exv10w10



 





Exhibit 10.10




EMPLOYMENT AGREEMENT





     THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is
made and entered into as of this 5th day of February, 2007 by and between Nancy Goodson (“Executive”) and HFF, Inc., a Delaware Corporation
(the “Company”).



WITNESSETH:





     WHEREAS, HFF Holdings LLC, a Delaware limited liability company (“HFF Holdings”) is party to
that certain Sale and Merger Agreement, dated as of January 30, 2007, among HFF Holdings, the
Company, and the other parties thereto (the “Sale and Merger Agreement”), pursuant to which the
Company will acquire 100% of HFF Partnership Holdings LLC, a Delaware limited liability company
(“Holdco”) (through its wholly-owned subsidiary, Holliday GP Corp. (the “General Partner”), which
is the current general partner of Holliday Fenoglio Fowler, L.P., a Texas limited partnership (“HFF
LP”)).




     WHEREAS, conditioned upon the closing of the transactions contemplated by the Sale and Merger
Agreement (the “Closing”) and the effectiveness of a Registration Statement on Form S-1 registering
the Company’s Class A common stock (the “Registration Statement”), the Company desires to continue
the employ of Executive, and Executive desires to continue to be employed by the Company, under the
terms specified in this Agreement.




     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:


1. Employment. Provided that the Closing occurs and the Registration Statement becomes
effective, the Company agrees, during the Term (as defined in Section 2 below), to employ Executive
as an employee of the Company and Executive agrees to accept such employment, upon the terms and
conditions hereinafter set forth.



2. Term. Subject to earlier expiration under Section 6 below, Executive’s employment by
the Company hereunder shall be for a term commencing on the date that of the Closing (the
“Effective Date”) and expiring on the close of business on the second anniversary of the Effective
Date (the “Term”); provided that such Term is not extended in accordance with the next following
sentence. The Term shall automatically be extended for an additional one year period on each
anniversary of the Effective Date unless, not later than 120 days prior to any such anniversary,
either party to this Agreement shall have given notice to the other that the Term shall not be
extended or further extended beyond its then automatically extended term, if any. The effective
date of the termination of Executive’s employment hereunder, regardless of the reason therefor, is
referred to in this Agreement as the “Date of Termination.” Notwithstanding the foregoing, the
provisions contained in Section 7 (Non-Disclosure), Section 8 (Non-Disparagement) and Section 9
(Enforcement; Remedies and Forfeitures) shall survive and continue after the Term.



3. Duties and Responsibilities.




          (a) Positions. During the Term, Executive shall serve as the Chief Operating Officer
(the “COO”) of the Company.




 









 








          (b) Duties and Responsibilities. Executive shall render service as the COO primarily
in the Company’s Houston, Texas office. Executive’s primary duties and obligations hereunder shall
be as directed from time to time by the Chief Executive Officer of the Company (the “CEO”). In
furtherance of the foregoing, during the Term, Executive shall devote substantially all of her
business time to carrying out such duties.




          (c) Time Commitment. Executive’s employment by the Company shall be full-time and
exclusive and, during the Term, Executive agrees that she shall (i) devote substantially all of her
business time and attention, her best efforts, and all her skill and ability to promote the
interests of the Company and its affiliates, and (ii) carry out her duties in a competent and
professional manner. Notwithstanding the foregoing, subject to the terms of Section 3(b), Executive
shall be permitted to (A) engage in charitable and civic activities, and (B) manage her personal
passive investments which are (1) investments that are not similar or related to the kinds of
investments entered into by Company or its affiliates, and (2) are fully disclosed to the CEO and
are approved in writing by the CEO prior to such investment.



4. Compensation.




          (a) Salary. During the Term, as compensation for her services hereunder and in
consideration of the obligations contained herein, during the Term the Company shall pay Executive,
in accordance with its normal payroll practice an annual salary of $200,000 (the “Base Salary”).
During the Term, the Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”) in consultation with the CEO shall review the Base Salary annually and may, in the
Compensation Committee’s sole discretion, increase (but not decrease) the Base Salary.




          (b) Cash Bonus. During the Term, Executive shall be eligible to receive an annual
cash bonus of up to 50% of her Base Salary, as determined by the Compensation Committee (the
“Bonus”), which shall be payable based upon Executive’s individual achievement of pre-determined
financial or strategic performance goals established by the Company from time to time, in its sole
and absolute discretion.




          (c) Long-Term Incentive Compensation. On the Effective Date, subject to the terms and
conditions of the HFF, Inc. 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and the
applicable award agreement with Executive under the Omnibus Plan (the “Award Agreement”), the
Company shall grant to Executive Restricted Stock Units (the “RSUs”) based upon the Company’s Class
A common stock (“Common Stock”) with an aggregate fair market value on the date of grant of
$300,000. Subject to the terms of the Omnibus Plan, the Award Agreement, and as otherwise provided
herein, the RSUs granted hereunder shall vest as follows, provided that the Executive must be
employed by the Company on the relevant vesting date: (i) 25% of the RSUs will vest on the second
anniversary of the Effective Date, and (ii) an additional 25% of the RSUs will vest on each of the
third, fourth and fifth anniversaries of the Effective Date. Shares of stock will be delivered to
the Executive immediately following the applicable vesting date.



5. Expenses; Fringe Benefits.




          (a) Expense Reimbursement. During the Term, the Company agrees to reimburse Executive
for all reasonable, ordinary, necessary and documented business expenses incurred in the




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performance of services hereunder in accordance with the policies of the Company as from time
to time in effect. Executive, as a condition precedent to obtaining such payment or reimbursement,
shall provide to the Company any and all statements, bills or receipts evidencing the travel or
out-of-pocket expenses for which Executive seeks payment or reimbursement, and any other
information or materials, as the Company may from time to time reasonably request.




          (b) Benefits. During the Term, Executive shall be provided with the welfare benefits
and other fringe benefits to the same extent and on the same terms as those benefits are provided
by the Company from time to time to the Company’s other similarly-situated employees. Executive
shall be entitled to elect to participate in any of Company’s standard benefit plans according to
their terms. These plans may be modified or terminated from time-to-time by Company in accordance
with the terms thereof. The written plan documents shall govern any questions of eligibility,
coverage, duration of coverage, or other details of the plans.



6. Termination.




          (a) Termination. Executive’s employment may be terminated at any time and for any
reason by the Company or Executive (including but not limited to death or Disability (as defined
below)).




          (b) Termination for without Cause or by Executive with Good Reason. During the Term
only, if Executive’s employment is terminated by the Company without Cause (as defined below) or by
Executive with Good Reason (as defined below) (a “Qualifying Termination”), upon execution of a
release of claims in favor the Company and other Company Entities (as defined below) in a form and
manner acceptable to the Company, Executive shall receive: (i) all earned, unpaid Base Salary and
Bonus earned with respect to a prior year; (ii) the benefits provided solely in accordance with the
applicable terms of the Company’s employee benefit plans and programs, including, but not limited
to, the Omnibus Plan (including the change in control provisions thereof, as applicable), except to
the extent specifically provided otherwise in clauses (v) and (vi) of this Section 6(b); (iii)
continuation of Executive’s Base Salary in accordance with the Company’s regular payroll schedule
for a period of twelve months beginning on the Date of Termination (the “Severance Period”); (iv)
continuation of group health plan benefits at the no cost to the Executive during the Severance
Period; (v) 50% of the Executive’s unvested RSUs, if any, and 50% of unvested options awarded under
Omnibus Plan (“Options”), if any, as of the date of the Qualifying Termination shall become vested
on the date of the Qualifying Termination; and (vi) Executive shall have 90 days to exercise her
vested Options, if any. Any unvested RSUs or Options are forfeited.




          (c) Termination for Any Other Reason. During the Term only, if Executive’s employment
is terminated for any reason other than those specified in Section 6(b), including, but not limited
to, a termination by the Company with Cause, by Executive without Good Reason, due to death or
Disability, or expiration of the Term hereunder (whether or not at the election of the Company or
the Executive), Executive shall only be entitled to receive: (i) all earned, unpaid Base Salary;
(ii) the benefits provided solely in accordance with the applicable terms of the Company’s employee
benefit plans and programs, including, but not limited to, the Omnibus Plan (including the change
in control provisions thereof, as applicable), except to the extent specifically provided otherwise
in clause (iii) of this Section 6(c); and, (iii)(A) in the event of a voluntary termination by the
Executive without Good Reason, all vested Options must be exercised within 30 days of such
termination, (B) in the event of a




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termination by the Company for Cause, all Options (whether or not vested) will immediately
expire, and (C) in the event of a termination due to death or Disability, the Executive or her
beneficiary, as applicable, must exercise all vested stock Options within 1 year of the date of
such termination. Any unvested RSUs and Options will immediately expire.




          (d) Definitions.




               (i) For purposes of this Agreement, “Cause” shall mean, in each case as determined by the
Compensation Committee in consultation with the CEO:



                    (A) gross misconduct or gross negligence in the performance of Executive’s duties as an
employee of the Company;



                    (B) conviction or pleading nolo contendere to a felony or a crime involving moral turpitude;



                    (C) significant nonperformance or misperformance of Executive’s duties as an employee of the
Company;



                    (D) material violation of policies and procedures established by the Company (including, but
not limited to, material violations of policies concerning disclosure of confidential information,
sexual harassment, and travel and entertainment reimbursement); or



                    (E) material violation of this Agreement.




Notwithstanding the foregoing, except with respect to (B), Cause shall exist only after the Company
gives Executive written notice of the circumstances giving rise to Cause (“Cause Notice”) and an
opportunity to remedy such circumstances that have given rise to Cause within thirty (30) days of
such Cause Notice to the reasonable satisfaction of the Compensation Committee in consultation with
the CEO.



               (ii) For purposes of this Agreement, “Disability” shall mean Executive’s inability to continue
to render services to the Company by reason of a permanent physical or mental disability, as
determined by a medical physician selected in good faith by Compensation Committee in consultation
with the CEO.



               (iii) For purposes of this Agreement, “Good Reason” shall mean:



                    (A) a significant reduction in the duties, authorities of responsibilities of Executive;



                    (B) a reduction in Executive’s Base Salary without Executive’s consent;



                    (C) a reduction in Executive’s Target Bonus opportunity;



                    (D) a change in the location of Executive’s principal place of employment by more than
twenty-five (25) miles from its location as of the Effective Date; or



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                    (E) a material violation of this Agreement.




Notwithstanding the foregoing, except with respect to (D), Good Reason shall exist only after
Executive gives the Company written notice of the circumstances giving rise to Good Reason (“Good
Reason Notice”) within thirty (30) days of the occurrence of the circumstances giving rise to Good
Reason and the Company has an opportunity to remedy such circumstances within thirty (30) days of
such Good Reason to the reasonable satisfaction of Executive.


7. Non-Disclosure.




          (a) Executive acknowledges that, by reason of her employment with the Company, Executive has
been and will be given access to, has developed and will develop, and has and will become informed
of, confidential or proprietary information (whether or not in writing, and whether or not
developed by Executive) concerning the Company’s and other Company Entities’ prior, current or
contemplated businesses, products, services, plans and strategies, business relationships,
employees, Clients (as defined below), Prospective Clients (as defined below), prospects and
financial affairs, which is not generally known to the public or in the trade, is a competitive
asset, constitutes trade secrets (as defined under applicable law) or the disclosure of which would
reasonably be expected to result in a competitive disadvantage to the Company or any of the Company
Entities (collectively “Confidential Information”). By way of illustration, but without
limitation, Confidential Information includes: (i) corporate information, including plans,
strategies, developments, policies, resolutions, negotiations or litigation; (ii) marketing
information, including strategies, methods, planning data, customers, clients, prospects, mailing
lists, customer and client lists, referral sources and information, vendor lists, suppliers,
supplier lists, market analyses or projections, financial information, reports or forecasts; (iii)
financial information, including cost and performance data, financial results and information about
the business condition of the Company Entities, debt arrangement, equity or financing structure,
investors and holdings, purchasing, sales data, and pricing or cost data and information; (iv)
operational and technological information, including plans, manuals, forms, templates, intellectual
property, inventions, software, software code, software-related documents, innovations,
improvements, designs, research, developments, procedures, formulas, and product specifications;
(v) personnel information, including personnel lists, reporting or organizational structure,
personnel data, contact information, and compensation structure; and (vi) Client information,
including contact information, Client confidential and investment or property related information,
pricing data, operations and conditions (financial or otherwise), data, investment methods,
strategies and preferences, need for and use of the Company’s or other Company Entities’ products
or services, the fact they are doing or have done business with the Company or any of the Company
Entities, the nature, extent and particulars of such business dealings, and such other information
provided to the Company or other Company Entities by its Clients under obligations of
confidentiality. Notwithstanding anything herein to the contrary, “Confidential Information” shall
not include (i) information that is or hereafter becomes generally available to the public (other
than by reason of violation of this Agreement), (ii) the general skills and experience gained
during Executive’s work with the Company or Company Entities which Executive could reasonably have
been expected to acquire in similar work with another company, or (iii) contact information, lists
(including but not limited to internal mailing lists) and other similar materials related to
customers, clients, suppliers, or prospects that either (A) Executive acquired prior to employment
by the Company or (B) Executive acquired or developed as a result of Executive’s own business
generation efforts.




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          (b) Executive shall at all times during and after her employment hold all such Confidential
Information in trust and confidence for the Company and the other Company Entities and shall not,
directly or indirectly, use or disclose any such Confidential Information except as necessary for
use in the regular course of Executive’s duties for and business of the Company or the other
Company Entities; provided that Executive shall have the right to disclose Confidential Information
in response to a governmental inquiry, including a tax audit or a judicial subpoena.




          (c) Executive agrees that all written materials (including, but not limited to,
correspondence, memoranda, manuals, notes and notebooks) and all computer software, computer files
and data, models, mechanisms, devices, drawings or plans to which Executive may have access
(whether or not written or prepared by Executive) constituting or containing Confidential
Information (the “Company Materials”) shall be and remain the sole property of the Company, and
Executive will use all reasonable precautions to assure that all such Company Materials are
properly protected and kept from unauthorized persons, use or disclosure due to any action or
inaction of Executive. Notwithstanding anything herein to the contrary, materials related to
matters and information that was acquired or developed prior to commencing employment with the
Company shall not be Company Materials and shall not constitute Confidential Information for any
purpose hereunder. Executive further agrees to deliver the same, including all copies, promptly to
the Company on the Date of Termination, or at any time that the Company may request. In the event
Executive is uncertain whether any given material or information is, constitutes or contains
Confidential Information, Executive agrees to consult the General Partner for resolution.




          (d) For purposes of this Agreement, “Client” shall mean any individual or business entity (a
“Person”) with which the Company and/or the other Company Entities conduct business and
“Prospective Clients” shall mean any Person with which the Company and/or the other Company
Entities was or were in active business discussions or negotiations at any time during the six
month period preceding the Termination Date.



8. Non-Disparagement.




          (a) Except as compelled by law, judicial process or governmental inquiry or audit, Executive
agrees that she shall not disparage the Company or HFF Holdings, the General Partner, Holdco, HFF
Securities, LP, a Delaware Limited Partnership, the Company and their affiliates and their related
entities (the “Company Entities”). For purposes of this Section 8(a), the term “disparage” means
knowingly making comments or statements to third parties, including the press, media or to any
Client, Prospective Client or any other Person with whom the Company or any of the Company Entities
has or, to the knowledge of Executive, is actively seeking a business or professional relationship,
that would have a material adverse impact on the business or business reputation of the Company or
any of the Company Entities, or, to the extent related to the business of the Company or any of the
Company Entities, any employees, officers, principals, owners, partners, members, directors,
agents, employees, consultants, contractors and/or trustees thereof.




          (b) Except as compelled by law, judicial process or governmental inquiry or audit, the Company
and the Company Entities (and any employees, officers, principals, owners, partners, members,
directors, agents, employees, consultants, contractors and/or trustees thereof) agree that each
shall not disparage Executive. For purposes of this Section 8(b), the term “disparage” means
knowingly making comments or statements to third parties, including the press, media or to any
Client, Prospective




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Client or any other Person with whom Executive has or, to the knowledge of the Company or the
applicable Company Entity, is seeking a business or professional relationship, that would have a
material adverse impact on the business or business reputation of Executive.



9. Enforcement; Remedies and Forfeitures.




          (a) Executive acknowledges and agrees that her breach of this Agreement will result in
immediate and irreparable harm to the Company Entities. Executive further acknowledges and agrees
that the remedy at law available for any such breach would be inadequate and that damages flowing
from such a breach may not readily be susceptible to being measured or ascertained in monetary
terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other
rights or remedies which the Company Entities may have at law, in equity or under any agreement,
the Company Entities, without proof of actual damage, will be entitled to immediate injunctive
relief and may obtain a temporary or permanent injunction or order restraining any threatened or
further breach.




          (b) Executive acknowledges and agrees that the provisions of this Agreement are necessary and
reasonable to protect the Company Entities in the conduct of their business, their Client
relationships, their goodwill, and Confidential Information.




          (c) Executive also acknowledges and agrees that her experience, background and skills are such
that she is able to obtain employment on reasonable terms and conditions without violation of the
restrictive covenants contained herein and that such restrictive covenants will not pose any undue
hardship to Executive.




          (d) Executive and the Company expressly acknowledge and agree that the Company Entities are
intended to be beneficiaries of the rights of the Company and the obligations of Executive
hereunder and shall be entitled in its/their own name to bring actions at law or in equity to
enforce the provisions of this Agreement.



10. Severability and Judicial Reformation/Partial Enforcement. Each term, provision,
covenant and restriction in this Agreement is intended to be severable. If a court of competent
jurisdiction shall determine that any term, provision, covenant or restriction of this Agreement is
overbroad, unreasonable, invalid, void, unenforceable or against public policy, then, (i) if such
term, provision, covenant or restriction is found to be overbroad, unreasonable, invalid, void,
unenforceable or against public policy because of the duration, scope of activities restricted, or
geographic scope set forth in this Agreement, or for any other reason, the parties hereto agree
that the duration, scope of activities restricted, or geographical scope, as the case may be, or
any other provision hereof, shall be reduced, reformed or modified (and enforced as so reduced,
reformed or modified) so that such term, provision, covenant and restriction is enforceable and
enforced to the maximum extent permitted by applicable law; and (ii) the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.



11. Enforceability. The failure of any party at any time to require performance by another
party of any provision hereunder shall in no way affect the right of that party thereafter to
enforce the same, nor shall it affect any other party’s right to enforce the same, or to enforce
any of the other provisions in this Agreement; nor shall the waiver by any party of the breach of
any provision hereof be taken or held to be a waiver of any subsequent breach of such provision or
as a waiver of the provision itself.




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12. Assignment. This Agreement shall not be assignable by Executive. This Agreement, and
the rights of the Company and the other Company Entities hereunder, shall be freely assignable by
the Company to any successor entity or other Person that acquires in any manner (including, but not
limited to, by merger, acquisition, asset sale and/or public offering) all or substantially all of
the business, assets, or interests of the Company or any other Company Entity; and shall survive
and remain enforceable after any such transaction. Executive hereby expressly consents to any such
assignment and acknowledges that no further consent by her to such assignment shall be necessary
hereafter to effectuate such assignment. Executive further acknowledges that her obligations and
covenants under this Agreement and the rights of the Company or any other Company Entity are for
the benefit of, and protect the business interests of the Company and the other Company Entities,
and their respective successors and assigns.



13. Modification. Except as otherwise expressly permitted herein, no change, modification,
or waiver of any term or condition in this Agreement shall be valid or binding upon the Company or
Executive unless such change, modification, or waiver is in writing, signed by the Company and
Executive, or, in the case of a waiver, by the party waiving compliance, and specifically states
that it modifies this Agreement.



14. Severability; Survival. In the event any provision or portion of this Agreement is
determined to be invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as
though the invalid or unenforceable part had been severed and deleted or reformed to be
enforceable. The respective rights and obligations of the parties hereunder shall survive the Term
and the termination of Executive’s employment to the extent necessary to the intended preservation
of such rights and obligations.



15. Notice. Any notice, request, instruction or other document to be given hereunder by
any party hereto to another party shall be in writing and shall be deemed effective (a) upon
personal delivery, if delivered by hand, or (b) three days after the date of deposit in the mails,
postage prepaid if mailed by certified or registered mail, or (c) on the next business day, if sent
by prepaid overnight courier service or facsimile transmission (if electronically confirmed), and
in each case, addressed as follows:



If to Executive:



Nancy Goodson

c/o HFF, Inc.

One Oxford Centre

301 Grant Street, Suite 600

Pittsburgh, PA 15219

Fax: (412) 281-8714


If to the Company:



HFF, Inc.

One Oxford Centre

301 Grant Street, Suite 600

Pittsburgh, PA 15219

Attn.: Mr. John H. Pelusi, Jr.

Fax: (412) 281-8714




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with a copy to:



Dechert LLP

30 Rockefeller Plaza

New York, New York 10112

Attn.: Stephen W. Skonieczny, Esq.

Fax: (212) 698-3524.





Any party may change the address to which notices are to be sent by giving notice of such change of
address to the other party in the manner herein provided for giving notice.


16. Applicable Law. The interpretation and construction of this Agreement, and all matters
relating hereto, shall be governed by the laws of the State of Delaware without reference to its
conflict of laws provisions.



17. No Conflict. Executive represents and warrants that she is not subject to any
agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of
any character, which would prevent her from entering into this Agreement or which would be breached
by Executive upon her performance of her duties pursuant to this Agreement. Executive hereby
indemnifies and holds harmless the Company, the Company Entities, and their respective officers,
members, partners and employees against any and all claims, losses, costs, expenses and liabilities
related to any matters in which Executive was involved in or which arise from any previous
employment or other activity for which Executive was remunerated in any manner.



18. Entire Agreement. This Agreement represents the entire agreement between the Company
and Executive with respect to the employment of Executive by the Company, and all prior agreements,
plans and arrangements whether or not in writing relating to the employment of Executive by the
Company are nullified and superseded hereby.



19. Arbitration.




          (a) The parties hereto agree that any dispute, controversy or claim arising out of, relating
to, or in connection with this Agreement (including, but not limited to, any claim regarding or
related to the interpretation, scope, effect, enforcement, termination, extension, breach,
legality, remedies and other aspects of this Agreement or the conduct and communications of the
parties regarding this Agreement and the subject matter of this Agreement) shall be settled by
arbitration at the offices of the Company for binding arbitration in Houston, Texas by a single
arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy.
All awards of the arbitrator shall be binding and non-appealable. Judgment upon the award of the
arbitrator may be entered in any court having jurisdiction. The arbitrator shall apply Delaware
law to the merits of any dispute or claims, without reference to any rules of conflicts of law that
might result in the application of any other state’s law. Notwithstanding the foregoing, no party
to this Agreement shall be precluded from applying to a proper court for injunctive relief by
reason of the prior or subsequent commencement of an arbitration proceeding as herein provided.
The prevailing party in any arbitration shall be entitled to receive its reasonable attorneys’ fees
and costs from the non-prevailing party as awarded by the arbitrator.




          (b) Executive has read and understands this Section 19 which discusses arbitration. Executive
understands that by signing this Agreement, Executive agrees to submit any claims arising out




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of, relating to, or in connection with this Agreement, or the interpretation, validity,
construction, performance, breach or termination thereof, or her employment or the termination
thereof, to binding arbitration, and that this arbitration provision constitutes a waiver of
Executive’s right to a jury trial and relates to the resolution of all disputes relating to all
aspects of the employer/employee relationship, including but not limited to the following:




               (i) Any and all claims for wrongful discharge of employment, breach of contract, both express
and implied; breach of the covenant of good faith and fair dealing, both express and implied;
negligent or intentional infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with contract or prospective economic
advantage; and defamation;



               (ii) Any and all claims for violation of any federal, state or municipal statute, including,
without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of
1991, as amended, the Equal Pay Act, as amended, Executive Retirement Income Security Act of 1974,
as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with
Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, and the
Fair Labor Standards Act, as amended; and



               (iii) Any and all claims arising out of any other federal, state or local laws or regulations
relating to employment or employment discrimination.


20. Contingent Effectiveness of the Agreement. This Agreement will become effective on the
Effective Date only upon the Closing and the effectiveness of the Registration Statement. If the
Closing does not occur or the Registration Statement does not become effective, then this Agreement
is void ab initio.



21. Headings. The headings contained in this Agreement are for reference purposes only,
and shall not affect the meaning or interpretation of this Agreement.



22. Withholding. The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant to any applicable
law or regulation.



23. Construction. Throughout this Agreement, unless the context clearly indicates
otherwise, the masculine gender includes the feminine and the singular includes the plural.




[SIGNATURE PAGE FOLLOWS]




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




	 	 	 	 	 	 	 
	 	 	HFF, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John H. Pelusi, Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	John H. Pelusi, Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Chief Executive Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 	 	
	 
	 	/s/
Nancy Goodson	 	 
	 	 	 	 	 
	 	 	Nancy Goodson	 	 







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