Exhibit 10.1


 


FIRST AMENDMENT


TO


ADVISORY MANAGEMENT
AGREEMENT


 


This FIRST
AMENDMENT TO THE FIFTH AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT (the “Amendment”) is made and entered
into as of this 25th day of June, 2008 by and between BEHRINGER HARVARD REIT I,
INC., a Maryland corporation (the “Company”), and BEHRINGER ADVISORS,
LLC, a Texas limited liability company (the “Advisor”).


 


WHEREAS, the Company
and the Advisor previously entered into that certain Fifth Amended and Restated
Advisory Management Agreement dated December 29, 2006 (the “Agreement”).


 


WHEREAS, the Company
and the Advisor desire to amend the Agreement to prohibit the Company from
soliciting the employees of the Advisor during the term of the Agreement and
for the one-year period following the termination thereof.


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, do hereby agree, as follows:


 


1.             Defined Terms. Any term used
herein that is not otherwise defined herein shall have the meaning ascribed to
such term as provided in the Agreement.


 


2.             Amendment to Article VI.  Article VI of the Agreement is hereby
amended by adding Section 6.15, as follows:


 


6.15        Non-Solicitation.  During the period commencing on the date on
which this Agreement is entered into and ending one year following the termination
of this Agreement, the Company shall not, without the Advisor’s prior written
consent, directly or indirectly, (i) solicit or encourage any person to
leave the employment or other service of the Advisor or its affiliates or (ii) hire,
on behalf of the Company or any other person or entity, any person who has left
the employment within the one year period following the termination of that
person’s employment the Advisor or its affiliates.  During the period commencing on the date
hereof through and ending one year following the termination of this Agreement,
the Company shall not, whether for its own account or for the account of any
other person, firm, corporation or other business organization, intentionally
interfere with the relationship of the Advisor or it affiliates with, or
endeavor to entice away from the Advisor or its affiliates, any person who
during the term of the Agreement is, or during the preceding one-year period
was, a customer of the Advisor or its affiliates.


 


3.             Continuing Effect.  Except as otherwise set forth in this
Amendment, the terms of the Agreement shall continue in full force and effect
and shall not be deemed to have otherwise been amended, modified, revised or
altered.


 

















 


4.             Counterparts.  The parties agree that this Amendment has
been or may be executed in several counterparts, each of which shall be deemed
an original, and all counterparts shall together constitute one and the same
instrument.


 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Amendment as of the date
first written above.


 


	
   

  	
  BEHRINGER HARVARD REIT I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President –
  Corporate

  
	
   

  	
   

  	
  Development &
  Legal

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER
  ADVISORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Harvard Property Trust, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
           /s/
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Executive Vice President –
  Corporate

  
	
   

  	
   

  	
   

  	
  Development &
  Legal

  



 


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