exv10w14



 






Exhibit 10.14




EMPLOYMENT AGREEMENT




(Paul J. Zambrotta)




     EMPLOYMENT AGREEMENT dated as of August ___, 2005, by and between MIDLANTIC OFFICE TRUST,
INC., with its principal place of business at 11200 Rockville Pike, Suite 502, Rockville, MD 20852
(the “Company”) and Paul J. Zambrotta, residing at the address set forth on the signature page
hereof (the “Executive”).



     WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to accept such
offer, on the terms set forth below:



     Accordingly, the parties hereto agree as follows:



     1.   Term. The Company hereby employs the Executive, and the Executive hereby accepts
such employment, for an initial term commencing as of the date hereof and continuing for a
three-year period following such date, unless sooner terminated in accordance with the provisions
of Section 4 or Section 5; with such employment to continue for successive one-year periods in
accordance with the terms of this Agreement (subject to termination as aforesaid) unless either
party notifies the other party of non-renewal in writing prior to three months before the
expiration of the initial term and each annual renewal, as applicable (the period during which the
Executive is employed hereunder being hereinafter referred to as the “Term”).



     2.   Duties. During the Term, the Executive shall be employed by the Company as
Executive Vice President, Chief Financial Officer and Treasurer of the Company, and, as such, the
Executive shall faithfully perform for the Company the duties of said offices and shall perform
such other duties of an executive, managerial or administrative nature as shall be specified and
designated from time to time by the Chief Executive Officer of the Company or by the audit
committee of the board of directors of the Company (the “Board”). The Executive shall devote
substantially all of his business time and effort to the performance of his duties hereunder.



 









 





     3.   Compensation.



     3.1 Salary. The Company shall pay the Executive during the Term a salary at a minimum
rate of Two Hundred Fifty Thousand Dollars and No Cents ($250,000) per annum (the “Annual Salary”),
in accordance with the customary payroll practices of the Company applicable to senior executives.
The Board periodically shall review the Executive’s Annual Salary and may provide for such
increases therein as it may in its discretion deem appropriate. (Any such increased salary shall
constitute the “Annual Salary” as of the time of the increase.)



     3.2 Bonus. During the Term, in addition to the Annual Salary, for each fiscal year of
the Company ending during the Term, the Executive shall have the opportunity to receive an annual
bonus in an amount and on such terms to be determined by the Compensation Committee of the Board of
Directors of the Company, but which Bonus shall not be less than 50% of the Annual Salary. The
Bonus payable with respect to a fiscal year of the Company shall be paid no later than the
fifteenth day of the third month after the end of the fiscal year. The forgoing shall not limit
the Executive’s eligibility to receive any other bonus under any other bonus plan, stock option or
equity–based plan, or other policy or program of the Company.



     3.3 Participation in 2005 Equity Incentive Plan. The Company has established the 2005
Equity Incentive Plan (“Equity Incentive Plan”). Subject to the terms and conditions of the Equity
Incentive Plan and the Long-Term Incentive Plan Unit Vesting Agreement ( which shall provide
for the grant to Executive of 50,000 LTIP units subject to and in accordance with the terms
thereof) between the Company and the Executive, the Executive shall be eligible to
participate in the Equity Incentive Plan, and shall be eligible to receive annual long term
incentive plan units, restricted stock awards and/or stock options under the Equity Incentive Plan.
The Compensation Committee shall approve any such awards made to the Executive pursuant to the
Equity Incentive Plan.



     3.4 Benefits-In General. The Executive shall be permitted during the Term to
participate in any group life, hospitalization or disability insurance plans, health programs,
retirement plans, fringe benefit



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programs and other benefits that may be available to other executive officers of the Company
generally, in each case to the extent that the Executive is eligible under the terms of such plans
or programs.



     3.5 Vacation. The Executive shall be entitled to vacation of no less than 20 business
days per year, to be credited in accordance with ordinary Company policies.



     3.6 Life and Disability Insurance Premium Reimbursement. The Company shall during the
term of this Agreement reimburse the Executive up to $1,500 annually for premiums incurred by the
Executive with respect to supplemental life and long-term disability insurance policies.



     3.7 Expenses-In General. The Company shall pay or reimburse the Executive for all
ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of
reimbursement, paid) by the Executive during the Term in the performance of the Executive’s
services under this Agreement, in accordance with the Company’s policies regarding such
reimbursements.



     4.   Termination upon Death or Disability. If the Executive dies during the Term, this
Agreement shall terminate as of the date of death, and the obligations of the Company to or with
respect to the Executive shall terminate in their entirety upon such date except as otherwise
provided under this Section 4. If the Executive is unable to perform substantially and
continuously the duties assigned to him due to a disability as defined for purposes of the
Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of
ill health or other disability for more than 180 consecutive or non-consecutive days out of any
consecutive 12-month period, the Company shall have the right, to the extent permitted by law, to
terminate the employment of the Executive upon notice in writing to the Executive. Upon
termination of employment due to death or disability, (i) the Executive (or the Executive’s estate
or beneficiaries in the case of the death of the Executive) shall be entitled to receive any Annual
Salary and other benefits earned and accrued under this Agreement prior to the date of termination
(and reimbursement under this Agreement for expenses incurred prior to the date of termination);
(ii) without duplication of any amounts due under clause (i), the Executive (or the Executive’s
estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to
the annual bonus that, in the absence of such termination, would have been payable for the fiscal
year in which termination occurs,



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payable at such time as would have applied in the absence of such termination, with such
amount to be multiplied by a fraction (x) the numerator of which is the number of days in the
fiscal year preceding the termination and (y) the denominator of which is 365; (iii) all
outstanding unvested equity-based awards (including, without limitation, stock options, LTIP units
and restricted stock) held by or granted to the Executive shall fully vest and become immediately
exercisable, as applicable, and subject to the terms of such awards; and (iv) the Executive (or the
Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no
further rights to any other compensation or benefits hereunder, or any other rights hereunder (but,
for the avoidance of doubt, shall receive such disability and death benefits as may be provided
under the Company’s plans and arrangements in accordance with their terms).



     5.   Certain Terminations of Employment; Certain Benefits.



     5.1 Termination by the Company for Cause; Termination by the Executive without Good
Reason.



           (a) For purposes of this Agreement, “Cause” shall mean the Executive’s:




	 	(i)	 	commission of, and indictment for or formal
admission to, a felony, a crime of moral turpitude, dishonesty, breach
of trust or unethical business conduct, or any crime involving the
Company;






	 	(ii)	 	continued engagement in the performance of his
duties hereunder in willful misconduct, willful or gross neglect,
fraud, misappropriation or embezzlement, and then, with respect to
willful misconduct or willful or gross neglect (but not with respect to
fraud, misappropriation or embezzlement), only after appropriate notice
of Executive’s misconduct or neglect and an appropriate period, as
determined by the Board, to remedy such misconduct or neglect;






	 	(iii)	 	continued failure to materially adhere to the
clear directions of the Board or to adhere to the Company’s policies
and practices or to devote substantially all of his business time and
efforts to the Company and its subsidiaries;






	 	(iv)	 	continued failure to substantially perform his
duties properly assigned to the Executive by the Board of Directors of
the Company in writing (other than any such failure resulting from his
Disability);






	 	(v)	 	material breach of any of the provisions of
Section 6; or






	 	(vi)	 	material and willful breach of the terms and
provisions of this Agreement and failure to cure such breach within 15
days following written notice from the Company specifying such breach;





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provided that the Company shall not be permitted to terminate the Executive for Cause except on
written notice given to the Executive at any time not more than 30 days following the occurrence of
any of the events described in clause (ii) through (vi) above (or, if later, the Company’s
knowledge thereof).




           (b) The Company may terminate this Agreement and the Executive’s employment hereunder for
Cause, and the Executive may terminate his employment on at least 60 days’ written notice given to
the Company. If the Company terminates the Executive for Cause, or the Executive terminates his
employment and the termination by the Executive is not for Good Reason in accordance with Section
5.2, (i) the Executive shall receive Annual Salary and other benefits (including any LTIP units or
other equity incentive awards that are vested as of the date immediately preceding the date of
termination and any bonus for a fiscal year completed before termination and awarded but not yet
paid), or in the event of a partial fiscal year, a pro rata bonus earned through the date of such
termination, which is to be calculated based on the average bonus paid in the prior three fiscal
years (or such shorter period of time bonuses have been paid or, if the termination occurs before
any bonus has been paid, $125,000) with such bonus amount to be multiplied by a fraction (x) the
numerator of which is the number of days in the fiscal year preceding the termination and (y) the
denominator of which is 365) earned and accrued under this Agreement prior to the termination of
employment (and reimbursement under this Agreement for expenses incurred prior to the termination
of employment); and (ii) the Executive shall have no further rights to any other compensation or
benefits under this Agreement on or after the termination of employment.



     5.2 Termination by the Company without Cause; Termination by the Executive for Good
Reason; Non-Renewal of this Agreement.



           (a) The Company may terminate the Executive’s employment and the Executive may terminate the
Executive’s employment with the Company at any time for any reason or no reason. If the Company
terminates the Executive’s employment and the termination is not covered by Section 4 or 5.1, or
the Executive terminates his employment for Good Reason:



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	 	(i)	 	the Executive shall receive Annual Salary and
other benefits (including any bonus for a fiscal year completed before
termination) earned and accrued under this Agreement prior to the
termination of employment (and reimbursement under this Agreement for
expenses incurred prior to the termination of employment);






	 	(ii)	 	the Executive shall receive a single-sum cash
payment equal to the Severance Multiple (as defined below) times the
sum of (x) the Executive’s Annual Salary as in effect immediately
before such termination as calculated for a period of 12 months, and
(y) the Executive’s average bonus paid for the prior three fiscal years
(or such shorter period of time bonuses have been paid, or if the
termination occurs before any bonus has been paid, $250,000), payable
no later than ten days after such termination or, if the Executive is a
“specified person” (as defined in Section 409A of the Internal Revenue
Code), the date that is six months after such termination;






	 	(iii)	 	for a period of one year after termination of
employment, such continuing coverage under the group health plans the
Executive would have received under this Agreement as would have
applied in the absence of such termination, provided that the Company
shall in no event be required to provide any benefits otherwise
required by this clause after such time as the Executive becomes
entitled to receive benefits of the same type from another employer or
recipient of the Executive’s services; and






	 	(iv)	 	all outstanding unvested equity-based awards
(including without limitation LTIP units, stock options and restricted
stock) held by the Executive shall fully vest and shall become
immediately exercisable, as applicable, in the case of options and
shall continue to be exercisable for their full terms;






provided that the Company will not be obligated to pay the amounts in
clauses (a)(ii), (a)(iii) or (a)(iv) unless the Executive shall have
delivered a release, in form and substance reasonably satisfactory to the
Company, of claims against the Company or its affiliates.




For purposes of Section 5.2(a)(ii), “Severance Multiple” shall mean (a) 1.00
if the termination date occurs prior to the first anniversary of the date of
this Agreement, (b) 2.00 if the termination date occurs prior to the second
anniversary of the date of this Agreement and (c) 2.99 if the termination
date occurs on or any time after the second anniversary of the date of this
Agreement.



           (b) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by
the Executive,




	 	(i)	 	the material reduction of the Executive’s
title, authority, duties and responsibilities or the assignment to the
Executive of duties materially inconsistent with the Executive’s
position or positions with the Company;





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	 	(ii)	 	a reduction in Annual Salary of the Executive;






	 	(iii)	 	the relocation of the Executive’s office to
more than 50 miles from Rockville, Maryland; or






	 	(iv)	 	the Company’s breach of any material provision
of this Agreement.




Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of
termination on account thereof (specifying a termination date no later than 30 days from the date
of such notice) is given no later than 30 days after the time at which the event or condition
purportedly giving rise to Good Reason first occurs or arises or, if later, Executive’s knowledge
thereof and (ii) if there exists (without regard to this clause (ii)) an event or condition that
constitutes Good Reason, the Company shall have 15 days from the date notice of such a termination
is given to cure such event or condition and, if the Company does so, such event or condition shall
not constitute Good Reason hereunder.




           (c) In the event of any notice of non-renewal of this Agreement by the Company, as described
in Section 1, then (i) the Executive shall receive Annual Salary and other benefits (including any
bonus for a fiscal year completed before termination) earned and accrued under this Agreement prior
to the non-renewal of this Agreement (and reimbursement under this Agreement for expenses incurred
prior to the termination of employment), (ii) the Executive shall receive a single-sum cash payment
equal to the sum of (x) the Executive’s Annual Salary as in effect immediately before such
non-renewal, and (y) the Executive’s average bonus paid in the prior three fiscal years (or such
shorter period of time bonuses have been paid), payable upon the expiration of the Term; provided,
however, that if the Executive is a “specified person” (as defined in Section 409A of the Internal
Revenue Code), such amount shall be payable upon the date that is six months after the Executive’s
termination of employment, and (iii) all outstanding unvested equity-based awards (including
without limitation stock options and restricted stock) held by the Executive shall fully vest and
shall become immediately exercisable, as applicable.



     5.3 Change of Control. Without duplication of the foregoing, upon a “Change of
Control” (as defined below) while the Executive is employed, all outstanding unvested equity-based
awards (including stock options and restricted stock) shall fully vest and shall become immediately
exercisable, as



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applicable. In addition, if, after a Change of Control, the Executive terminates his
employment with the Company within the six-month anniversary of the Change of Control, such
termination shall be deemed a termination by the Executive for Good Reason covered by Section 5.2
(other than for purposes of Section 6.1(a)) and further provided that the amount payable under
Section 5.2(a)(ii) shall be payable no later than ten days after such termination (rather than the
date prescribed in Section 5.2(a)(ii)), if the “Change in Control” satisfies the requirements of a
change in control under Section 409A of the Code. For purposes of this Agreement, “Change in
Control” shall mean the happening of any of the following:




	 	(i)	 	any “person,” including a “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), but excluding the
Company, any entity controlling, controlled by or under common control
with the Company, any employee benefit plan of the Company or any such
entity, and Executive and any “group” (as such term is used in Section
13(d)(3) of the Exchange Act) of which the Executive is a member) is or
becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of either (A) the combined voting power of the
Company’s then outstanding securities or (B) the then outstanding
Common Stock of the Company (in either such case other than as a result
of an acquisition of securities directly from the Company); provided,
however, that, in no event shall a Change in Control be deemed to have
occurred upon an initial public offering or a subsequent public
offering of the Common Stock under the Securities Act of 1933, as
amended; or






	 	(ii)	 	any consolidation or merger of the Company
where the stockholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the consolidation
or merger, beneficially own (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, shares representing in
the aggregate 50% or more of the combined voting power of the
securities of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent corporation, if
any); or






	 	(iii)	 	there shall occur (A) any sale, lease,
exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of
all or substantially all of the assets of the Company, other than a
sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity, at least 50% of the combined voting
power of the voting securities of which are owned by “persons” (as
defined above) in substantially the same proportion as their ownership
of the Company immediately prior to such sale or (B) the approval by
stockholders of the Company of any plan or proposal for the liquidation
or dissolution of the Company; or





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	 	(iv)	 	the members of the Board at the beginning of
any consecutive 12-calendar-month period (the “Incumbent Directors”)
cease for any reason other than due to death to constitute at least a
majority of the members of the Board; provided that any director whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the members of the Board
then still in office who were members of the Board at the beginning of
such 12-calendar-month period, shall be deemed to be an Incumbent
Director.





     5.4 Parachutes. If any amount payable to or other benefit receivable by the Executive
pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or
when added to any other amount payable or paid to or other benefit receivable or received by the
Executive which is deemed to constitute a Parachute Payment (whether or not under a plan,
arrangement or other agreement), and would result in the imposition on the Executive of an excise
tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, in
addition to any other benefits to which the Executive is entitled under this Agreement, the
Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes
payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put
the Executive in the same after-tax position (taking into account any and all applicable federal,
state and local excise, income or other taxes at the highest applicable rates on such Parachute
Payments and on any payments under this Section 5.4 as if no excise taxes had been imposed with
respect to Parachute Payments). “Parachute Payment” shall mean a “parachute payment” as defined in
Section 280G of the Code. The calculation under this Section 5.4 shall be as determined by the
Company’s accountants.



     6.   Covenants of the Executive.



     6.1 Covenant Against Competition; Other Covenants. The Executive acknowledges that
(i) the principal business of the Company (which expressly includes for purposes of this Section 6
(and any related enforcement provisions hereof), its successors and assigns) is investing in,
managing and leasing commercial office buildings (the “Activities”) located primarily in the
Washington, D.C., Virginia, Maryland, Pennsylvania, New Jersey and Delaware markets (such
geographic area, together with such other geographic markets in which the Company may engage in the
Activities during the



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employ of the Executive, is herein referred to as the “Geographic Area” and such Activities as
conducted in such Geographic Area are herein referred to as the “Business”); (ii) the Executive’s
work for the Company has given and will continue to give him access to the confidential affairs and
proprietary information of the Company; (iii) the covenants and agreements of the Executive
contained in this Section 6 are essential to the business and goodwill of the Company; and (iv) the
Company would not have entered into this Agreement but for the covenants and agreements set forth
in this Section 6. Accordingly, the Executive covenants and agrees that:



           (a) By and in consideration of the salary and benefits to be provided by the Company
hereunder, and subject to Executive receiving all monies due to him under the severance
arrangements set forth herein, and further in consideration of the Executive’s access to the
proprietary information of the Company, the Executive covenants and agrees that, during the period
commencing on the date hereof and ending one year following the date upon which the Executive shall
cease to be an employee of the Company and its affiliates, he shall not in the Geographic Area,
directly or indirectly, except with the prior approval of the Board, (i) engage in a business that
is substantially similar to the Business (other than for the Company or its affiliates), or (ii)
render any services to any person, corporation, partnership or other entity (other than the Company
or its affiliates) whose principal business is substantially similar to the Business or who has
taken substantial measures, or made material investments, evidencing an intention to engage in a
business that is substantially similar to the Business other than incidentally as is necessary to
engage in its principal business, or (iii) become interested in any person, corporation,
partnership or other entity (other than the Company or its affiliates) principally engaged in a
business that is substantially similar to the Business, as a partner, shareholder, principal,
agent, employee, consultant or in any other relationship or capacity; provided, however, that,
notwithstanding the foregoing, the Executive may invest in up to 5% of the securities of any
entity, solely for investment purposes and without participating in the business thereof, if (A)
such securities are traded on any national securities exchange or the National Association of
Securities Dealers, Inc. Automated Quotation System, and (B) the Executive is not a controlling
person of, or a member of a group which controls, such entity. In



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addition, the restrictions of this Section 6(a) shall not apply to the existing investments or
other activities of the Executive set forth on Schedule A hereto.



           (b) During and after the period of the Executive’s employment with the Company and its
affiliates, the Executive shall keep secret and retain in strictest confidence, except in
connection with the business and affairs of the Company and its affiliates, all confidential
matters relating to the Company’s Business and the business of any of its affiliates and to the
Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or
indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and
shall not disclose such Confidential Company Information to anyone outside of the Company except
with the Company’s express written consent and except for Confidential Company Information which is
at the time of receipt or thereafter becomes publicly known through no wrongful act of the
Executive or is received from a third party not under an obligation to keep such information
confidential and without breach of this Agreement.



           (c) During the period commencing on the date hereof and ending one year following the date
upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the
Executive shall not, without the Company’s prior written consent, directly or indirectly, knowingly
(A) solicit or encourage to leave the employment or other service of the Company, or any of its
affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive
or any other person or entity) any employee who has left the employment of the Company or any of
its affiliates within the one-year period which follows the termination of such employee’s
employment with the Company and its affiliates, and (ii) the Executive will not, whether for his
own account or for the account of any other person, firm, corporation or other business
organization, intentionally interfere with the Company’s or any of its affiliates’ relationship
with, or endeavor to entice away from the Company or any of its affiliates, any person who during
the Term is or was a customer or client of the Company or any of its affiliates.



     6.2 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any
breach by him of any of the provisions of Section 6.1 (the “Restrictive Covenants”) would result in
irreparable



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injury and damage for which money damages would not provide an adequate remedy. Therefore, if
the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1,
the Company and its affiliates, in addition to, and not in lieu of, any other rights and remedies
available to the Company and its affiliates under law or in equity (including, without limitation,
the recovery of damages), shall have the right and remedy to have the Restrictive Covenants
specifically enforced by any court having equity jurisdiction, including, without limitation, the
right to an entry against the Executive of restraining orders and injunctions (preliminary,
mandatory, temporary and permanent) against violations, threatened or actual, and whether or not
then continuing, of such covenants.



     7.   Other Provisions.



     7.1 Severability. The Executive acknowledges and agrees that (i) he has had an
opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive
Covenants are reasonable in geographical and temporal scope and in all other respects. If it is
determined that any of the provisions of this Agreement, including, without limitation, any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the
provisions of this Agreement shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.



     7.2 Duration and Scope of Covenants. If any court or other decision-maker of
competent jurisdiction determines that any of the Executive’s covenants contained in this
Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is
unenforceable because of the duration or geographical scope of such provision, then, after such
determination has become final and unappealable, the duration or scope of such provision, as the
case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form,
such provision shall then be enforceable and shall be enforced.



     7.3 Enforceability; Jurisdiction; Arbitration. Any controversy or claim arising out
of or relating to this Agreement or the alleged breach of this Agreement (other than a controversy
or claim arising under Section 6, to the extent necessary for the Company (or its affiliates, where
applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not
resolved by the Executive and the



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Company (or its affiliates, where applicable) shall first be submitted to mediation pursuant
to the Employment Mediation Rules of the American Arbitration Association. If the mediation is
terminated without a settlement agreement, the controversy or claim shall be submitted to
arbitration in Rockville, Maryland pursuant to the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association then in effect. The substantive law of Maryland
shall apply in the interpretation and application of this Agreement, in aid of the arbitration
proceedings and in the enforcement of the award. The arbitrator shall apply the procedural rules
of the American Arbitration Association, except as to discovery matters, which shall be governed by
the Federal Rules of Civil Procedure. The arbitrator shall issue an award within 30 days of the
close of the hearing, which shall be conclusive and binding on the Company (or its affiliates,
where applicable) and the Executive and judgment may be entered on the arbitrator’s award in any
court having jurisdiction. The arbitrator shall award reasonable attorney fees and the costs of
arbitration to the prevailing party pursuant to the substantive law of Maryland in cases where
prevailing parties are entitled to such fees.



     7.4 Legal Fees. The Company shall pay directly or reimburse the Executive for up to
$5,000.00 of the reasonable legal fees and expenses incurred by the Executive in connection with
the review, negotiation and execution of this Agreement.



     7.5 Notices. Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid. Any such notice
shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, five days after the date of deposit in the United States mails as
follows:




	 	(i)	 	If to the Company, to:






Midlantic Office Trust, Inc.

11200 Rockville Pike, Suite 502

Rockville, MD 20852




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Attention: Sidney M. Bresler, Chief Executive Officer




with a copy to:




Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, VA 23219

Attention: Daniel M. LeBey, Esq.




	 	(ii)	 	If to the Executive, to the address set forth
on the signature page hereof.





     Any such person may by notice given in accordance with this Section 7.5 to the other parties hereto
designate another address or person for receipt by such person of notices hereunder.



     7.6 Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto.



     7.7 Waivers and Amendments. This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege nor any single or
partial exercise of any such right, power or privilege, preclude any other or further exercise
thereof or the exercise of any other such right, power or privilege.



     7.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH
COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.



     7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors, heirs (in the case of the Executive) and assigns. No
rights or obligations of the Company under this Agreement may be assigned or transferred by the
Company except that such



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rights or obligations may be assigned or transferred, subject to Section 5.3, pursuant to a
merger or consolidation in which the Company is not the continuing entity, or the sale or
liquidation of all or substantially all of the assets of the Company; provided, however, that the
assignee or transferee is the successor to all or substantially all of the assets of the Company
and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law.



     7.10 Withholding. The Company shall be entitled to withhold from any payments or
deemed payments any amount of tax withholding it determines to be required by law.



     7.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, permitted assigns, heirs, executors and legal
representatives.



     7.12 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original but all such
counterparts together shall constitute one and the same instrument. Each counterpart may consist
of two copies hereof each signed by one of the parties hereto.



     7.13 Survival. Anything contained in this Agreement to the contrary notwithstanding,
the provisions of Sections 5 and 6 and any other provisions of this Agreement expressly imposing
obligations that survive termination of Executive’s employment hereunder, and the other provisions
of this Section 7 to the extent necessary to effectuate the survival of such provisions, shall
survive termination of this Agreement and any termination of the Executive’s employment hereunder.



     7.14 Existing Agreements. The Executive represents to the Company that he is not
subject or a party to any employment or consulting agreement, non-competition covenant or other
agreement, covenant or understanding which might prohibit him from executing this Agreement or
limit his ability to fulfill his responsibilities hereunder.



     7.15 Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.




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