Exhibit 10.2





 


LONG-TERM
INCENTIVE PLAN


NONSTATUTORY
STOCK OPTION AGREEMENT


 


	
  To:

  	
   

  	
   

  	
  Date of Grant:

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  	
  Exercise Price Per Share:

  	
   

  



 


 


TRAMMELL
CROW COMPANY, a Delaware corporation (the “Corporation”), is pleased to make a
conditional grant to you of a Nonstatutory Option (the “Option”) to purchase
shares of the Corporation’s authorized common stock, par value $0.01 per
share.  This grant is conditioned upon
your delivery to the Corporation of a counterpart of this Nonstatutory Stock
Option Agreement, duly executed by you, 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 Option will be void, ab initio.  The number of shares subject to this Option
and the Exercise Price per share are stated above.  This Option is granted under Section 5 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 hereto as Exhibit
A, 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 the Agreement shall be deemed to be amended to comply
with the Plan.  Capitalized terms used in
this Agreement but not otherwise defined shall have the meanings ascribed to
them in the Plan.


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


1.     Vesting
and Exercisability.  (a) You
cannot exercise this Option and acquire Stock until your right to exercise has
vested.  Subject to the terms set forth
in Section 1(b) of this Agreement, this Option will vest and be exercisable at
the times and with respect to the number of shares of Stock indicated as
follows:


 


 


	
  Option Exercisable

  On and
  After

  	
   

  	
  Number of Shares of Stock 

  as to which the option may be exercised

  
	
   

  	
   

  	
   

  	
   

  	
  shares of stock

  
	
   

  	
   

  	
   

  	
   

  	
  Additional
  shares of stock

  
	
   

  	
   

  	
   

  	
   

  	
  Additional
  shares of stock

  
	
   

  	
   

  	
   

  	
   

  	
  Additional
  shares of stock

  



 


 


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This Option will vest on those
dates only if you have been an Eligible Individual continuously since the Date
of Grant through the vesting date.  You
may exercise your Option for vested portions at any time before the time the
Option terminates.  The termination time
is described in paragraph 3 hereof.


 


(b)     
Notwithstanding the terms and provisions set forth in Paragraphs 9.2 and
10.1 of the Plan, if your employment relationship with the Corporation and its
subsidiaries is terminated after, but within one year from, the occurrence of a
Change in Control and such termination is by the Corporation and is for any
reason other than Cause, then this Option will immediately become fully vested
and exercisable in full, including that portion of the Option that pursuant to
the terms and provisions of this Agreement had not yet become exercisable, and
this Option shall survive the termination of your employment and shall be
exercisable for a period of the lesser of (A) the remainder of the original
term of this Option or (B) one year following the date of such termination.


 


2.     Method of Exercise.  You may exercise your Option only by written
or recorded electronic notice delivered to the Corporation’s Human Resources
Department or designee, in accordance with instructions generally applicable to
all option holders, during the term of the Option.  The notice must:


 


(a)                                  State the number
of shares of Stock being purchased;


 


(b)                                 Be signed or
otherwise given by you (or by the person authorized by the Plan in case of your
death or Disability);


 


(c)                                  Be accompanied by
payment of the Exercise Price for all shares of Stock being purchased (unless
you have provided for payment through a brokerage firm or other means when the
Plan so permits); and


 


(d)                                 Be accompanied by
payment of the amount that the Corporation is required to withhold for federal
income or other tax purposes (unless you have provided for payment of those
taxes to the Corporation in another manner permitted under the Plan).


 


The Option will not be deemed
to have been exercised unless all of these requirements are satisfied.


 


3.     Duration.  The Option will terminate on the date seven
(7) years from the Date of Grant unless it terminates earlier according to any
of the provisions of the Plan or this Agreement.


 


4.     Incorporation of Plan.  This Option is subject to the Plan.  In the event of a difference between a
mandatory provision of the Plan and this Option, the Plan’s terms govern.  The terms and provisions of the
following paragraphs and sections of the Plan are hereby incorporated into this
Agreement:  5.5, 5.7, 5.8, 5.12, 9.1, 9.2
(subject to the provisions set forth in Paragraph 1(b) of this Agreement), 9.3,
10.1 (subject to the provisions set forth in Paragraph 1(b) of this Agreement),
10.3, 10.4, 10.5, 10.6, 10.7, 10.9, 10.10, 10.11, 10.14, 10.15, 10.16, 10.17,
10.18, 10.19, 10.20, 10.21, Section 11 and Section 12.


 


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5.     Right of Corporation to
Terminate Employment.  Nothing
contained in this Award shall (a) constitute a term of employment with the
Corporation or any Subsidiary, (b) confer upon you the right to continue in the
employ of the Corporation or any Subsidiary or (c) interfere in any way with
the rights of the Corporation or any Subsidiary to terminate your employment at
any time.


 


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


 


	
  Corporation
  or Committee: 

  	
   

  	
  Trammell
  Crow Company

  3400
  Trammell Crow Center

  2001
  Ross Avenue

  Dallas,
  Texas 75201

  AtteAttention: Human
  Resources

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
  At the Holder’s current
  address as shown in the 

  Corporation’s records.

  



 


7.     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 Option 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 date of grant.




	
   

  	
  TRAMMELL CROW COMPANY

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  ACKNOWLEDGED AND
  AGREED:

  
	
   

  
	
  [Name of
  Recipient]

  



 


 


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