Exhibit 10.30


 


FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT BETWEEN BRUCE F. 

ROBINSON AND GMH COMMUNITES TRUST


 


                THIS FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 27th day
of July, 2006 by and between Bruce F. Robinson (the “Executive”) and GMH
COMMUNITIES TRUST (the “Company”).


 


Background


 


                A.            Executive and Company executed an
Employment Agreement, dated as of November 2, 2006 (“Agreement”).


 


                B.            Executive and Company desire to
amend the Agreement to address certain concerns regarding the Executive’s
ongoing employment with the Company.


 


Agreement


 


                NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, the parties hereto,
intending to be legally bound hereby, agree as follows:


 


	
  1.

  	
   

  	
  For purposes of this Amendment, capitalized terms
  used but not expressly defined in this Amendment shall have the meaning(s)
  ascribed to such terms in the Agreement.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Section 7(d)(v) of the Agreement is hereby amended
  to remove the period at the end of the sentence and replace it with a comma.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Section 7(d)(vi) of the Agreement is hereby amended
  to remove the period from the end of the sentence and replace it with “, or”.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Section 7(d) is hereby amended to include a new
  Section 7(d)(vii), which reads as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “following a Specified Change of Control (as defined
  in Section 9(d) of this Agreement, the Executive validly elects to terminate
  employment pursuant to Section 9(d) of this Agreement.”

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Section 9 of the Agreement is hereby amended to include
  a new Section 9(d), which reads as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “TERMINATION FOLLOWING CERTAIN CHANGE OF CONTROL
  EVENTS. In the event of the occurrence of a Specified Change of Control (as
  defined below), the Executive and the Company (or the buyer or the acquirer in
  any transaction, if relevant) shall enter into negotiations not later than
  fifteen (15) days following the closing of the Specified Change of Control as
  to the Executive’s position with, and role and compensation in the
  post-closing business. If the parties to such negotiation have not reached
  agreement and have not executed an employment agreement with

  



 


 

















 


	
   

  	
   

  	
  respect to the Executive’s ongoing employment after
  the closing but not later than thirty (30) days following such closing, then
  the Executive shall have the right, not later than fifteen (15) days
  following the expiration of the thirty (30) day period, to terminate
  employment with the Company and have such termination deemed to constitute
  Good Reason pursuant to Section 7(d)(vii) of this Agreement; provided,
  however, that such election shall not be available in the event (i) that the
  Executive has become entitled to severance under any other provision of this
  Agreement on or prior to his termination of employment under this Section
  9(d); or (ii) of the Executive’s death, becoming subject to Permanent
  Disability or the occurrence of any event that would give the Company a valid
  reason to terminate the Executive for Cause (whether or not such event is
  known to the Company). For purposes of this Agreement, a “Specified Change of
  Control” shall mean any Change of Control (as defined in Section 9(a) of this
  Agreement) except a transaction in which Gary M. Holloway or the Executive is
  a majority owner or managing member of the Company (or any successor) following
  the closing of such transaction.”

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Unless otherwise expressly modified by this
  Amendment, all of the terms, conditions and agreements contained in the
  Agreement remain in full force and effect, and the same are hereby ratified
  and affirmed.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  This Amendment may be executed in any number of
  counterparts, each complete set of which, when so executed and delivered by
  all parties, shall be an original, but al such counterparts shall together
  constitute but one and the same instrument.

  



 


[Signature Pages
Follow]


 


 


 

















 


                IN WITNESS WHEREOF, the parties have executed this Amendment
the date and year first above written.


 


 


GMH COMMUNITIES TRUST


 


 


	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  BRUCE F. ROBINSON

  
	
  Its: