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Exhibit 10.4    
    


October 17,
2003 


James
R. Groch

[XXXXXXXXX]

[XXXXXXXXX] 


	Re:
	Employment
Agreement 



Dear
Jim 


        We
are pleased to present you with this employment letter agreement ("Agreement") which sets forth the terms 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 this Agreement, we agree to continue to
employ you, and you agree to continue to be employed by us, for a period (the "Employment Period") commencing on the date hereof and expiring
December 31, 2006; provided, that on December 31, 2006 and on each subsequent December 31, this Agreement will automatically be extended for one additional year unless, during the
four month period beginning March 1 and ending July 1 immediately prior to the next scheduled extension, you or we will have given written notice (a
"Non-Renewal Notice") that the Employment 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 serve initially as President,
Strategy and Corporate Development, of the Company and from time to time will serve in such other positions as the Board of Directors of the Company (the
"Board") may from time to time determine. In so doing, you will have such powers and duties (including holding officer positions with one or more
Subsidiaries of the Company) as may be assigned from time to time by the Board. 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 or indirectly, in any other business, investment, or activity that interferes with your performance of your duties under this Agreement, is
contrary to the interests of the Company or requires any portion of your business time, provided, however, that (i) you may serve on the board of directors (or similar governing body) of one
public company if the Board has provided prior approval for such service, and (ii) unless it would unreasonably interfere with your performance of your duties to the Company, you may serve on
the board of directors (or similar governing body) of no more than one other organization that does not directly or indirectly conduct a Competing Business (as defined
herein), in each case which boards shall be in addition to the boards of directors (or similar governing bodies) on which you serve at the request of
the Company. The location of your principal work office will be Philadelphia, Pennsylvania. "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 base salary ("Annual Base
Salary"), payable in accordance with the customary payroll practices of the Company for executive officers. The Board, in its sole discretion, may at any time increase the
amount of the Annual Base Salary as it may deem appropriate. From time to time prior to a Change in Control, and following the second anniversary of such Change in Control, the Board may decrease your
Annual Base Salary in the same manner and to the same proportional extent as the average (mean) percentage decrease in the annual base salaries of all other members of the Executive Officer Committee.
The term "Annual Base Salary" will refer to the Annual Base Salary as it may be so adjusted from time to time. In addition, during the Employment
Period, you will (i) be eligible to receive such annual bonus payments, if any, as the Board or the Compensation Committee of the Board may specify in its sole discretion (each an
"Annual Bonus"), subject to any terms or conditions as may be established by the Board or its Compensation Committee, 






 




provided,
that you will be provided an individual "annual incentive plan" for each year and any performance criteria included in such incentive plan must be reasonably achievable, (ii) be
entitled to participate in all incentive, savings, stock option, profit sharing and retirement plans, practices, policies and programs applicable generally to other executives of the Company
("Investment Plans"), subject to all of the terms and conditions of such Investment Plans; and (iii) be eligible to participate in all health,
life and disability insurance policies, all death and disability plans, practices, policies and programs and all other welfare benefit plans, practices, policies and programs which are in each such
case applicable 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, any Annual Bonus awarded to you by the Board or the Compensation Committee of the Board 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
successor committee thereto, and if there is no longer such a committee at the time in question, then a comparable group of the Company's executive officers (as defined in Rule 3b-7
promulgated under the Securities Exchange Act of 1934). 


        (c)   Vesting of Equity Awards. Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in  Section 4(c)), all Awards granted to you
that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as
defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control. 




        3.     Termination of Employment.



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


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


        (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 than Cause.
"Cause" means
(i) your continued failure to substantially perform your obligations and duties, as determined in good faith by the Board, and which is not remedied within 30 days after your receipt of
written notice thereof; (ii) commission of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or other conduct materially
harmful or potentially materially harmful to the Company's best interest, as determined in good faith by the Board; (iii) material breach of  Section 7 or 8 which is not cured within 30 days after your receipt of notice thereof, if
such breach is capable of being cured; (iv) conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation
for any felony or any crime involving moral turpitude; (v) failure to carry out, or comply with, in any material respect, any lawful directive of the Board consistent with the terms of this
Agreement, which is not remedied within 30 days after receipt of written notice thereof; or (vi) unlawful use (including being under the influence) or possession of illegal drugs. 



        (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 Good Reason.
Prior to a Change in Control and following the second anniversary of such
Change in Control, "Good Reason" means (A) any material diminution (considering all previous diminutions during the Employment Period in the
aggregate, including all previous diminutions during the Employment Period which are not 



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material
when considered separately) in your position, authority, powers, functions, duties or responsibilities; provided, however, that Good Reason may not be asserted by you under this
clause (A) after a Non-Renewal Notice has been given; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address
as of the date hereof without your consent; (C) any reduction in your Annual Base Salary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the
Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards in any calendar year that
differ (as to number, terms or type of Awards), in a manner 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 the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such
adverse differences are directly related to the Board's good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive
Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than
one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the
provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you. Upon or after a Change in Control but prior
to the second anniversary of such Change in Control, "Good Reason" means (A) any material diminution (considering all previous diminutions during
the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position authority, powers,
functions, duties or responsibilities in effect immediately prior to the Change in Control (subject to the same exclusions as provided above prior to a Change in Control and following the second
anniversary of such Change in Control); (B) any reduction in your Annual Base Salary; (C) (i) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar
year 2003 or (ii) the awarding to you of an Annual Bonus that is less in amount than the Annual Bonus awarded to you for the calendar year immediately preceding the year during which the Change
in Control occurs; (D) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner 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 the same proportional extent as the average (mean) changes made to the Awards received by all other
members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's good faith assessment of your relative contribution to the
Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the
receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute
Good Reason; or (E) any failure by the Company 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 more than 50 miles from your regular work address as of the date hereof without your
consent, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by you. As used in this Agreement: 



          (i)  "Annual Bonus Target" means the percentage of your Annual Base Salary that is authorized to be awarded to you as an
Annual Bonus if certain performance criteria are met. 




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         (ii)  "Final Average Number of Awards" means, for any calendar 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 of Awards of such type received by all members of the Adjusted EOC Group in such calendar year, divided by the number of
members of the Adjusted EOC Group in such calendar year. 


        (iii)  "Adjusted EOC Group" means, for any calendar year and for each type of Award granted during such year, the members of
the Executive Officer Committee who are eligible to receive Awards of such type in such calendar year, excluding the Chief Executive Officer of the Company and each Outlier Award Recipient in such
calendar year; provided, however, that if more than 50% of the members of the Executive Officer Committee for any calendar year 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 to receive Awards of such type in such
calendar year shall be included in the Adjusted EOC Group for such calendar year with respect to such type. 


        (iv)  "Outlier Award Recipient" means, for any calendar year and for each type of Award granted during such year, each member
of the Executive Officer Committee (excluding the Chief Executive Officer of the Company) who is eligible to receive Awards of such type in such calendar year and who receives a number of Awards of
such type in such calendar year that is (i) 150% or more of the Preliminary Average Number of Awards or (ii) 662/3% or less of the Preliminary Average Number of Awards. 



         (v)  "Preliminary Average Number of Awards" means, for any calendar 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 of Awards of such type received by all members of the Executive Officer Committee (excluding the Chief Executive
Officer of the Company) in such calendar year, divided by the number of members of the Executive Officer Committee (excluding the Chief Executive Officer of the Company) who are eligible to receive
Awards of such type in such calendar year. 


        (vi)  The
phrase "number of Awards" refers to the underlying number of shares of capital stock of the Company to which the applicable Award relates. 




        (e)   Expiration of Term. Your employment will end at the expiration of the Employment Period 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 employment under this Agreement due to the expiration of the Employment Period
as a result of any Non-Renewal will not be deemed a termination of your employment entitling you to any benefits described in  Section 4 or Section 5. 



          (i)  If
the Company delivers a Non-Renewal Notice to you prior to any Change in Control or after the second anniversary of such Change in Control, upon the
effectiveness of such Non-Renewal you will be entitled to receive (i) an amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other members
of the Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination occurs, (ii) the severance or separation benefits (including
continuation of any welfare benefits) provided generally by us to the members of the Executive Officer Committee under our general policies in effect from time to time upon termination by the Company
of their employment (excluding any other severance or separation benefits available to any member of the Executive Officer Committee pursuant to an employment agreement and not under our general
policies in effect from time to time), and (iii) the other compensation and benefits described in Section 4(b). 




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         (ii)  If
the Company delivers a Non-Renewal Notice to you after a Change in Control but prior to the second anniversary of such Change in Control, you will have
the rights described in Section 5(c) upon the effectiveness of such Non-Renewal. 


        (iii)  If
any Non-Renewal is effected at your election, you will be entitled to receive (i) an amount equal to your Pro Rata Bonus, which will be paid at
such time as the Company pays its other members of the Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination occurs, and
(ii) the other compensation and benefits described in Section 4(b) upon the effectiveness of such Non-Renewal. 





        4.     Compensation Upon Termination Prior to a Change in Control and After the Second Anniversary of such Change in
Control. Prior to a Change in Control and after the second anniversary of such Change in Control, conditioned on the effectiveness of a Release signed by you or your legal
representative, you will be entitled to the following compensation from the Company upon the termination of your employment, which is in lieu of any other severance pay or employment benefits to which
you might otherwise be entitled (whether contractual, under a severance plan, the WARN Act, any other applicable law, or otherwise): 



        (a)   Death or Disability. If your employment is terminated by reason of your death or Disability, the Company will pay you or
your legal representative, as applicable, (A) in a cash lump sum within thirty (30) days after the effective date of the Release, the following amounts: (1) the sum of your unpaid
Annual Base Salary through the date of termination and any compensation previously deferred by you (together with any accrued interest or earnings thereon) ("Accrued
Obligations"); and (2) the amount of any unpaid Annual Bonus that was awarded to you prior to the date of termination; (B) any amounts arising from your
participation in any Investment Plan ("Accrued Investments"), which amounts will be payable in accordance with the terms and conditions of such
Investment Plan; (C) any amounts to which you are entitled from your participation in, or benefits under, any Welfare Plan ("Accrued Welfare
Benefits"), which amounts will be payable in accordance with the terms and conditions of such Welfare Plan; and (D) an amount equal to your Pro Rata Bonus, which will be
paid at such time as the Company pays its other members of the Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of your employment
occurs. "Pro Rata Bonus" means the amount equal to the product of (i) your Annual Bonus Target for the calendar year in which your employment is
terminated (or your Annual Bonus Target for the immediately preceding year if you resign for Good Reason as defined in the first clause (D) or the second clause (C)(i) of
Section 3(d)), multiplied by (ii) the amount of your Annual Base Salary for the calendar year in which your employment is terminated (or the highest Annual Base Salary to which you were
entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) or the second clause (B) of
Section 3(d)), multiplied by (iii) the average (mean) percentage of annual cash incentive bonus targets actually paid as bonuses to the members of the Executive Officer Committee as a
group for such year, and multiplied by (iv) a fraction, the numerator of which is the number of days that have elapsed in such calendar year as of the date of termination, and the denominator
of which is 365. Except as described in this Section 4(a), in the event of your termination by reason of your death or Disability, you and your
legal representatives, as applicable, will forfeit all rights to any other compensation. 


        (b)   For Cause; Resignation by You Without Good Reason; Non-Renewal Election by You or the Company. If your
employment is terminated by us for Cause or by you without Good Reason or due to a Non-Renewal election by us or you, we will have no further obligations to you other than as set forth in  Section 3(e), if applicable, and the obligation for payment of (i) Accrued Obligations (which will be payable within the time period set
forth in Section 4(a)(A) above), (ii) the Accrued Investments and the Accrued Welfare Benefits (which will be payable in accordance with
the terms 



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and
conditions of the Investment Plans and the Welfare Plans, as applicable), and (iii) the amount of any unpaid Annual Bonus that was awarded to you prior to the date of termination (which
will be payable within the time period set forth in Section 4(a)(A) above). Except as described in this  Section 4(b) or in Section 3(e), if applicable, in the event of your termination by the
Company for Cause or due to your resignation without Good Reason or a Non-Renewal election by us or you, you will forfeit all rights to any other compensation. 


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



          (i)  a
cash lump sum within thirty (30) days after the effective date of the Release equal to the aggregate of the following amounts: (A) the Accrued
Obligations; (B) an amount equal to one and one-half (1.5) multiplied by the sum of (x) the highest Annual Base Salary to which you were entitled during the twelve months
immediately preceding the date of termination, and (y) the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination,
plus (ii) one-half of the product of your current Annual Bonus Target (or your Annual Bonus Target for the immediately preceding year if you resign for Good Reason as defined in the
first clause (D) of Section 3(d)), multiplied by the amount of your Annual Base Salary for the calendar year in which your employment is terminated (or the highest Annual Base Salary to
which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of Section 3(d)); and
(C) the amount of any unpaid Annual Bonus that was awarded to you prior to the date of termination; 



         (ii)  an
amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other members of the Executive Officer Committee their annual cash
incentive bonuses with respect to the calendar year in which termination of your employment occurs; 


        (iii)  the
Accrued Investments and the Accrued Welfare Benefits, which amounts will be payable in accordance with the terms and conditions of the Investment Plans and the
Welfare Plans, as applicable; 


        (iv)  if
you are entitled on the date of termination to coverage under the healthcare portion of the Trammell Crow and Associated Companies Welfare Benefits Plan or a similar
Company group health arrangement (the "Health Plan"), continuation of such coverage for you and your dependents for a period ending on the 180th day
following the second (2nd) anniversary of the date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided,
however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"); provided further, however, that you or your dependents' rights to continued health care coverage
pursuant to this Section will terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company
ceases to provide coverage to its senior executives generally under any such Health Plan; and 


         (v)  upon
your request and at the Company's sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably
acceptable to you, for a period of up to twelve months, commencing on the date of termination. 





        Notwithstanding
the provisions of any plan or agreement governing such an Award, the Company also will continue to vest all of your outstanding Awards that would have otherwise vested
during the 


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eighteen
(18) month period beginning on the date of termination and such Awards will continue to vest and, if applicable, be exercisable during such eighteen (18) month period; provided,
that nothing set forth herein shall result in an extension of the term of any Award beyond the term of the Award that would be applicable absent any termination of your employment; provided further,
however, that, in the case 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 favorable to you as to vesting or exercisability than the terms of this paragraph, then the more favorable term(s) of such Award agreement or plan (in lieu of the corresponding
less favorable term(s) in this paragraph) shall govern the vesting or exercisability, as the case may be, of such Award upon your termination. "Award"
means any option to acquire common stock, restricted stock award, stock appreciation right or similar equity-based award granted under the Trammell Crow Long-Term Incentive Plan or any
other option or equity-based incentive plan sponsored by the Company. Except as described in this Section 4(c), in the event of your termination
by us without Cause or by you for Good Reason, you will forfeit all rights to any other compensation. 



        (d)   As
used in this Agreement: 



          (i)  "Change in Control" has the meaning given such term in the Trammell Crow Long-Term Incentive 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 the meaning of Rule 13e-3
promulgated under the Securities Exchange Act of 1934 or any similar successor rule thereto) that has been approved by the Board and subsequent to which you are part of a group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 or any similar successor rule thereto) that owns more than 50%, respectively, of the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company will not be deemed to be a Change in Control; provided,
further, if, prior to any Change in Control, you terminate your employment for Good Reason or your employment is terminated by the Company without Cause or as a result of a Non-Renewal
Notice delivered by the Company prior to such Change in Control and a Change in Control occurs within 180 days after such termination, or within 180 days after such
Non-Renewal Notice delivery in the case of a Non-Renewal (excluding a Change in Control that occurs pursuant to an unsolicited tender or exchange offer by any person, in
response to which the Company does not recommend acceptance of the person's tender or exchange offer), then for all purposes hereof, the date of the Change of Control with respect to your employment
shall mean the date immediately prior to such termination, or immediately prior to such Non-Renewal Notice delivery in the case of a Non-Renewal; provided, further that
notwithstanding that any such transaction does not constitute a Change in Control as defined in the LTIP, a Change in Control shall be deemed to have occurred for all purposes under this Agreement
other than Section 5(e) upon either (A) the consummation of a Business Combination (as defined in the LTIP) with a National Competitor,
unless, following such Business 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 individuals and entities who were the beneficial owners of, respectively, the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities (each as defined in the LTIP) immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60%, respectively, of the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the Company, or all or substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, 




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as
the case may be, or (B) the acquisition by any National Competitor (or any group (as defined in the LTIP) of which a National Competitor is a controlling (within the meaning of
Rule 12b-2 promulgated under the Securities Exchange Act of 1934) member of the group) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934) of 40% or more of either the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities. By way of clarification, any transaction with a
National Competitor that constitutes a Change in Control as defined in the LTIP shall be considered a Change in Control for all purposes under this Agreement, including  Section 5(e). 


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





        5.     Compensation Upon Termination Occurring On or Within Two Years After a Change in Control. After a
Change in Control and on or before the second anniversary of such Change in Control, conditioned on the effectiveness of a Release signed by you or your legal representative, you will be entitled to
the following compensation from the Company upon termination of your employment (including a termination resulting from the delivery of a Non-Renewal Notice by the Company or you during
such two-year period), which shall be in lieu of any other severance pay or employment benefits to which you might otherwise be entitled (whether contractual, under a severance plan, the
WARN Act, any other applicable law, or otherwise): 



        (a)   Death or Disability. If your employment is terminated by reason of your death or Disability, the Company will pay you or
your legal representative, as applicable, (A) in a cash lump sum within thirty (30) days after the effective date of the Release, the following amounts: (1) the Accrued
Obligations; and (2) the amount of any unpaid Annual Bonus that was awarded to you prior to the date of termination; (B) the Accrued Investments, which amounts will be payable in
accordance with the terms and conditions of the Investment Plans; (C) the Accrued Welfare Benefits, which amounts will be payable in accordance with the terms and conditions of the Welfare
Plans; and (D) an amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other members of the Executive Officer Committee their annual cash incentive
bonuses with respect to the calendar year in which termination of your employment occurs. Except as described in this Section 5(a), in the event
of your termination by reason of your death or Disability, you and your legal representatives, as applicable, will forfeit all rights to any other compensation. 


        (b)   For Cause; Resignation by You Without Good Reason. If your employment is terminated by us for Cause or by you without
Good Reason, we will have no further obligations to you other than for payment of (i) Accrued Obligations (which will be payable within the time period set forth in  Section 5(a)(A) above),
(ii) the Accrued Investments and the Accrued Welfare Benefits (which will be payable in accordance with the terms
and conditions of the Investment Plans and the Welfare Plans, as applicable), and (iii) the amount of any unpaid Annual Bonus that was awarded to you prior to the date of termination (which
will be payable within the time period set forth in Section 5(a)(A) above). Except as described in this  Section 5(b), in the event of your
termination by the Company for Cause or due to your resignation without Good Reason, you will forfeit all
rights to any other compensation. 


        (c)   Without Cause; Resignation for Good Reason; Non-Renewal Election by Company. If your employment is terminated
by the Company without Cause or due to a Non-Renewal election made by the Company as provided in Section 3(e)(ii) or by you for Good
Reason (taking into account in each such case the definition of Change in Control) or if you terminate your employment as permitted in  Section 5(e) below, then, in lieu of any other severance pay
or benefits, and 



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conditioned
on the effectiveness of a Release signed by you, the Company will pay or provide to you: 



          (i)  a
cash lump sum within thirty (30) days after the effective date of the Release equal to the aggregate of the following amounts: (A) the Accrued
Obligations; (B) an amount equal to two and one-half (2.5) multiplied by the sum of (x) the highest Annual Base Salary to which you were entitled during the twelve months
immediately preceding the date of termination, and (y) the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination
(or the three years preceding the year to which the Annual Bonus in question relates if you resign for Good Reason as defined in the second clause (C)(ii) of Section 3(d)), plus
(ii) one-half of the product of your current Annual Bonus Target (or your Annual Bonus Target for the immediately preceding year if you resign for Good Reason as defined in the
second clause (C)(i) of Section 3(d)), multiplied by the amount of your Annual Base Salary for the calendar year in which your employment is terminated (or the highest Annual Base
Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the second clause (B) of
Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the date of termination; provided, however, that if the Company fails to make such lump sum
payment when due and such failure continues for ten (10) days following notice of nonpayment to the Company, the amount of the payment the Company is obligated to make pursuant to this
Section 5(c)(i) shall automatically be increased by twenty-five percent (25%); 


         (ii)  the
Accrued Investments and the Accrued Welfare Benefits, which amounts will be payable in accordance with the terms and conditions of the Investment Plans and the
Welfare Plans, as applicable; 


        (iii)  a
cash lump sum within thirty (30) days after the effective date of the Release equal to the sum of (1) the unvested portion of your Matching
Contribution Account under the Company's Retirement Savings Plan, plus (2) the product of (x) two and one-half (2.5), multiplied times (y) the Matching Contribution
you received for the calendar year ended prior to the calendar year in which the Change in Control occurs; 


        (iv)  if
you are entitled on the date of termination to coverage under the healthcare portion of the Health Plan, continuation of such coverage for a period ending on the
180th day following the second (2nd) anniversary of the date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to such termination.
Provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to COBRA. Provided further, that you
or your dependents' rights to continued health care coverage pursuant to this Section will terminate at the time you or your dependents become covered, as described in COBRA, under another group
health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; 


         (v)  an
amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other members of the Executive Officer Committee their annual cash
incentive bonuses with respect to the calendar year in which termination occurs; and 



        (vi)  upon
your request and at the Company's sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably
acceptable to you, for a period of up to twelve months, commencing on the effective date of the Release. 




9





 







        Notwithstanding
the provisions of any plan or agreement governing such an Award and without limiting Section 2(c), (A) the
Company will also continue to vest all of your outstanding Awards granted on or after a Change in Control that would have otherwise vested during the eighteen (18) month period beginning on the
date of termination and such Awards will continue to vest and, if applicable, be exercisable during such eighteen (18) month period and (B) all of your outstanding Awards that are vested
immediately prior to the date of termination shall be exercisable during the eighteen (18) month period beginning on the date of termination; provided, however, that nothing set forth herein
shall result in an extension of the term of any Award beyond the term of the Award that would be applicable absent any termination of your employment; provided, further, however, that, in the case 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 favorable to
you as to vesting or exercisability than the terms of this paragraph, then the more favorable term(s) of such Award agreement or plan (in lieu of the corresponding less favorable term(s) in this
paragraph) shall govern the vesting or exercisability, as the case may be, of such Award upon your termination. Except as described in this  Section 5(c), in the event of your termination by us
without Cause or due to a Non-Renewal election made by the Company as provided
in Section 3(e)(ii) or by you for Good Reason (taking into account in each such case the definition of Change in Control), you will forfeit all
rights to any other compensation. 



        (d)   Non-Renewal Election by You. If your employment is terminated due to a Non-Renewal Election by
you, we will have no further obligations to you other than as set forth in Section 3(e)(iii), which also includes provision for the compensation
and other benefits described in Section 4(b). Except as described in Section 4(b) and  Section 3(e)(iii)
, in the event of your termination due to a Non-Renewal election by you, you will forfeit all rights to any other
compensation. 


        (e)   Walkaway Right. Except as otherwise set forth in Section 4(d)(i),
at any time during the period beginning on the 6 month anniversary of a Change in Control and continuing through the 30th day of the calendar month following the month during which such
6 month anniversary occurs, you may terminate your employment by resigning without Good Reason, and you nevertheless will be entitled to receive all the compensation and benefits provided by  Section 5(c)
. 




        6.     Other Provisions Relating to Termination.



        (a)   Good Reason. Upon you learning of any event described in the definition of Good Reason, you may terminate your employment
for Good Reason by giving a Notice of Termination (describing, if
applicable, the action required to cure the basis for termination) to us within 60 days thereafter. If the event constituting Good Reason may be cured, we will have the opportunity to cure any
such event for a period of 60 days following receipt of your Notice of Termination. If you do not give a Notice of Termination to 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 your part, you will have waived your right to terminate your employment hereunder for Good Reason in respect
of such event. 


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


        (c)   Full Settlement; Mitigation. In no event will you be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to you under any of the provisions of this Agreement and, except for your right, if any, to continue your participation in the Health Plan as provided herein, such
amounts will not be reduced whether or not you obtain 



10





 




other
employment. The Company will not be liable to you for any damages for breach of this Agreement arising out of the termination of your employment other than for amounts payable under  Sections 3(e),
4 or 5, which amounts will be payable
subject to the terms and conditions set forth therein. The Company will be entitled to seek damages from you for any breach of Section 7 or  8 by you
or for your criminal misconduct. 


        (d)   Release and Other Agreements. Notwithstanding any other provision in this Agreement to the contrary, as a condition to
receiving the benefits described in this Agreement, upon any termination of your employment hereunder you hereby agree to execute (and not revoke) a release in substantially the form attached hereto
as Exhibit A (the "Release") and such other documents and agreements as required by the Company, in the form and pursuant to the procedures
reasonably established by the Company. For purposes of this Agreement, the Release will be considered to have been executed by you if it is signed by your legal representative in the case of your
legal incompetence or on behalf of your estate in the case of your death. Upon your execution and delivery of the Release, the Company will also promptly execute and deliver the Release. 




        7.     Confidential Information.



        (a)   You
acknowledge that the Company has trade, business and financial secrets and other confidential and proprietary information regarding the Company and its business, in
whatever form, tangible or intangible (collectively, the "Confidential Information"), and that during the course of your employment
with the Company you have received, will receive or will contribute to the Confidential Information. Confidential Information includes sales materials, technical information, processes and
compilations of information, records, specifications and information concerning customers, prospective customers or vendors, customer and prospective customer lists, and information regarding methods
of doing business. However, Confidential Information does not include information that (i) is obtained by you from a source other than the Company or its affiliates who is not under a duty of
non-disclosure to the Company or such affiliate or (ii) becomes generally available to the public other than through disclosure by you in violation of the provisions of this
Agreement. 


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


        (c)   During
and following your employment by the Company, you will hold in confidence and will not directly or indirectly disclose, use, copy, make lists of, or make
available to others any Confidential Information except in the good faith performance of your duties to the Company or to the extent authorized in writing by the Board or 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 compel disclosure) of any and all attempts to
compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice within one (1) business day after you are informed that such disclosure is
being or will be compelled. 


        (d)   You
further agree not to use any Confidential Information for the benefit of any person or entity other than the Company. 


        (e)   Upon
termination of your employment, you agree that all Confidential Information and other files, documents, materials and other repositories containing information
concerning the Company or the business of the Company (including all copies thereof) in your possession, custody 



11





 




or
control, whether prepared by you or others, will remain with or be returned to the Company promptly (within twenty-four (24) hours) after the date of such termination. 


        (f)    Notwithstanding
anything 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 tax
structure of the transactions contemplated in this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to you relating to such tax treatment and tax
structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal income tax treatment of the transactions contemplated in this Agreement and does not include information
relating to the identity of the parties hereto. 




        8.     Non-Competition; Non-Solicitation.



        (a)   You
acknowledge and agree that your use of Confidential Information and our lists of, and information concerning, customers and prospective customers in the conduct of
business on behalf of a competitor of the Company would constitute unfair competition with the Company and would adversely affect the business goodwill of the Company. Accordingly, as a material
inducement to the Company to enter into this Agreement; to protect the Company's Confidential Information, including lists of, and information concerning, customers and prospective customers of the
Company, that may be disclosed or entrusted to you (the disclosure of which by you in violation of this Agreement would adversely affect the business goodwill of the Company), the business goodwill of
the Company that may be developed in you and the business opportunities that may be disclosed or entrusted to you by the Company; in consideration for the compensation and other benefits payable
hereunder to you, for the benefits to you of having access to Confidential Information, including lists of, and information concerning, customers and prospective customers of the Company, during the
Employment Period (the disclosure of which by you in violation of this Agreement would adversely affect the business goodwill of the Company); and for other good and valuable consideration, you hereby
covenant and agree that, during the Term of Non-Competition, you will not directly or indirectly, individually or as an officer, director, manager, employee, shareholder, consultant,
contractor, partner, member, joint venturer, agent, equity owner or in any capacity whatsoever: 



          (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 or
provision of Competing Services to, a Competing Business operating in the Geographic Area; 


         (ii)  recruit,
hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any person who, at any time during the twelve (12) month period
ending on the date of termination, was an employee of the Company; provided, that you may hire any person that served as an administrative or clerical employee at the time their employment with the
Company terminates so long as you do not recruit, contact or solicit such employee; 



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


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





        Notwithstanding
the foregoing, the Company agrees that you may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business
so long as you do not otherwise participate in such competing business in any way prohibited by this Section. 


12





 

        (b)   You
acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section are reasonable in nature
and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business
interests of the Company, and also that the enforcement of such covenants would not cause you any undue hardship or unreasonably interfere with your ability to earn a livelihood. If you violate the
covenants and restrictions in this Section and the Company brings legal action for injunctive or other equitable relief, you agree that the Company will not be deprived of the benefit of the full
period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, you agree that the provisions in 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 this Agreement: 



          (i)  "Competing Business" means a business that competes in any material respect with the business, or any line of business,
engaged in by the Company or any of its Subsidiaries (A) at the time in question in respect of the Term of Non-Competition occurring prior to the date of termination of your
employment and (B) as of the date of termination of your employment in respect of the Term of Non-Competition occurring on and after the date of termination of your employment. 



         (ii)  "Competing Services" means services that, if provided to a business other than a Competing Business, would constitute
the conduct of a Competing Business. 


        (iii)  "Geographic Area" means the geographic area in which the Company or any of its Subsidiaries engages in its respective
business or any line of its business (A) at the time in question in respect of the Term of Non-Competition occurring prior to the date of termination of your employment and
(B) as of the date of termination of your employment in respect of the Term of Non-Competition occurring on and after the date of termination of your employment. 



        (iv)  "Term of Non-Competition" means the period of time beginning on the date hereof and continuing until
5:00 p.m., Dallas, Texas time, on: 



        (A)  the
date of termination if your employment is terminated (1) by the Company for any reason other than Cause, (2) by you for Good Reason, (3) due to
a Non-Renewal election by you prior to a Change in Control or after the second anniversary of such Change in Control, or (4) due to a Non-Renewal election made by the
Company at any time, or 


        (B)  the
date that is twelve (12) months after the date of termination if your employment is terminated (1) by the Company for Cause, (2) by you for any
reason other than Good Reason (including a termination by you contemplated in Section 5(e)), or (3) due to any Non-Renewal
election made by you after a Change in Control and on or before the second anniversary of such Change in Control. 





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



13





 

        9.     Gross-Up for Certain Taxes. If any of the payments or benefits due to you under this
Agreement would otherwise result in your liability for any excise taxes pursuant to Internal Revenue Code ("Code") Section 4999 ("Excise Tax")
(whether at the time of payment or upon a later IRS audit), the Company and you agree to use commercially reasonable efforts to restructure, in a manner reasonably acceptable to the Company and you,
such payments or benefits due to you so that such Excise Tax is eliminated or minimized to the extent permitted by applicable law; provided, however, that, without creating any implication as to
whether or not, under all the circumstances it would be unreasonable for you to refuse to defer receipt for a shorter period, the Company agrees that, regardless of the circumstances, it shall not be
unreasonable for you to refuse to defer receipt of a material portion of the payments or benefits due to you under this Section 9 for more than
six months after the date on which such payments or benefits would otherwise become due to you under this Agreement. If, despite the use of commercially reasonable efforts, the Company and you are
unable either to agree on any such restructuring or to restructure the payments or benefits due to you under this Agreement to eliminate such Excise Tax, the Company will reimburse you for the amount
of such Excise Tax plus all federal, state and local taxes applicable to the Company's payment of such Excise Taxes, including any additional taxes due under Section 4999 of the Code with
respect to payments made pursuant to this provision. Calculations for these purposes will assume the highest marginal rate for individuals applicable at the time of calculation. The intent of this  Section 9 is that the Company will pay you an additional amount (the "Gross-Up
Payment") such that the net amount retained by you after deduction of (i) any Excise Tax imposed on any such payment or benefit; and (ii) any excise tax, federal,
state or local income, payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the amount of such payment or benefit reduced by all applicable taxes on such amount other
than the Excise Tax. 


        10.   Successors; Binding Agreement.



        (a)   This
Agreement may not be assigned by you other than by will or by the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable
by your personal and legal representatives, executors, administrators, heirs, distributees, devisees and legatees. This Agreement will inure to the benefit of and be binding upon the Company and its
successors and assigns. 


        (b)   The
Company will require any successor to all or substantially all of the business and/or assets of the Company, by a written agreement in form and substance reasonably
satisfactory to you, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession will be considered grounds for you to terminate your employment for Good Reason, and if you do
so terminate your employment, you will be entitled to compensation from the Company in the same amount and on the same terms as you would be entitled to pursuant to  Section 5 if you terminated your
employment for Good Reason thereunder after, but before the second anniversary of, a Change in Control. As used
in this Agreement and after any such succession, "Company" will mean the Company as hereinbefore defined and any successor and/or assigns which assumes and agrees to perform this Agreement by
operation of law, or otherwise. 




        11.   Miscellaneous.



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


        (b)   Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement will be in
writing and will be deemed to have been duly given when (i) delivered personally; (ii) sent by facsimile or similar electronic device and confirmed; (iii) delivered by overnight
express; or (iv) if sent by any other means, upon receipt. Any notice or 



14





 




other
communication shall be delivered to the address set forth below the Company's or your signature hereto, as applicable, or to such other address as either party will have furnished to the other
in writing in accordance herewith. 


        (c)   Severability. Except as otherwise provided in Section 8(d), if any
provision of this Agreement is held to be illegal, invalid or unenforceable, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a
portion of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement. Furthermore, except as otherwise provided in Section 8(d), in lieu of such illegal, invalid or unenforceable
provision there will be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and
enforceable. 


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



        (e)   No Waiver. Except as expressly set forth in this Agreement, 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 will be deemed a waiver of similar or dissimilar provisions or conditions at any
time. 


        (f)    Equitable and Other Relief. You acknowledge that money damages would be both incalculable and an insufficient remedy for
a breach of Section 7 or 8 by you and that any such breach would cause the Company irreparable
harm. Accordingly, the Company, in addition to any other remedies at law or in equity it may have, will be entitled, without the requirement of posting of bond or other security, to equitable relief,
including injunctive relief and specific performance, in connection with a breach of Section 7 or  8 by you. The parties agree that the only
circumstances in which disputes between them will not be subject exclusively to arbitration pursuant to the
provisions in Section 11(h) are in connection with a breach of Section 7 or  8 by you. If the
Company files a pleading with a court seeking immediate injunctive relief and this pleading is challenged by you and injunctive relief
sought is not awarded, the Company will pay all of your costs and attorneys' fees. The parties consent to venue in Dallas County, Texas and to the exclusive jurisdiction of competent state courts or
federal courts in the state or district in Dallas County, Texas for all litigation which may be brought, subject to the requirement for arbitration hereunder, with respect to the terms of, and the
transactions and relationships contemplated by, this Agreement. 


        (g)   Entire Agreement. The provisions of this Agreement constitute the entire and complete understanding and agreement between
the parties with respect to the subject matter hereof. 


        (h)   Arbitration. Except as otherwise provided in Section 11(f), in the
event any claim, demand, cause of action, dispute, controversy or other matter in question ("Claim") arises out of this Agreement (or its termination)
or your employment (or termination of employment) by the Company or its Subsidiaries, then, upon the written request of you or us, such dispute or controversy will be submitted to binding arbitration.
Any arbitration will be conducted in accordance with the Federal Arbitration Act ("FAA") and, to the extent an issue is not addressed by the FAA or the
FAA does not apply, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association
("AAA") or other rules of the AAA as applicable to the claims asserted. The results of arbitration will be binding and 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 reasonable attorneys fees,
reasonable costs and other reasonable expenses pertaining to the 



15





 




arbitration.
All proceedings conducted pursuant to this Section 11(h) will be kept confidential by all parties. THE
ARBITRATORS SHALL HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OF DAMAGES). REGARDLESS OF
WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, YOU AND THE COMPANY EACH HEREBY WAIVE THE RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIMS. YOU AND THE COMPANY
ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT YOU AND THE COMPANY ARE WAIVING ANY RIGHT THAT YOU OR THE COMPANY MAY HAVE TO A JURY TRIAL OR, OTHER THAN AS EXPRESSLY PROVIDED BY  SECTION 11(f),
A TRIAL BEFORE A JUDGE IN CONNECTION WITH, OR RELATING TO, A CLAIM. 



        (i)    Survival. Sections 3(e),  4, 5, 6,  7, 8, 9,  10 and 11 of this Agreement will survive the termination of this Agreement. 


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


        (k)   Amendments. This Agreement may not be amended or modified at any time except by a written 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 counsel regarding it, have not acted in reliance upon any representations or promises made by the Company not contained herein, and have entered into this Agreement
freely. 


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




        By
signing and countersigning this Agreement in the appropriate space set forth below, we and you have agreed to be bound by the terms and conditions set forth herein, effective as of
October 17, 2003. 



	 	Sincerely,
	

 	
TRAMMELL CROW COMPANY,

a Delaware corporation
	

 	

By:	
 	

/s/  ROBERT E. SULENTIC      






	 	Name:	 	Robert E. Sulentic

	 	Title:	 	President and Chief Executive Officer






	

 	

Address:	
 	

Trammell Crow Company

2001 Ross Avenue, Suite 3400

Dallas, Texas 75201

Attention: General Counsel

Telephone: (214) 863-3000

Fax: (214) 863-3125




16





 

ACKNOWLEDGED
AND AGREED BY EXECUTIVE: 



	/s/  JAMES R. GROCH      
 Name: James R. Groch
	

Address:	
 	

[XXXXXXXX]

[XXXXXXXX]

Telephone: (XXX) XXX-XXXX

Fax: (XXX) XXX-XXXX




17









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Exhibit 10.4