereof is given to the
Executive; or (v) a violation of any provision of the Code.  In the event the Employer terminates the
Executive’s employment “for cause” under this Paragraph 4(e), the Executive
shall be entitled only to the Base Salary through the date of termination of
the Executive’s employment and any other benefits otherwise due in accordance
with applicable plans, programs, or agreements with the Employer.


 





















 


2.             ENFORCEABILITY.  Executive acknowledges and agrees that this
Amendment is entered into consistent with and pursuant to paragraph 11(b) of
the Employment Agreement.


 


3.             NO OTHER AMENDMENTS.  With the exception of paragraph 4(e) of the
Employment Agreement, this Amendment does not affect or otherwise supersede any
other provisions of the Employment Agreement or otherwise limit its
enforceability in any way.


 


IN WITNESS
WHEREOF, the parties have executed this Amendment as of the date first written
above.


 


 


	
  “Employer”

  	
  “Executive”

  
	
  CORPORATE
  OFFICE PROPERTIES L. P.

  	
   

  
	
   Maryland limited liability company

  	
   

  
	
  By: Corporate Office Properties Trust,

  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Randall
  M. Griffin

  	
   

  	
  /s/ Roger A.
  Waesche, Jr.

  	
   

  
	
  Randall M. Griffin,

  	
  Roger A. Waesche, Jr.

  
	
  President and COO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CORPORATE
  OFFICE PROPERTIES TRUST

  	
   

  
	
  a Maryland
  estate investment trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Randall
  M. Griffin

  	
   

  	
   

  
	
  Randall M. Griffin

  	
   

  
	
  President and COO

  	
   

  
						



 


2