Exhibit 10.3







LONG-TERM INCENTIVE PLAN


 


PERFORMANCE UNIT AWARD AGREEMENT


 


 


	
  To:

  	
   

  	
   

  	
   

  	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Performance Units:

  	
   

  	
   

  



 


 


Trammell
Crow Company, a Delaware corporation (the “Corporation”), is pleased to make a
conditional grant to you of an aggregate of ____________ performance units (“Performance
Units”).  This grant is conditioned upon
your delivery to the Corporation of an executed counterpart of this Performance
Unit Award Agreement (this “Agreement”), along with an executed Distribution
Election Form attached as Exhibit A,
no later than ______________.  If you do
not deliver an executed copy of this Agreement to the Corporation on or prior
to such date, the grant of the Performance Units will be void, ab initio.  Performance Units are granted under Section 8
of the Trammell Crow Company Long-Term Incentive Plan, which was adopted
effective as of August 22, 1997 (the “Plan”), a copy of which is attached as Exhibit
B, and which Plan is expressly incorporated herein and shall be applicable
for all purposes.  All terms of this
Agreement are governed by the Plan.  If
any provision of this Agreement conflicts with the expressly applicable terms
of the Plan, the provisions of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be deemed to be amended to comply
with the Plan.  Capitalized terms used in
this Agreement shall have the meanings given to them in the Plan unless
otherwise defined in this Agreement or unless the context requires otherwise.


This Agreement
sets forth the terms of the agreement between you and the Corporation with
respect to the Performance Units.  By
accepting this Agreement, you agree to be bound by all of the terms hereof.


1.             Grant.  Subject to the terms and conditions set forth
herein, the Corporation grants to you an Award (this “Award”) of _________
Performance Units.  The number of
Performance Units granted hereby is equal to _________ divided by _______ (the
Fair Market Value of a share of common stock (“Common Stock”) on the Date of Grant),
rounded up to the nearest whole number.


2.             Rights Represented by
Performance Unit.  Each
Performance Unit is a deferred, unfunded and unsecured contractual right to
receive either one share of Common Stock or cash in an amount equal to the Fair
Market Value of one share of Common Stock as of the distribution date.  The Performance Units shall be payable as set
forth herein.


3.             Dividends.  Whenever the Corporation shall pay any
dividends (other than in Common Stock) upon issued and outstanding Common Stock,
or shall make any distribution (other than in Common Stock) with respect
thereto, there shall be credited to you a number of additional Performance
Units equal the product obtained when the number of Performance Units held by
you under this Agreement at the time of payment is multiplied by a fraction,
the numerator of which is the fair value of the dividend paid per share of
Common Stock, and the denominator of which is the Fair Market Value of the
Common 


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Stock on the distribution date.  In the case of a
cash dividend or distribution, the “fair value” thereof shall be the amount of
such cash, and, in the case of any other dividend or
distribution, the “fair value” thereof shall be such amount as shall be
determined in good faith by the Committee. 
If the Corporation pays any dividend or distribution upon its issued and
outstanding Common Stock and such dividend or distribution is payable in
additional shares of such Common Stock, there shall be credited to you a number
of additional Performance Units equal to the product obtained when the number
of Performance Units held by you under this Agreement at the time of payment is
multiplied by the number of shares of Common Stock issued with respect to any single
share of Common Stock in connection with the dividend or distribution.


4.             Performance Period.  The period over which the performance of a
Performance Unit will be measured begins as of the Date of Grant and ends as of
the date of your final distribution of cash or shares of Common Stock, as the
case may be.


5.             Forfeiture.  The Performance Units are not subject to
forfeiture and are 100% vested as of the Date of Grant.


6.             Elections.  You hereby make the commencement of payment,
form of payment, and duration of payment elections set forth on Exhibit A hereto, which is hereby incorporated
by reference.  You are entitled to elect
to receive payment of your Performance Units (i) upon termination of employment
or service, or upon completion of a stated number of years or a date certain;
(ii) in cash or in shares of Common Stock; and (iii) in a single lump sum or in
annual installments of up to five years. 
You may elect to delay the commencement of payments scheduled to begin
in a specified year, or change the form of payment, by filing a revised
election form, as prescribed by the Committee, specifying the later year in
which the payment of the deferred sums shall commence, and/or the duration of
such payments; provided, that any such election must be made no later than
December 31 at least one (1) full calendar year prior to the date such
Performance Units would otherwise have become payable.  Unless otherwise approved by the Committee,
any change in the timing or duration of payment (such as from lump sum to installment)
must extend the length of the payments and may not accelerate them.  If installment payments are elected, the
amount of each installment payment shall be equal to the quotient obtained when
your remaining vested balance (and including increases in the value of any
remaining Performance Units) that is subject to such installment election (as
determined immediately prior to each such payment) is divided by the total
number of remaining installment payments.


7.             Irrevocability.  You understand and agree that any elections
made by you under this Agreement are irrevocable except as stated herein.


8.             Default Election.  If no election is made, you will be paid in a
single lump sum in shares of Common Stock upon termination of service.


9.             Board of Directors
Discretion. 
Notwithstanding the above, the Board of Directors or Committee reserves
the right to accelerate any payment or require the form of payment to be in
cash or Common Stock, regardless of your election to the contrary.


10.           Corporate Restructuring.  This Agreement shall not affect the right of
the Corporation or any parent or subsidiary thereof to reclassify, recapitalize
or otherwise change its capital or debt structure or to merge, consolidate,
convey any or all of its assets, dissolve, liquidate, windup or otherwise
reorganize.


11.           Reduced Distribution.  Notwithstanding any other provisions of this
Agreement to the contrary, you may at any time request the distribution of up
to 100% of your vested Performance Units. 
In the event you receive such a distribution, you will receive a portion
of your vested Performance Units equal 


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to 90% of the requested distribution, and the remaining 10% of
the requested distribution will be forfeited.


12.           Incorporation of Plan.  This Award is subject to the Plan.  In the event of a difference between a
mandatory provision of the Plan and this Award, the Plan’s terms govern.  The terms and provisions of the following
paragraphs and sections of the Plan are hereby incorporated into this
Agreement:  8.1, 8.4, 8.5, 9.1, 9.2,
10.3, 10.5, 10.6, 10.9, 10.10, 10.11, 10.14, 10.15, 10.18, 10.19, 10.20, 10.21,
Section 11 and Section 12.


13.           Notice.  Notices will be given and deemed delivered in
accordance with Paragraph 12.14 of the Plan. 
The Corporation, the Committee and you agree that any notices shall be
given to the Corporation or to you at the following addresses:


	
  Corporation or 

  Committee:

  	
   

  	
  Trammell Crow Company 

  2001 Ross Avenue, Suite 3400 

  Dallas, Texas 75201 

  Attn: Human Resources Department

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
  At
  your current address as shown in the Corporation’s records.

  



 


14.           Acknowledgment.  By executing this Agreement in the
appropriate space below, you acknowledge that you have been provided a copy of
the Plan, and that your rights under and with respect to the Performance Units
are and will continue to be subject to all of the terms and provisions of the
Plan and this Agreement.


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IN WITNESS WHEREOF, the
Corporation has caused this Agreement to be executed by its duly authorized
officer as of the Date of Grant first above written.


 


	
   

  	
  TRAMMELL CROW COMPANY

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


 


	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  



 


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