Exhibit 10.2


EMPLOYMENT
AGREEMENT


STEPHEN
E. RIFFEE


This Employment
Agreement (this “Agreement”), is made and entered into as of the 31st day of
July, 2006, by and between Corporate Office Properties L.P., a Delaware limited
partnership (the “Employer”), and Corporate Office Properties Trust, a Maryland
business trust (“COPT”), and Stephen E. Riffee (the “Executive”).


RECITALS


A.   The Employer (as referenced in the first
paragraph) wishes to assure itself of the continued services of the Executive
for the period provided in this Agreement and the Executive is willing to be
employed by the Employer on a full-time basis for said period, and upon the
other terms and conditions hereinafter provided.


B.   The Employer recognizes that circumstances
may arise in which a change of control of the Employer or COPT, through
acquisition or otherwise, may occur, thereby causing uncertainty of employment
without regard to the competence or past contributions of the Executive, and
that such uncertainty may result in the loss of valuable services of the
Executive. Accordingly, the Employer and the Executive wish to provide
reasonable security to the Executive against changes in the employment
relationship in the event of any such change of control.


C.   COPT has agreed to become a party to this
Agreement for the purpose of assuming the liabilities, obligations and duties
of the Employer to the extent provided herein.


NOW, THEREFORE, in
consideration of the premises and of the covenants and agreements hereinafter
contained, it is covenanted and agreed by and between the parties hereto as
follows:


AGREEMENTS


1.    EFFECTIVE DATE.  Notwithstanding the date of execution hereof,
this Agreement shall become effective as of August 14, 2006 (the “Effective
Date”).


2.    POSITION AND DUTIES.  As of the Effective Date, the Employer hereby
employs the Executive as Executive Vice-President and Chief Financial Officer
of the Employer, or in such other capacity as shall be mutually agreed between
the Employer and the Executive. During the period of the Executive’s employment
hereunder, the Executive shall devote his best efforts and full business time,
energy, skills and attention to the business and affairs of the Employer.  The Executive’s duties and authority shall
consist of and include all duties and authority customarily performed and held
by persons holding equivalent positions with business organizations similar in
nature and size to the Employer, as such duties and authority are reasonably
defined, modified and delegated from time to time by the Board of Trustees of
COPT (the “Board”). The Executive shall have the powers necessary to perform
the duties assigned to 









 



him, and shall be
provided such supporting services, staff, secretarial and other assistance,
office space and accouterments as shall be reasonably necessary and appropriate
in the light of such assigned duties.


3.    COMPENSATION.  As compensation for the services to be
provided by the Executive hereunder, the Executive shall receive the following
compensation and other benefits:


(a)          BASE SALARY.  The Executive shall receive an aggregate
annual minimum “Base Salary” at the annualized rate of Three Hundred Forty
Thousand Dollars ($340,000) per annum, payable in periodic installments in
accordance with the regular payroll practices of the Employer. Such Base Salary
shall be subject to review annually by the Board and Compensation Committee of
COPT (“Compensation Committee”) during the term hereof, in accordance with the
established compensation policies of the Compensation Committee.


(b)         PERFORMANCE BONUS.  The Executive shall be entitled to an annual
cash “Performance Bonus,” which shall be determined by the Board based upon the
recommendation of the Compensation Committee. 
Any amount due and payable to the Executive under this paragraph (b) of
Section 3 for any calendar year shall be paid to the Executive no later than
two and one-half months following the close of such calendar year.


(c)          STOCK OPTION/RESTRICTED SHARES.  Executive shall be entitled to stock options
and/or restricted shares as determined by the Compensation Committee and the
Board.


(d)         BENEFITS.  The Executive shall be entitled to
participate in all plans and benefits generally, from time to time, accorded to
employees of the Employer (“Benefit Plans”), all as determined by the Board
from time to time based upon the input of the Compensation Committee. Executive
shall also receive additional benefits as follows:


(i)            a
one thousand dollars ($1,000) per month automobile allowance; and


(ii)           five
thousand dollars ($5,000) per year for personal financial planning and personal
income tax preparation.


Any amounts due and
payable to the Executive under this paragraph (d) of Section 3 during any
calendar year shall be paid to the Executive no later than two and one-half
months following the close of such calendar year.


(e)          DEFERRED COMPENSATION PLAN. Executive
shall be entitled to participate in the Corporate Office Properties Trust
Supplemental Nonqualified Deferred Compensation Plan (or any successor plan) in
accordance with and subject to the terms and limitations of such plan.


(f)          EXECUTIVE WELLNESS PROGRAM. Executive
shall be entitled to participate in the COPT Johns Hopkins Executive Wellness
Program (or any successor plan) in accordance with and subject to the terms and
limitations of such plan.



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(g)         WITHHOLDING.  The Employer shall be entitled to withhold,
from amounts payable to the Executive hereunder, any federal, state or local
withholding or other taxes or charges which it is from time to time required to
withhold. The Employer shall be entitled to rely upon the opinion of its
independent accountants, with regard to any question concerning the amount or
requirement of any such withholding.


4.    TERM AND TERMINATION.


(a)          BASIC TERM.  The Executive’s employment hereunder shall be
for a six (6) year basic term (the “Basic Term”), commencing as of the
Effective Date. If either the Executive or the Employer notifies the
Compensation Committee in writing at least six (6) months but not more than one
(1) year prior to the expiration of the Basic Term that the Agreement is set to
terminate at the end of the Basic Term, the Agreement shall automatically be
extended after the Basic Term for a continuous, self-renewing one (1) year term
without further action of the parties unless either party shall have served
written notice on the other at least six (6) months prior to the expiration of
the Basic Term, that this Agreement shall terminate at the end of the Basic
Term.  If this Agreement is extended
beyond the Basic Term, either party may at any time thereafter give written
notice to the other party that the term of this Agreement will expire on the
date that is one (1) year following the date of such written notice.  Notwithstanding the foregoing and other
applicable terms of this Agreement, this Agreement may be terminated by either
party, with or without cause, effective as of the first (1st) business day
after written notice to that effect is delivered to the other party.


(b)         PREMATURE TERMINATION.


(i)            In the event of the termination of
the employment of the Executive under this Agreement by the Employer for any
reason other than expiration of the term hereof or any renewal term,
termination upon disability in accordance with the provisions of paragraph (f)
of this Section 4, or a “for-cause” termination in accordance with the
provisions of paragraph (d) of this Section 4, then notwithstanding any actual
or allegedly available alternative employment or other mitigation of damages by
or available to the Executive, the Executive shall be entitled to a “Termination
Payment” equal to the sum of:  (w) three
(3) times the rate of annualized Base Salary then payable to the Executive,
plus (x) three (3) times the average of the three (3) most recent annual
Performance Bonuses that the Executive received. In the event of a termination
governed by this paragraph (b) of Section 4, the Employer shall also: (y) allow
a period of eighteen (18) months following the termination of employment for
the Executive (but in no event beyond the expiration of any option term or
period specified in the option agreement with the Executive) to exercise any
options granted under any stock option or share incentive plan established by
Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided
that such items are not available to him by virtue of other employment secured
after termination) the perquisites, plans and benefits provided under the
Employer’s Perquisite Policy and Benefit Plans as of and after the date of
termination, [all items in (z) being collectively 



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 referred to as “Post-Termination
Perquisites and Benefits”], for twelve (12) months following such termination.
The payments and benefits provided under (w), (x), (y) and (z) above by the
Employer shall not be offset against or diminish any other compensation or
benefits accrued as of the date of termination.


(ii)           Notwithstanding
the vesting schedule otherwise applicable, in the event of a termination
governed by this paragraph (b) of Section 4, the Executive shall be fully
vested in all of the Executive’s options and restricted shares under any Stock
Plan or similar program.


(iii)          The
payments provided under (w) and (x) of Section 4(b)(i) will be made monthly
over twelve (12) months, provided that if Executive is a key employee subject
to a delay of payment under Internal Revenue Code Section 409A(a)(2)((B), the
aggregate amount of the first six months of payments shall be paid in a lump
sum in the sixth month following termination of employment. Any cash payments
under (z) of Section 4(b)(i), shall be paid to the Executive no later than two
and one-half months following the close of the calendar year of the termination
of employment.


(c)          CONSTRUCTIVE TERMINATION. If at any
time during the term of this Agreement, except in connection with a “for-cause”
termination pursuant to paragraph (d) of this Section 4, the Executive is
Constructively Discharged (as hereinafter defined), then the Executive shall
have the right, by written notice to the Employer given within one hundred and
twenty (120) days of such Constructive Discharge, to terminate his services
hereunder, effective as of thirty (30) days after such notice, and the
Executive shall have no rights or obligations under this Agreement other than
as provided in Sections 5 and 6 hereof. 
The Executive shall in such event be entitled to a Termination Payment
of Base Salary and Performance Bonus compensation as well as all of the Post-Termination
Perquisites and Benefits, as if such termination of his employment had been
effectuated pursuant to paragraph (b) of this Section 4.


For purposes of
this Agreement, the Executive shall be deemed to have been “Constructively
Discharged” upon the occurrence of any one of the following events:


(i)            The
Executive is not re-elected to, or is removed from, the position with the
Employer as set forth in Section 2 hereof, other than as a result of the
Executive’s election or appointment to positions of equal or superior scope and
responsibility; or


(ii)           The
Executive shall fail to be vested by the Employer with the powers, authority
and support services normally attendant to any of said offices; or


(iii)          The
Employer shall notify the Executive that the employment of the Executive will
be terminated or materially modified in the future or that the Executive will
be Constructively Discharged in the future; or



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(iv)          The
Employer changes the primary employment location of the Executive to a place
that is more than fifty (50) miles from the primary employment location, 6711
Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046, as of the
Effective Date of this Agreement; or


(v)           The
Employer otherwise commits a material breach of its obligations under this
Agreement.


(d)         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 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 of
Business Conduct and Ethics.  In the
event the Employer terminates the Executive’s employment “for cause” under this
paragraph (d) of Section 4, the Executive shall be entitled only to the Base
Salary through the date of the termination of the Executive’s employment and
any other additional benefit in accordance with applicable plans, programs or
agreements with the Employer; and all such amounts shall be payable no later
than two and one-half months following the close of the calendar year in which
such termination occurs.  The Executive’s
right to exercise options and the right to further vesting of restricted stock
granted under any Stock Plan or similar program shall terminate immediately
upon the Executive’s termination “for cause”.


(e)          TERMINATION UPON DEATH. In the event
payments are due and owing under this Agreement at the death of the Executive,
such payments shall be made to such beneficiary, designee or fiduciary as
Executive may have designated in writing, or failing such designation, to the
executor or administrator of his estate, in full settlement and satisfaction of
all claims and demands on behalf of the Executive. Any cash payments shall be
made no later than two and one-half months following the close of the calendar
year in which the Executive’s death occurs. 
Such payments shall be in addition to any other death benefits of the
Employer made available for the benefit of the Executive, and in full
settlement and satisfaction of all payments provided for in this
Agreement.  Notwithstanding the vesting
schedule otherwise applicable in the event of a termination governed by this
subparagraph (e) of Section 4, all of options and restricted shares granted to
the Executive under any Stock Plan or similar program shall be fully vested.


(f)          TERMINATION UPON DISABILITY. The
Employer may terminate the Executive’s employment after the Executive is
determined to be disabled under the long-term disability program of the
Employer then covering the Executive or by a physician engaged by the Employer
and reasonably approved by the Executive. In the event of a dispute regarding
the Executive’s “disability,” such dispute shall be resolved through
arbitration as provided in paragraph (d) of Section 11 hereof, except that the
arbitrator appointed by the American Arbitration Association shall be a duly
licensed medical doctor. The Executive shall be entitled to 



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the compensation and
benefits provided for under this Agreement during any period of incapacitation
occurring during the term of this Agreement, and occurring prior to the
establishment of the Executive’s “disability” during which the Executive is
unable to work due to a physical or mental infirmity. Notwithstanding anything
contained in this Agreement to the contrary, until the date specified in a
notice of termination relating to the Executive’s disability, the Executive
shall be entitled to return to his positions with the Employer as set forth in
this Agreement, in which event no disability of the Executive will be deemed to
have occurred.  Notwithstanding the vesting
schedule otherwise applicable, in the event of a termination governed by this
subparagraph (g) of Section 4, the Executive shall be fully vested in all of
the Executive’s options and restricted shares under any Stock Plan or similar
program.


(g)         TERMINATION UPON CHANGE OF CONTROL.


(i)            In the event of a Change in Control
(as defined below) and the termination of the Executive’s employment by
Executive or by the Employer under either 1 or 2 below, the Executive shall be
entitled to a Termination Payment equal to the sum of: (w) three (3) times the
rate of annualized Base Salary then payable to the Executive, plus (x) three
(3) times the average of the three (3) most recent annual Performance Bonuses
that the Executive received (or, if less, the average of the annual performance
Bonuses that the Executive has theretofore received.  The Employer shall also continue for the
Executive the Post-Termination Perquisites and Benefits for the same period and
to the same extent as provided in paragraph (b) of this Section 4; provided,
however, that notwithstanding the vesting schedule otherwise applicable,
immediately following a Change in Control (whether or not the Executive’s
employment is terminated), the Executive shall be fully vested in all of
Executive’s options and restricted shares outstanding under any Stock Plan or
similar program and shall be allowed a period of eighteen (18) months following
the termination of employment of the Executive for the Executive’s exercise of
such options The following shall constitute termination under this paragraph:


1 .            The
Executive terminates his employment under this Agreement pursuant to a written
notice to that effect delivered to the Board within twelve (12) months after
the occurrence of the Change in Control.


2.             Executive’s
employment is terminated, including Constructively Discharged, by the Employer
or its successor either in contemplation of or after Change in Control, other
than on a for-cause basis.


(ii)           For purposes of this paragraph, the
term “Change in Control” shall mean the following occurring after the date of
this Agreement:


1.             The
consummation of the acquisition by any person, (as such term is defined in
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”) of beneficial ownership (within the meaning of Rule 



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 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power embodied in the then outstanding voting securities of COPT or the
Employer; or


2.             Approval
by the stockholders of COPT or the Employer of: (1) a merger or consolidation
of COPT or the Employer, if the stockholders of COPT or the Employer
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the entity resulting from such merger or consolidation in substantially the
same proportion as was represented by their ownership of the combined voting power
of the voting securities of COPT or the Employer outstanding immediately before
such merger or consolidation; or (2) a complete or substantial liquidation or
dissolution, or an agreement for the sale or other disposition, of all or
substantially all of the assets of COPT or the Employer.


Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
fifty percent (50%) or more of the combined voting then outstanding securities
is acquired by: (1) a trustee or other fiduciary holding securities under one
or more employee benefit plans maintained for employees of the entity; or (2)
any corporation or other entity which, immediately prior to such acquisition,
is owned directly or indirectly by the stockholders of COPT or the Employer in
the same proportion as their ownership of stock in COPT or the Employer
immediately prior to such acquisition.


(iii)        If it is determined, in the opinion of
the Employer’s independent accountants, in consultation with the Employer’s
independent counsel, that any amount payable to the Executive by the Employer
under this Agreement, or any other plan or agreement under which the Executive
participates or is a party, would constitute an “Excess Parachute Payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”) and be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), the Employer shall pay to the Executive a “grossing-up”
amount equal to the amount of such Excise Tax and all federal and state income
or other taxes with respect to payment of the amount of such Excise Tax,
including all such taxes with respect to any such grossing-up amount. If at a
later date, the Internal Revenue Service assesses a deficiency against the
Executive for the Excise Tax which is greater than that which was determined at
the time such amounts were paid, the Employer shall pay to the Executive the
amount of such unreimbursed Excise Tax plus any interest, penalties and
professional fees or expenses, incurred by the Executive as a result of such
assessment, including all such taxes with respect to any such additional
amount. The highest marginal tax rate applicable to individuals at the time of
payment of such amounts will be used for purposes of determining the federal
and state income and other taxes with respect thereto. The Employer shall
withhold from any amounts paid under this Agreement the amount of any Excise
Tax or other federal, state or local taxes then required to be withheld. Computations
of the amount of any grossing-up supplemental compensation paid under this
subparagraph shall be made by the 



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 Employer’s independent
accountants, in consultation with the Employer’s independent legal counsel. The
Employer shall pay all accountant and legal counsel fees and expenses.


(iv)          Any cash payments to the Executive under this
paragraph (g) of Section 4 shall be paid to the Executive no later than two and
one-half months following the close of the calendar year in which the Executive
has a vested right to the payment.  Such
payment shall include any earned Performance Bonus payment on a prorated basis
for the period of time the Executive was eligible for the bonus during the
applicable calendar year.


(h)         VOLUNTARY TERMINATION.  In the event of a termination of employment
by the Executive on his own initiative, other than a termination due to death,
disability or a Constructive Discharge, the Executive shall have the same
entitlements as provided in paragraph (d) of this Section 4 for a termination “for-cause.”


5.    CONFIDENTIALITY AND LOYALTY. The Executive
acknowledges that heretofore or hereafter during the course of his employment
he has produced and received, and may hereafter produce, receive and otherwise
have access to various materials, records, data, trade secrets and information
not generally available to the public (collectively, “Confidential Information”)
regarding the Employer and its subsidiaries and affiliates. Accordingly, during
and subsequent to termination of this Agreement, the Executive shall hold in
confidence and not directly or indirectly disclose, use, copy or make lists of
any such Confidential Information, except to the extent that such information
is or thereafter becomes lawfully available from public sources, or such disclosure
is authorized in writing by the Employer, required by law or by any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with the performance by the Executive of
his duties hereunder. All records, files, documents, computer diskettes,
computer programs and other computer-generated material, as well as all
other materials or copies thereof relating to the Employer’s business, which
the Executive shall prepare or use, shall be and remain the sole property of
the Employer, shall not be removed from the Employer’s premises without its
written consent, and shall be promptly returned to the Employer upon
termination of the Executive’s employment hereunder. The Executive agrees to
abide by the Employer’s reasonable policies, as in effect from time to time,
respecting confidentiality and the avoidance of interests conflicting with
those of the Employer.


6.    NON-COMPETITION
COVENANT.


(a)          RESTRICTIVE
COVENANT. The Employer and the Executive have jointly reviewed the tenant
lists, property submittals, logs, broker lists, and operations of the Employer,
and have agreed that as an essential ingredient of and in consideration of this
Agreement and the payment of the amounts described in Sections 3 and 4 hereof,
the Executive hereby agrees that, except with the express prior written consent
of the Employer, for a period of twenty-four (24) months after the termination
of the Executive’s employment with the Employer for any reason (including
termination as a result of the expiration of the term so this Agreement), 



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(the “Restrictive
Period”), he will not directly or indirectly compete with the business of the
Employer, including, but not by way of limitation, by directly or indirectly
owning, managing, operating, controlling, financing, or by directly or
indirectly serving as an employee, officer or director of or consultant to, or
by soliciting or inducing, or attempting to solicit or induce, any employee or
agent of Employer to terminate employment with Employer and become employed by
any person, firm, partnership, corporation, trust or other entity which owns or
operates a business similar to that of the Employer (the “Restrictive Covenant”).
For purposes of this subparagraph (a), a business shall be considered “similar”
to that of the Employer if it is engaged in the acquisition, development,
ownership, operation, management or leasing of suburban office property in any
geographic market or submarket in which the Employer owns more than 1,000,000
s.f. of properties either as of the date hereof or as of the date of
termination of the Executive’s employment. If the Executive violates the
Restrictive Covenant and the Employer brings legal action for injunctive or
other relief, the Employer shall not, as a result of the time involved in
obtaining such relief, be deprived of the benefit of the full period
of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be
deemed to have the duration specified in this paragraph (a) computed from the
date the relief is granted but reduced by the time between the period when the
Restrictive Period began to run and the date of the first violation of the
Restrictive Covenant by the Executive. In the event that a successor of the
Employer assumes and agrees to perform this Agreement or otherwise acquires the
Employer, this Restrictive Covenant shall continue to apply only to the primary
service area of the Employer as it existed immediately before such assumption
or acquisition and shall not apply to any of the successor’s other offices or
markets. The foregoing Restrictive Covenant shall not prohibit the Executive
from owning, directly or indirectly, capital stock or similar securities which
are listed on a securities exchange or quoted on the National Association of
Securities Dealers Automated Quotation System which do not represent more than
five percent (5%) of the outstanding capital stock of any corporation.


(b)         REMEDIES FOR
BREACH OF RESTRICTIVE COVENANT. The Executive acknowledges that the
restrictions contained in Sections 5 and 6 of this Agreement are reasonable and
necessary for the protection of the legitimate proprietary business interests
of the Employer; that any violation of these restrictions would cause
substantial injury to the Employer and such interests; that the Employer would
not have entered into this Agreement with the Executive without receiving the
additional consideration offered by the Executive in binding himself to these
restrictions; and that such restrictions were a material inducement to the
Employer to enter into this Agreement. In the event of any violation or
threatened violation of these restrictions, the Employer shall be relieved of
any further obligations under this Agreement, shall be entitled to any rights,
remedies or damages available at law, in equity or otherwise under this
Agreement, and shall be entitled to preliminary and temporary injunctive relief
granted by a court of competent jurisdiction to prevent or restrain any such
violation by the Executive and any and all persons directly or indirectly
acting for or with him, as the case may be, while awaiting the decision of the
arbitrator selected in accordance with paragraph (d) of Section 11 of this
Agreement, which decision, if rendered adverse to the Executive, may include
permanent injunctive relief to be granted by the court.


7.    INTERCORPORATE TRANSFERS. If the Executive
shall be voluntarily transferred to an affiliate of the Employer, such transfer
shall not be deemed to terminate or modify this Agreement, and the employing
corporation to which the Executive shall have been 



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transferred shall, for
all purposes of this Agreement, be construed as standing in the same place and
stead as the Employer as of the date of such transfer. For purposes hereof, an
affiliate of the Employer shall mean any corporation or other entity directly
or indirectly controlling, controlled by, or under common control with the
Employer. The Employer shall be secondarily liable to the Executive for the
obligations hereunder in the event the affiliate of the Employer cannot or
refuses to honor such obligations. For all relevant purposes hereof, the tenure
of the Executive shall be deemed to include the aggregate term of his
employment by the Employer or its affiliate.


8.    INTEREST IN ASSETS. Neither the Executive
nor his estate shall acquire hereunder any rights in funds or assets of the
Employer, otherwise than by and through the actual payment of amounts payable
hereunder; nor shall the Executive or his estate have any power to transfer, assign
(except into a trust for purposes of estate planning), anticipate, hypothecate
or otherwise encumber in advance any of said payments; nor shall any of such
payments be subject to seizure for the payment of any debt, judgment, alimony,
separate maintenance or be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise of the Executive.


9.    INDEMNIFICATION.


(a)          The Employer shall provide the
Executive (including his heirs, personal representatives, executors and
administrators), during the term of this Agreement and thereafter throughout
all applicable limitations periods, with coverage under the Employer’s then-current
directors’ and officers’ liability insurance policy, at the Employer’s expense.


(b)         In addition to the insurance coverage
provided for in paragraph (a) of this Section 9, the Employer shall defend,
hold harmless and indemnify the Executive (and his heirs, personal
representatives, executors and administrators) to the fullest extent permitted
under applicable law, and subject to the requirements, limitations and
specifications set forth in the Bylaws and other organizational documents of
the Employer, against all expenses and liabilities reasonably incurred by him
in connection with or arising out of any action, suit or proceeding in which he
may be involved by reason of his having been an officer of the Employer
(whether or not he continues to be an officer at the time of incurring such
expenses or liabilities), such expenses and liabilities to include, but not be limited
to, judgments, court costs and attorneys’ fees and the cost of reasonable
settlements.


(c)          In the event the Executive becomes a
party, or is threatened to be made a party, to any action, suit or proceeding
for which the Employer has agreed to provide insurance coverage or
indemnification under this Section 9, the Employer shall, to the full extent
permitted under applicable law, advance all expenses (including the reasonable
attorneys’ fees of the attorneys selected by Employer and approved by Executive
for the representation of the Executive), judgments, fines and amounts paid in
settlement (collectively “Expenses”) incurred by the Executive in connection
with the investigation, defense, settlement, or appeal of any threatened,
pending or completed action, suit or proceeding, subject to receipt by the
Employer of a written undertaking from the Executive covenanting: (i) to
reimburse the Employer for all Expenses actually paid by the Employer to or on
behalf of the Executive in the event it shall be ultimately determined that the
Executive is not entitled to indemnification by the Employer for such Expenses;
and (ii) to assign to the Employer all rights of the Executive to insurance 



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proceeds, under any
policy of directors’ and officers’ liability insurance or otherwise, to the
extent of the amount of Expenses actually paid by the Employer to or on behalf
of the Executive.


10.                ASSUMPTION BY COPT.  By its execution of this Agreement, and in
consideration of the services provided by the Executive to the Employer
hereunder, COPT agrees to be secondarily liable to the Executive, and shall
assume the liabilities, obligations and duties of the Employer as contained in
this Agreement in the event the Employer cannot or refuses to honor such
obligations.


11.                GENERAL PROVISIONS.


(a)          SUCCESSORS; ASSIGNMENT. This Agreement
shall be binding upon and inure to the benefit of the Executive, the Employer
and his and its respective personal representatives, successors and assigns,
and any successor or assign of the Employer shall be deemed the “Employer”
hereunder. The Employer shall require any successor to all or substantially all
of the business and/or assets of the Employer, whether directly or indirectly,
by purchase, merger, consolidation, acquisition of stock, or otherwise, by an
agreement in form and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent as the Employer would be required to perform if no such succession had
taken place.  No rights or obligations of
the Executive under this Agreement may be assigned or transferred by the
Executive other than his rights to compensation and benefits, which may be
transferred only by will or by operation of law.


(b)         ENTIRE AGREEMENT; MODIFICATIONS. This
Agreement constitutes the entire agreement between the parties respecting the
subject matter hereof, and supersedes all prior negotiations, undertakings,
agreements and arrangements with respect thereto, whether written or oral.
Except as otherwise explicitly provided herein, this Agreement may not be
amended or modified except by written agreement signed by the Executive and the
Employer.


(c)          ENFORCEMENT AND GOVERNING LAW. The
provisions of this Agreement shall be regarded as divisible and separate; if
any of said provisions should be declared invalid or unenforceable by a court
of competent jurisdiction, the validity and enforceability of the remaining
provisions shall not be affected thereby. This Agreement shall be construed and
the legal relations of the parties hereto shall be determined in accordance
with the laws of the State of Maryland as it constitutes the situs of the
corporation and the employment hereunder, without reference to the law
regarding conflicts of law.


(d)         ARBITRATION. Except as provided in
paragraph (b) of Section 6, any dispute or controversy arising under or in
connection with this Agreement or the Executive’s employment by the Employer
shall be settled exclusively by arbitration, conducted by a single arbitrator
sitting in Columbia, MD in accordance with the rules of the American
Arbitration Association (the “AAA”) then in effect. The arbitrator shall be
selected by the parties from a list of eleven (11) arbitrators provided by the
AAA, provided that no arbitrator shall be related to or affiliated with either
of the parties. No later than ten (10) days after the list of proposed
arbitrators is received by the parties, the parties, or their respective
representatives, shall meet at a mutually convenient location in Columbia,
Maryland, or telephonically. At that meeting, the party who sought arbitration
shall eliminate one (1) proposed arbitrator and then the other party 



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shall eliminate one (1)
proposed arbitrator. The parties shall continue to alternatively eliminate names
from the list of proposed arbitrators in this manner until each party has
eliminated five (5) proposed arbitrators. The remaining arbitrator shall
arbitrate the dispute. Each party shall submit, in writing, the specific
requested action or decision it wishes to take, or make, with respect to the
matter in dispute, and the arbitrator shall be obligated to choose one (1)
party’s specific requested action or decision, without being permitted to
effectuate any compromise or “new” position; provided, however, that the
arbitrator is authorized to award amounts not in dispute during the pendency of
any dispute or controversy arising under or in connection with this Agreement.
The Employer shall bear the cost of all counsel, experts or other
representatives that are retained by both parties, together with all costs of
the arbitration proceeding, including, without limitation, the fees, costs and
expenses imposed or incurred by the arbitrator; provided, however, that if the
arbitrator determines that the claim or defenses of the Executive were without
reasonable basis, each party shall bear his or its own cost. Judgment may be
entered on the arbitrator’s award in any court having jurisdiction; including,
if applicable, entry of a permanent injunction under paragraph (b) of Section
6.


(e)          PRESS RELEASES AND PUBLIC DISCLOSURE.
Any press release or other public communication by either the Executive or the
Employer with any other person concerning the terms, conditions or
circumstances of Executive’s employment, or the termination of such employment,
shall be subject to prior written approval of both the Executive and the
Employer, subject to the proviso that the Employer shall be entitled to make
requisite and appropriate public disclosure of the terms of this Agreement,
without the Executive’s consent or approval, as required under applicable
statutes, and the rules and regulations of the Securities and Exchange
Commission and the Stock Exchange on which the shares of Employer or COPT may
from time to time be listed.


(f)          WAIVER. No waiver by either party at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by the other party, shall be
deemed a waiver of any similar or dissimilar provisions or conditions at the
same time or any prior or subsequent time.


(g)         NOTICES. Notices given pursuant to this
Agreement shall be in writing, and shall be deemed given when received, and, if
mailed, shall be mailed by United States registered or certified mail, return
receipt requested, postage prepaid. Notices to the Employer shall be addressed
to the principal headquarters of the Employer, Attention: Chairman. Notices to
the Executive shall be sent to the address set forth below the Executive’s
signature on this Agreement, or to such other address as the party to be
notified shall have given to the other.


(h)         COMPLIANCE WITH INTERNAL REVENUE CODE
SECTION 409A.  It is intended that this
Agreement comply with Section 409A of the Internal Revenue Code of 1986, and the
regulations and guidance issued thereunder, and shall be interpreted
accordingly.  Any provision of the
Agreement not in compliance with that Section 409A shall be void.



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




	
  “Employer”

  	
   

  	
  “Executive”

  
	
  Corporate Office Properties L.P., a

  	
   

  	
   

  
	
  Delaware limited partnership

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Randall M. Griffin

  	
   

  	
  /s/Stephen E. Riffee

  
	
   

  	
   

  	
  Randall M. Griffin

  	
   

  	
  Stephen E. Riffee

  
	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  	
  6711 Columbia Gateway Drive, Suite 300

  
	
   

  	
   

  	
   

  	
   

  	
  Columbia, MD 21046

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Office Properties Trust, a Maryland

  	
   

  	
   

  
	
  business trust

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Randall M. Griffin

  	
   

  	
   

  
	
   

  	
   

  	
  Randall M. Griffin

  	
   

  	
   

  
	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  	
   

  






 



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