Exhibit 10.1





 


LONG-TERM
INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT


To:  _____________________               Date of Grant: 
_____________                   Number
of Shares:  _____


 


 


Trammell
Crow Company, a Delaware corporation (the “Corporation”), is pleased to make a
conditional grant to you of an aggregate of _______ shares (the “Restricted
Shares”) of the Corporation’s authorized common stock, par value $0.01 per
share (“Stock”).  This grant is
conditioned upon your delivery to the Corporation of a counterpart of this
Restricted Stock Award Agreement (this “Agreement”), duly executed by you, no
later than [one month after Date of Grant].  If you do not deliver an executed copy of
this Agreement to the Corporation on or prior to such date, the grant of the
Restricted Shares will be void, ab initio.  The Restricted Shares are granted under
Section 7 of the Trammell Crow Company Long-Term Incentive Plan, as amended,
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 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 Restricted Shares.  By
accepting this Agreement, you agree to be bound by all of the terms hereof.


1.             Escrow of
Restricted Shares.  The
Corporation shall issue in your name the Restricted Shares and retain the
Restricted Shares for the Corporation’s order during the restriction
period.  You hereby agree that the
Corporation shall hold the Restricted Shares pursuant to the terms of this
Agreement until such time as such Restricted Shares are either delivered to you
or forfeited pursuant to the Plan or this Agreement.


 


2.             Ownership
of Restricted Shares.  You
are entitled to all the rights of absolute ownership of the Restricted Shares,
including the right to vote those shares and to receive dividends thereon if,
as, and when declared by the Board of Directors of the Corporation, subject,
however, to the terms, conditions and restrictions described in the Plan and in
this Agreement.


 


3.             Restrictions;
Forfeiture.  The
Restricted Shares are restricted in that they may not be sold, transferred or
otherwise alienated or hypothecated until such restrictions are removed or
expire as described in Paragraph 4 of this Agreement.  The Restricted Shares are also subject to
forfeiture as set forth in the introductory paragraph of this Agreement and
Section 10 of the Plan if your employment with the Corporation is terminated
(either by you or by the Corporation), subject to the provisions set forth in
Paragraph 4(b) of this Agreement.


 


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4.             Expiration
of Restrictions.


 


(a)           The restrictions on the Restricted Shares shall expire on
the dates and with respect to the number of such Restricted Shares indicated as
follows:


	
  Restricted Shares

  Held On and After

  	
   

  	
  Number of Restricted
  Shares

  as to Which Restrictions Shall Expire

  
	
   

  	
   

  	
   

  
	
  ___________, ______

  	
   

  	
  ____________
  Restricted Shares

  
	
  ___________, ______

  	
   

  	
  ____________
  additional Restricted Shares

  
	
  ___________, ______

  	
   

  	
  ____________ additional
  Restricted Shares

  
	
  ___________, ______

  	
   

  	
  ____________ additional
  Restricted Shares

  



 


The restrictions on the
Restricted Shares will expire on those dates only if you have been an Eligible
Individual continuously since the Date of Grant through such date of expiration
of restrictions.


(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 the restriction period
of the Restricted Shares shall immediately be accelerated and the restrictions
shall expire.


 


5.             Incorporation of Plan.  The Restricted Shares are subject to the
Plan.  In the event of a difference
between a mandatory provision of the Plan and this Agreement, the Plan’s terms
shall govern.  The following paragraphs
and sections of the Plan are hereby incorporated into this Agreement:  7.1(a), 7.1(c), 7.2, 7.3, 9.1, 9.2 (subject
to the provisions of Paragraph 4(b) of this Agreement), 9.3, 10.1 (subject to
the provisions of Paragraph 4(b) of this Agreement), 10.3, 10.4, 10.5, 10.6,
10.9, 10.10, 10.11, 10.13, 10.14, 10.15, 10.18, 10.19, 10.20, 10.21, Section 11
and Section 12.


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 

  2001 Ross Avenue, Suite 3400 

  Dallas, Texas 75201 

  Attn: Human Resources Department

  



 


 


 


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  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 Restricted Shares
are and will continue to be subject to all of the terms and provisions of the
Plan and this Agreement.


 


[THE REMAINDER OF THIS PAGE IS
INTENTIONALLY BLANK]


 


 


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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.


 


	
   

  	
  TRAMMELL CROW COMPANY

  
	
   

  	
   

  
	
   

   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name of
  Recipient]

  	
   

  



 


 


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