Filed by Bowne Pure Compliance





EXHIBIT 10.1




June 12, 2008




	 	 	 
	[Form for Executive Vice President — Capital Markets]
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 







			
	          Re:	 	Prime Group Realty Trust (the “Company”)

Retention Program (the “Retention Program”)






Dear                                         :



The purpose of this letter is to describe your benefits under the Company’s Retention Program.
Please be advised that the terms of the Retention Program and the benefits described in this
letter are highly confidential and should not be discussed by you (the “Employee”) with, or
disclosed to, any person other than the Company’s Chief Executive Officer, General Counsel and/or
Human Resources Director, as well as, on a confidential basis, your legal and tax advisors and your
family. If you breach the foregoing provisions, the Company will have the right to terminate the
Retention Program as it relates to you without the payment of the retention benefits described in
this letter.



In the event a “change of control” of the Company and Prime Group Realty, L.P. (collectively,
and including any affiliate of the Company that is currently your employer, the “Employer”) occurs,
and (a) you are employed by the Employer at the time of the change of control or (b) the Employer
has terminated your employment within six months prior to a change of control of the Employer in
anticipation of such change of control, the Employer (or any successor employer, such as the
purchaser of the Company) will pay you on the effective date of the change of control (i) an amount
equal to twelve months of your base salary in effect at the time of the change of control (or in
the case of clause (b) above, in effect at the time of your termination), (ii) an amount equal to
the annual bonus paid to you with respect to the 2007 calendar year, (iii) a “pro-rata bonus” for
the year in which the change of control occurs pro-rated through the date of the change of control
(or in the case of clause (b) above, for the year in which your termination occurs pro-rated
through to the date of your termination) and (iv) a discretionary closing bonus of a minimum of
$100,000, less in each case all applicable federal and state withholding. Your “pro-rata bonus”
will be based on your most recent full year annual bonus (or if not applicable, such amount as
determined by the Company). The term “change of control” will have the meaning set forth in the
attached Appendix. As a condition to receiving these benefits if your employment has been or is
being terminated, the Employer may require you to execute a general release and waiver of claims in
a form reasonably satisfactory to the Company.


 


1









 





The Retention Program and the benefits described in this letter will remain in effect and
apply to the first change of control of the Employer that closes on or before two (2) years from
the date of this letter. The Company may, in its sole discretion, extend the date on which the
Retention Program will expire. The Company will notify you in writing of any such extension. The
Company will require any successor to all or substantially all of the Company’s business and/or
assets to assume the Employer’s obligations under the Retention Program and the benefits described
in this letter.



Notwithstanding the foregoing, if at any time prior to a change of control of the Employer you
terminate your employment voluntarily or if the Employer terminates your employment for “cause” (as
defined in the attached Appendix), your participation in the Retention Program will immediately
cease and you will not receive the benefits described in this letter. Your participation in the
Retention Program does not give you the right to be retained in the employment of the Employer and
you will remain an employee at will.



The Program will be administered by the Employer’s President and Chief Executive Officer, who
will have full power and authority to interpret the Program and to make any other determinations
and to take such other actions as he deems necessary or advisable in carrying its duties under the
Program, including the delegation of such authority or power, where appropriate. All decisions and
determinations made in good faith and not in contravention of the express terms of this letter by
the Employer’s President and Chief Executive Officer will be final, conclusive, and binding on the
Employer, all participants, all employees, and any other persons having or claiming an interest
hereunder.



The Retention Program benefits described in this letter are intended to encourage you to
continue your employment with the Employer and reward you if the Company is sold.



Very truly yours,




Prime Group Realty, L.P.




	 	 	 	 	 
	 

	 	By:
	 	Prime Group Realty Trust
	 
	 	 	 	 
	 

	 	By:
	 	[s] Jeffrey A. Patterson
	 

	 	 	 	 
	 

	 	 	 	Jeffrey A. Patterson
	 

	 	 	 	President and Chief Executive Officer





 


2









 





APPENDIX




1. For purposes of the Retention Program, a “change of control” of the Employer shall be deemed to
have occurred if:




(A) any person (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in
Section 13(d)(3) of the Exchange Act and acting as such for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (but excluding a trustee or other
fiduciary holding securities under an employee benefit plan of the Employer), directly or
indirectly, becomes the beneficial owner of shares of beneficial interests or limited
partnership interests, as applicable, of the Employer having more than fifty percent (50%)
of the total number of votes that may be cast for the election of trustees of the Employer;
or




(B) the (i) merger or other business combination of the Employer (a “Transaction”),
other than a Transaction immediately following which the shareholders of the Employer
immediately prior to the Transaction continue to have a majority of the voting power in the
resulting entity (excluding for this purpose any shareholder owning directly or indirectly
more than ten percent (10%) of the shares of the other company involved in the Transaction)
or (ii) sale or disposition of a substantial portion of the Employer’s assets; or




(C) within any twelve (12) month period beginning on or after the date of the foregoing
letter, the persons who were trustees of the Employer at the beginning of such period (the
“Incumbent Directors”) shall cease to constitute at least a majority of the Board of
Trustees of the Company (the “Board”) or a majority of the board of trustees of any
successor to the Employer, provided that, any trustee who was not a trustee as of the date
immediately following the date of the foregoing letter shall be deemed to be an Incumbent
Director if such trustee was elected to the Board by, or on the recommendation of or with
the approval of, at least a majority of the trustees who then qualified as Incumbent
Directors either actually or by prior operation of this provision, unless such election,
recommendation or approval was the result of an actual or threatened election contest of the
type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor
provision; or




(D) a purchase, sale, redemption, merger, or other transaction affecting all or a
substantial portion of the Series B Preferred Shares of the Company the result of which is
that the Company is no longer subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act.



2. “Cause” shall have the meaning set forth in any unexpired employment or severance agreement
between the Employee and the Employer, if any, and in the absence of any such agreement, shall mean
(i) the willful and continued failure of the Employee to substantially perform his or her duties
with or for the Employer, (ii) the engaging by the Employee in conduct which is significantly
injurious to the Employer, monetarily or otherwise, (iii) the Employee’s conviction of a felony, (iv) the Employee’s abuse of illegal drugs or other controlled substances
or (v) the Employee’s habitual intoxication. Unless otherwise defined in the Employee’s employment
or severance agreement, an act or omission is “willful” for this purpose if such act or omission
was knowingly done, or knowingly omitted to be done, by the Employee not in good faith and without
reasonable belief that such act or omission was in the best interest of the Employer.


 


3









 





June 12, 2008




	 	 	 
	[Form for Executive Vice President — Leasing]
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 







			
	          Re:	 	Prime Group Realty Trust (the “Company”)

Retention Program (the “Retention Program”)






Dear                                         :



The purpose of this letter is to describe your benefits under the Company’s Retention Program.
Please be advised that the terms of the Retention Program and the benefits described in this
letter are highly confidential and should not be discussed by you (the “Employee”) with, or
disclosed to, any person other than the Company’s Chief Executive Officer, General Counsel and/or
Human Resources Director, as well as, on a confidential basis, your legal and tax advisors and your
family. If you breach the foregoing provisions, the Company will have the right to terminate the
Retention Program as it relates to you without the payment of the retention benefits described in
this letter.



In the event a “change of control” of the Company and Prime Group Realty, L.P. (collectively,
and including any affiliate of the Company that is currently your employer, the “Employer”) occurs,
and (i) you are employed by the Employer at the time of the change of control or (ii) the Employer
has terminated your employment within six months prior to a change of control of the Employer in
anticipation of such change of control, the Employer (or any successor employer, such as the
purchaser of the Company) will pay you on the effective date of the change of control an amount
equal to six months of your base salary or regular wages in effect at the time of the change of
control (or in the case of clause (ii) above, in effect at the time of your termination), less all
applicable federal and state withholding. The term “change of control” will have the meaning set
forth in the attached Appendix. As a condition to receiving these benefits if your employment has
been or is being terminated, the Employer may require you to execute a general release and waiver
of claims in a form reasonably satisfactory to the Company.



The Retention Program and the benefits described in this letter will remain in effect and
apply to the first change of control of the Employer that closes on or before two (2) years from
the date of this letter. The Company may, in its sole discretion, extend the date on which the
Retention Program will expire. The Company will notify you in writing of any such extension.


 


4









 





The Company will require any successor to all or substantially all of the Company’s business
and/or assets to assume the Employer’s obligations under the Retention Program and the benefits
described in this letter.



Notwithstanding the foregoing, if at any time prior to a change of control of the Employer you
terminate your employment voluntarily or if the Employer terminates your employment for “cause” (as
defined in the attached Appendix), your participation in the Retention Program will immediately
cease and you will not receive the benefits described in this letter. Your participation in the
Retention Program does not give you the right to be retained in the employment of the Employer and
you will remain an employee at will.



The Program will be administered by the Employer’s President and Chief Executive Officer, who
will have full power and authority to interpret the Program and to make any other determinations
and to take such other actions as he deems necessary or advisable in carrying its duties under the
Program, including the delegation of such authority or power, where appropriate. All decisions and
determinations made in good faith and not in contravention of the express terms of this letter by
the Employer’s President and Chief Executive Officer will be final, conclusive, and binding on the
Employer, all participants, all employees, and any other persons having or claiming an interest
hereunder.



The Retention Program benefits described in this letter are intended to encourage you to
continue your employment with the Employer and reward you if the Company is sold.



Very truly yours,




Prime Group Realty, L.P.




	 	 	 	 	 
	 

	 	By:
	 	Prime Group Realty Trust
	 
	 	 	 	 
	 

	 	By:
	 	[s] Jeffrey A. Patterson
	 

	 	 	 	 
	 

	 	 	 	Jeffrey A. Patterson
	 

	 	 	 	President and Chief Executive Officer





 


5









 





APPENDIX




1. For purposes of the Retention Program, a “change of control” of the Employer shall be deemed to
have occurred if:




(A) any person (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in
Section 13(d)(3) of the Exchange Act and acting as such for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (but excluding a trustee or other
fiduciary holding securities under an employee benefit plan of the Employer), directly or
indirectly, becomes the beneficial owner of shares of beneficial interests or limited
partnership interests, as applicable, of the Employer having more than fifty percent (50%)
of the total number of votes that may be cast for the election of trustees of the Employer;
or




(B) the (i) merger or other business combination of the Employer (a “Transaction”),
other than a Transaction immediately following which the shareholders of the Employer
immediately prior to the Transaction continue to have a majority of the voting power in the
resulting entity (excluding for this purpose any shareholder owning directly or indirectly
more than ten percent (10%) of the shares of the other company involved in the Transaction)
or (ii) sale or disposition of a substantial portion of the Employer’s assets; or




(C) within any twelve (12) month period beginning on or after the date of the foregoing
letter, the persons who were trustees of the Employer at the beginning of such period (the
“Incumbent Directors”) shall cease to constitute at least a majority of the Board of
Trustees of the Company (the “Board”) or a majority of the board of trustees of any
successor to the Employer, provided that, any trustee who was not a trustee as of the date
immediately following the date of the foregoing letter shall be deemed to be an Incumbent
Director if such trustee was elected to the Board by, or on the recommendation of or with
the approval of, at least a majority of the trustees who then qualified as Incumbent
Directors either actually or by prior operation of this provision, unless such election,
recommendation or approval was the result of an actual or threatened election contest of the
type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor
provision; or




(D) a purchase, sale, redemption, merger, or other transaction affecting all or a
substantial portion of the Series B Preferred Shares of the Company the result of which is
that the Company is no longer subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act.



2. “Cause” shall have the meaning set forth in any unexpired employment or severance agreement
between the Employee and the Employer, if any, and in the absence of any such agreement, shall mean
(i) the willful and continued failure of the Employee to substantially perform his or her duties
with or for the Employer, (ii) the engaging by the Employee in conduct which is significantly
injurious to the Employer, monetarily or otherwise, (iii) the Employee’s conviction of a felony, (iv) the Employee’s abuse of illegal drugs or other controlled substances
or (v) the Employee’s habitual intoxication. Unless otherwise defined in the Employee’s employment
or severance agreement, an act or omission is “willful” for this purpose if such act or omission
was knowingly done, or knowingly omitted to be done, by the Employee not in good faith and without
reasonable belief that such act or omission was in the best interest of the Employer.


 


6









 





June 12, 2008




	 	 	 
	[Form for Senior Vice President — CBD Leasing]
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 







			
	          Re:	 	Prime Group Realty Trust (the “Company”)

Retention Program (the “Retention Program”)






Dear                                         :



The purpose of this letter is to describe your benefits under the Company’s Retention Program.
Please be advised that the terms of the Retention Program and the benefits described in this
letter are highly confidential and should not be discussed by you (the “Employee”) with, or
disclosed to, any person other than the Company’s Chief Executive Officer, General Counsel and/or
Human Resources Director, as well as, on a confidential basis, your legal and tax advisors and your
family. If you breach the foregoing provisions, the Company will have the right to terminate the
Retention Program as it relates to you without the payment of the retention benefits described in
this letter.



In the event a “change of control” of the Company and Prime Group Realty, L.P. (collectively,
and including any affiliate of the Company that is currently your employer, the “Employer”) occurs,
and (i) you are employed by the Employer at the time of the change of control or (ii) the Employer
has terminated your employment within six months prior to a change of control of the Employer in
anticipation of such change of control, the Employer (or any successor employer, such as the
purchaser of the Company) will pay you on the effective date of the change of control an amount
equal to six months of your base salary or regular wages in effect at the time of the change of
control (or in the case of clause (ii) above, in effect at the time of your termination), less all
applicable federal and state withholding. The term “change of control” will have the meaning set
forth in the attached Appendix. As a condition to receiving these benefits if your employment has
been or is being terminated, the Employer may require you to execute a general release and waiver
of claims in a form reasonably satisfactory to the Company.



The Retention Program and the benefits described in this letter will remain in effect and
apply to the first change of control of the Employer that closes on or before two (2) years from
the date of this letter. The Company may, in its sole discretion, extend the date on which the
Retention Program will expire. The Company will notify you in writing of any such extension.


 


7









 





The Company will require any successor to all or substantially all of the Company’s business
and/or assets to assume the Employer’s obligations under the Retention Program and the benefits
described in this letter.



Notwithstanding the foregoing, if at any time prior to a change of control of the Employer you
terminate your employment voluntarily or if the Employer terminates your employment for “cause” (as
defined in the attached Appendix), your participation in the Retention Program will immediately
cease and you will not receive the benefits described in this letter. Your participation in the
Retention Program does not give you the right to be retained in the employment of the Employer and
you will remain an employee at will.



The Program will be administered by the Employer’s President and Chief Executive Officer, who
will have full power and authority to interpret the Program and to make any other determinations
and to take such other actions as he deems necessary or advisable in carrying its duties under the
Program, including the delegation of such authority or power, where appropriate. All decisions and
determinations made in good faith and not in contravention of the express terms of this letter by
the Employer’s President and Chief Executive Officer will be final, conclusive, and binding on the
Employer, all participants, all employees, and any other persons having or claiming an interest
hereunder.



The Retention Program benefits described in this letter are intended to encourage you to
continue your employment with the Employer and reward you if the Company is sold.



Very truly yours,




Prime Group Realty, L.P.




	 	 	 	 	 
	 

	 	By:
	 	Prime Group Realty Trust
	 
	 	 	 	 
	 

	 	By:
	 	[s] Jeffrey A. Patterson
	 

	 	 	 	 
	 

	 	 	 	Jeffrey A. Patterson
	 

	 	 	 	President and Chief Executive Officer





 


8









 





APPENDIX




1. For purposes of the Retention Program, a “change of control” of the Employer shall be deemed to
have occurred if:




(A) any person (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in
Section 13(d)(3) of the Exchange Act and acting as such for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (but excluding a trustee or other
fiduciary holding securities under an employee benefit plan of the Employer), directly or
indirectly, becomes the beneficial owner of shares of beneficial interests or limited
partnership interests, as applicable, of the Employer having more than fifty percent (50%)
of the total number of votes that may be cast for the election of trustees of the Employer;
or




(B) the (i) merger or other business combination of the Employer (a “Transaction”),
other than a Transaction immediately following which the shareholders of the Employer
immediately prior to the Transaction continue to have a majority of the voting power in the
resulting entity (excluding for this purpose any shareholder owning directly or indirectly
more than ten percent (10%) of the shares of the other company involved in the Transaction)
or (ii) sale or disposition of a substantial portion of the Employer’s assets; or




(C) within any twelve (12) month period beginning on or after the date of the foregoing
letter, the persons who were trustees of the Employer at the beginning of such period (the
“Incumbent Directors”) shall cease to constitute at least a majority of the Board of
Trustees of the Company (the “Board”) or a majority of the board of trustees of any
successor to the Employer, provided that, any trustee who was not a trustee as of the date
immediately following the date of the foregoing letter shall be deemed to be an Incumbent
Director if such trustee was elected to the Board by, or on the recommendation of or with
the approval of, at least a majority of the trustees who then qualified as Incumbent
Directors either actually or by prior operation of this provision, unless such election,
recommendation or approval was the result of an actual or threatened election contest of the
type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor
provision; or




(D) a purchase, sale, redemption, merger, or other transaction affecting all or a
substantial portion of the Series B Preferred Shares of the Company the result of which is
that the Company is no longer subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act.



2. “Cause” shall have the meaning set forth in any unexpired employment or severance agreement
between the Employee and the Employer, if any, and in the absence of any such agreement, shall mean
(i) the willful and continued failure of the Employee to substantially perform his or her duties
with or for the Employer, (ii) the engaging by the Employee in conduct which is significantly
injurious to the Employer, monetarily or otherwise, (iii) the Employee’s conviction of a felony, (iv) the Employee’s abuse of illegal drugs or other controlled substances
or (v) the Employee’s habitual intoxication. Unless otherwise defined in the Employee’s employment
or severance agreement, an act or omission is “willful” for this purpose if such act or omission
was knowingly done, or knowingly omitted to be done, by the Employee not in good faith and without
reasonable belief that such act or omission was in the best interest of the Employer.


 


9









 





June 12, 2008




	 	 	 
	[Form for Senior Vice President — Loan Administration]
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 







			
	          Re:	 	Prime Group Realty Trust (the “Company”)

Retention Program (the “Retention Program”)






Dear                                         :



The purpose of this letter is to describe your benefits under the Company’s Retention Program.
Please be advised that the terms of the Retention Program and the benefits described in this
letter are highly confidential and should not be discussed by you (the “Employee”) with, or
disclosed to, any person other than the Company’s Chief Executive Officer, General Counsel and/or
Human Resources Director, as well as, on a confidential basis, your legal and tax advisors and your
family. If you breach the foregoing provisions, the Company will have the right to terminate the
Retention Program as it relates to you without the payment of the retention benefits described in
this letter.



In the event a “change of control” of the Company and Prime Group Realty, L.P. (collectively,
and including any affiliate of the Company that is currently your employer, the “Employer”) occurs,
and (i) you are employed by the Employer at the time of the change of control or (ii) the Employer
has terminated your employment within six months prior to a change of control of the Employer in
anticipation of such change of control, the Employer (or any successor employer, such as the
purchaser of the Company) will pay you on the effective date of the change of control an amount
equal to six months of your base salary or regular wages in effect at the time of the change of
control (or in the case of clause (ii) above, in effect at the time of your termination), and a
“pro-rata bonus” for the year in which the change of control occurs pro-rated through the date of
the change of control (or in the case of clause (ii) above, for the year in which your termination
occurs pro-rated through to the date of your termination), less all applicable federal and state
withholding. Your “pro-rata bonus” will be based on your most recent full year annual bonus (or if
not applicable, such amount as determined by the Company). The term “change of control” will have
the meaning set forth in the attached Appendix. As a condition to receiving these benefits if your
employment has been or is being terminated, the Employer may require you to execute a general
release and waiver of claims in a form reasonably satisfactory to the Company.


 


10









 





The Retention Program and the benefits described in this letter will remain in effect and
apply to the first change of control of the Employer that closes on or before two (2) years from
the date of this letter. The Company may, in its sole discretion, extend the date on which the
Retention Program will expire. The Company will notify you in writing of any such extension. The
Company will require any successor to all or substantially all of the Company’s business and/or
assets to assume the Employer’s obligations under the Retention Program and the benefits described
in this letter.



Notwithstanding the foregoing, if at any time prior to a change of control of the Employer you
terminate your employment voluntarily or if the Employer terminates your employment for “cause” (as
defined in the attached Appendix), your participation in the Retention Program will immediately
cease and you will not receive the benefits described in this letter. Your participation in the
Retention Program does not give you the right to be retained in the employment of the Employer and
you will remain an employee at will.



The Program will be administered by the Employer’s President and Chief Executive Officer, who
will have full power and authority to interpret the Program and to make any other determinations
and to take such other actions as he deems necessary or advisable in carrying its duties under the
Program, including the delegation of such authority or power, where appropriate. All decisions and
determinations made in good faith and not in contravention of the express terms of this letter by
the Employer’s President and Chief Executive Officer will be final, conclusive, and binding on the
Employer, all participants, all employees, and any other persons having or claiming an interest
hereunder.



The Retention Program benefits described in this letter are intended to encourage you to
continue your employment with the Employer and reward you if the Company is sold.



Very truly yours,




Prime Group Realty, L.P.




	 	 	 	 	 
	 

	 	By:
	 	Prime Group Realty Trust
	 
	 	 	 	 
	 

	 	By:
	 	[s] Jeffrey A. Patterson
	 

	 	 	 	 
	 

	 	 	 	Jeffrey A. Patterson
	 

	 	 	 	President and Chief Executive Officer





 


11









 





APPENDIX




1. For purposes of the Retention Program, a “change of control” of the Employer shall be deemed to
have occurred if:




(A) any person (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in
Section 13(d)(3) of the Exchange Act and acting as such for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (but excluding a trustee or other
fiduciary holding securities under an employee benefit plan of the Employer), directly or
indirectly, becomes the beneficial owner of shares of beneficial interests or limited
partnership interests, as applicable, of the Employer having more than fifty percent (50%)
of the total number of votes that may be cast for the election of trustees of the Employer;
or




(B) the (i) merger or other business combination of the Employer (a “Transaction”),
other than a Transaction immediately following which the shareholders of the Employer
immediately prior to the Transaction continue to have a majority of the voting power in the
resulting entity (excluding for this purpose any shareholder owning directly or indirectly
more than ten percent (10%) of the shares of the other company involved in the Transaction)
or (ii) sale or disposition of a substantial portion of the Employer’s assets; or




(C) within any twelve (12) month period beginning on or after the date of the foregoing
letter, the persons who were trustees of the Employer at the beginning of such period (the
“Incumbent Directors”) shall cease to constitute at least a majority of the Board of
Trustees of the Company (the “Board”) or a majority of the board of trustees of any
successor to the Employer, provided that, any trustee who was not a trustee as of the date
immediately following the date of the foregoing letter shall be deemed to be an Incumbent
Director if such trustee was elected to the Board by, or on the recommendation of or with
the approval of, at least a majority of the trustees who then qualified as Incumbent
Directors either actually or by prior operation of this provision, unless such election,
recommendation or approval was the result of an actual or threatened election contest of the
type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor
provision; or




(D) a purchase, sale, redemption, merger, or other transaction affecting all or a
substantial portion of the Series B Preferred Shares of the Company the result of which is
that the Company is no longer subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act.



2. “Cause” shall have the meaning set forth in any unexpired employment or severance agreement
between the Employee and the Employer, if any, and in the absence of any such agreement, shall mean
(i) the willful and continued failure of the Employee to substantially perform his or her duties
with or for the Employer, (ii) the engaging by the Employee in conduct which is significantly
injurious to the Employer, monetarily or otherwise, (iii) the Employee’s conviction of a felony, (iv) the Employee’s abuse of illegal drugs or other controlled substances
or (v) the Employee’s habitual intoxication. Unless otherwise defined in the Employee’s employment
or severance agreement, an act or omission is “willful” for this purpose if such act or omission
was knowingly done, or knowingly omitted to be done, by the Employee not in good faith and without
reasonable belief that such act or omission was in the best interest of the Employer.




 


12