**EXHIBIT 10.4****CHANGE IN CONTROL SEVERANCE AGREEMENT**     This Change in Control Severance Agreement ( “***Agreement***”) is made effective as of June 29,2007 (“***Effective Date***”), by and among Republic Property Trust, a Maryland real estate investmenttrust (the “***REIT***”), Republic Property Limited Partnership, a Delaware limited partnership (the“***Operating Partnership***”) and Republic Property TRS, a Delaware limited liability company (“TRS,”and together with the REIT and the Operating Partnership, the “***Company***”), and                      (“***Executive***”).     The parties agree as follows:     1. Definitions. For purposes of this Agreement, the following terms shall have thefollowing meanings:          (a) “***Board***” shall mean the board of trustees of the Company.          (b) “***Cause***” shall mean any of the following: (i) Executive’s willful and continued failure orhabitual neglect to perform his duties; (ii) Executive’s commission of an act of fraud, theft,dishonesty or other illegal conduct related to the business of the Company or any Related Companyor the performance of Executive’s duties; (iii) Executive’s unauthorized use or disclosure ofconfidential information or trade secrets of the Company or any Related Company that has a materialadverse impact on any such entity; or (iv) Executive’s conviction of (or plea of no contest to) afelony.          (c) “***Change in Control***” shall mean the happening of any of the following:               (i) Any “Person” (having the meaning ascribed to such term in Section 3(a)(9) of theSecurities Exchange Act of 1934, as amended (the “***Exchange Act***”), and used in Sections 13(d) and14(d) thereof, including a “group” within the meaning of Section 13(d)(3)) has or acquiresBeneficial Ownership of fifty percent (50%) or more of the combined voting power of the Company’sthen outstanding voting securities entitled to vote generally in the election of directors (“***VotingSecurities*****”**); *provided*, *however*, that in determining whether a Change in Control has occurred,Voting Securities that are held or acquired by the following shall not constitute a Change inControl: (A) the Company or any of its Related Companies or (B) any employee benefit plan (or atrust forming a part thereof) maintained by the Company or any of its Related Companies (thepersons or entities described in clauses (A) and (B) above shall collectively be referred to as the"***Excluded Group***”). For purposes of this Agreement, “***Beneficial Ownership***” shall mean beneficialownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.
 

 
               (ii) The individuals who are members of the Company’s Incumbent Board cease, for any reason,to constitute more than fifty (50%) of the Board. For purposes of this Agreement, “***IncumbentBoard***” shall mean the individuals who, as of the beginning of the period commencing two years priorto the determination date, constitute the Board; provided, however, that any individual who becomesa member of the Board subsequent to the beginningof such two-year period, whose election, or nomination for election by the Company’sstockholders, was approved by a vote of at least two-thirds of those individuals who are members ofthe Board and who were also members of the Incumbent Board (or deemed to be such pursuant to thisproviso) shall be considered as though such individual were a member of the Incumbent Board; andprovided, further, however, that any such individual whose initial assumption of office occurs as aresult of or in connection with an actual or threatened solicitation of proxies or consents by oron behalf of a Person other than the Board shall not be considered a member of the Incumbent Board.               (iii) A consummation of a merger, consolidation or reorganization or similar event involvingthe Company, whether in a single transaction or in a series of transactions (“***BusinessCombination***”), unless, following such Business Combination:                    (A) the Persons with Beneficial Ownership of the Company, immediately before such BusinessCombination, have Beneficial Ownership of more than fifty (50%) percent of the combined votingpower of the then outstanding voting securities entitled to vote generally in the election ofdirectors of the corporation (or in the election of a comparable governing body of any other typeof entity) resulting from such Business Combination (including, without limitation, an entity whichas a result of such transaction owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) (the “***Surviving Company***”) insubstantially the same proportions as their Beneficial Ownership of the Voting Securitiesimmediately before such Business Combination;                    (B) the individuals who were members of the Incumbent Board immediately prior to the executionof the initial agreement providing for such Business Combination constitute more than fifty (50%)percent of the members of the board of directors (or comparable governing body of a noncorporateentity) of the Surviving Company; and                    (C) no Person (other than a member of the Excluded Group or any Person who immediately priorto such Business Combination had Beneficial Ownership of thirty percent (30%) or more of the thenVoting Securities) has Beneficial Ownership of fifty percent (50%) or more of the then combinedvoting power of the Surviving Company’s then outstanding voting securities.               (iv) The assignment, sale, conveyance, transfer, lease or other disposition of all orsubstantially all of the assets of the Company to any Person (other than the Company, any RelatedCompany or an employee benefit plan (or related trust) sponsored or maintained by the Company orany Related Company) unless, immediately following such disposition, the conditions set forth insubsection 1(c)(iii)(A), (B) and (C) above will be satisfied with respect to the entity whichacquires such assets.          (d) “***Good Reason***” shall mean Executive’s resignation upon the occurrence of one of thefollowing events, which event occurs without Executive’s written consent:               (i) A material diminution in Executive’s base compensation;
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               (ii) The Company relocates its principal offices, or Executive’s principal place ofemployment, more than fifty (50) miles from the Company’s current offices in Herndon, Virginia; or               (iii) A material diminution in Executive’s authority, duties or responsibilities.Executive must provide written notice to the Company of the occurrence of any of the foregoingevents within ninety (90) days of the occurrence of such event. The Company or any Related Companyshall have a period of thirty (30) days to remedy such event after receipt of written notice ofsuch event from Executive. Any voluntary resignation of Executive’s employment for “Good Reason”following such thirty (30) day cure period must occur no later than the date that is one yearfollowing the initial occurrence of any one of the foregoing “Good Reason” events.          (e) “***Related Company***” shall mean any entity that is directly or indirectly controlled by, incontrol of or under common control with, the Company.          (f) “***Share Awards***” means all options, restricted common shares and such other awards grantedpursuant to the Company’s equity incentive award plans or agreements and any common shares issuedupon exercise thereof.     2. Term.     The term of this Agreement shall commence on the date hereof and end on the earlier of thesecond anniversary of the date hereof or upon completion of all payments due to Executive if aChange in Control occurs before the second anniversary of the date hereof.     3. Severance Benefits.          (a) If Executive is discharged from employment by the Company without Cause, or Executiveresigns from employment with the Company for Good Reason, during the period commencing thirty (30)days prior to a Change in Control and ending eighteen (18) months following a Change in Control,subject to Executive’s compliance with Sections 3(c), 4 and 5, Executive shall be entitled toreceive the benefits provided below:               (i) Accrued Obligations. On the date of Executive’s termination from employment,Executive shall receive a lump sum cash payment for (A) Executive’s fully earned but unpaid basesalary, through the date of termination at the rate then in effect, and (B) Executive’s accrued butunused vacation through the date of termination.               (ii)  Cash Severance. Within fifteen (15) days following the Release Effective Date(as defined below), Executive shall receive a lump sum cash severance payment equal to $______;provided, however, that in no event shall this lump sum cash severance payment be paid on a datethat is later than two and one-half (21/2) months following the end of calendar year in whichExecutive is terminated.               (iii) Continued Health Benefits. If Executive elects continued coverage under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended
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(“***COBRA***”), the Company shall pay the premiums of Executive’s group health insurance coverage,including coverage for Executive’s eligible dependents, for twelve (12) months followingExecutive’s date of termination; provided, however, that the Company shall pay premiums forExecutive’s eligible dependents only for coverage for which those eligible dependents were enrolledimmediately prior to Executive’s date of termination. No premium payments will be made followingthe effective date of Executive’s eligibility for coverage by a health insurance plan of asubsequent employer. For the balance of the period that Executive is entitled to coverage underfederal COBRA law, if any, Executive will be entitled to maintain such coverage at Executive’s ownexpense.               (iv) Equity Awards. The vesting and/or exercisability of any outstanding unvestedportions of any Share Awards shall be automatically accelerated on the Release Effective Date. Theforegoing provisions are hereby deemed to be a part of each Share Award and to supersede any lessfavorable provision in any agreement or plan regarding such Share Award.          (b) Other Terminations. If Executive’s employment is terminated by the Company forany reason other than Executive’s discharge from employment by the Company without Cause, orExecutive’s resignation from employment with the Company for Good Reason, during the periodcommencing thirty (30) days prior to a Change in Control and ending eighteen (18) months followinga Change in Control (including, but not limited to, Executive’s death or disability, or after theexpiration of the term of this Agreement), the Company shall not have any other or furtherobligations to Executive under this Agreement (including any financial obligations) except thatExecutive shall be entitled to receive (i) Executive’s fully earned but unpaid base salary, throughthe date of termination at the rate then in effect, (ii) accrued but unused vacation through thedate of termination, and (iii) all other amounts or benefits to which Executive is entitled underany compensation, retirement or benefit plan or practice of the Company at the time of terminationin accordance with the terms of such plans or practices, including, without limitation, anycontinuation of benefits required by COBRA or applicable law. In addition, all vesting ofExecutive’s unvested Share Awards previously granted to him by the Company shall cease and none ofsuch unvested Share Awards shall be exercisable following the date of such termination. Theforegoing shall be in addition to, and not in lieu of, any and all other rights and remedies whichmay be available to the Company under the circumstances, whether at law or in equity.          (c) Release. As a condition to Executive’s receipt of any post-termination benefitspursuant to this Section 3, Executive shall execute and not revoke a general release of all claimsin favor of the Company (the “***Release***”) in the form attached hereto as Exhibit A or ExhibitB, as applicable. In the event Executive does not sign or revokes the Release within afifty-five (55) day period following the date of Executive’s termination of employment, Executiveshall not be entitled to the aforesaid payments and benefits. The “***Release Effective Date***” shallbe the day upon which the seven (7) day revocation period applicable to Executive’s Release expireswithout a revocation of such Release by Executive.
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          (d) Exclusive Remedy. Except as otherwise expressly required by law (*e.g.*, COBRA) oras specifically provided herein, all of Executive’s rights to cash severance, health benefitscontinuation, vesting and acceleration of equity awards, and other amounts or benefitshereunder (if any) accruing after the termination of Executive’s employment shall cease uponsuch termination. In the event Executive is discharged by the Company without Cause, or Executiveresigns for Good Reason, Executive’s sole remedy shall be to receive the payments and benefitsdescribed in this Section 3.          (e) Mitigation. Executive shall not be required to mitigate the amount of any paymentprovided for in this Section 3 by seeking other employment or otherwise, nor shall the amount ofany payment or benefit provided for in this Section 3 be reduced by any compensation earned byExecutive as the result of employment by another employer or self-employment or by retirementbenefits; provided, however, that loans, advances or other amounts owed by Executive to the Companymay be offset by the Company against amounts payable to Executive under this Section 3.          (f) Return of the Company’s Property. If Executive’s employment is terminated for anyreason, the Company shall have the right, at its option, to require Executive to vacate hisoffice(s) prior to or on the effective date of termination and to cease all activities on theCompany’s behalf. Upon the termination of his employment in any manner, as a condition toExecutive’s receipt of any post-termination benefits described in this Agreement, Executive shallimmediately surrender to the Company all lists, books and records of, or in connection with, theCompany’s business, and all other property belonging to the Company (including, but not limited to,computers, keys, security codes, access cards, credit cards, uniforms, blackberries and cellphones), it being distinctly understood that all such lists, books and records, and otherdocuments, are the property of the Company. Executive shall deliver to the Company a signedstatement certifying compliance with this Section 3(f) prior to the receipt of any post-terminationbenefits described in this Agreement.          (g) Best Pay Provision. If any payment or benefit Executive would receive under thisAgreement, when combined with any other payment or benefit Executive receives pursuant to thetermination of Executive’s employment with the Company (“***Payment***”), would (A) constitute a“parachute payment” within the meaning of Section 280G of the Code, and (B) but for this sentence,be subject to the excise tax imposed by Section 4999 of the Code (the “***Excise Tax***”), then suchPayment shall be either (1) the full amount of such Payment or (2) such lesser amount (with cashpayments being reduced before equity compensation) as would result in no portion of the Paymentbeing subject to the Excise Tax, whichever of the foregoing amounts, taking into account theapplicable federal, state and local employment taxes, income taxes, and the Excise Tax, results inExecutive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax. All determinationsrequired to be made under this Section 3(g), including whether and to what extent the Paymentsshall be reduced and the assumptions to be utilized in arriving at such determination, shall bemade by Company. Any determination by the Company shall be binding upon Executive.
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     4. Confidential Information and Non-Disclosure.          (a) Executive shall keep secret and retain in strictest confidence, and shall not use for hispersonal benefit or the benefit of others or directly or indirectly disclose, except as may berequired or appropriate in connection with his carrying out his duties under thisAgreement, all confidential information, knowledge or data relating to the Company or any ofits Related Companies, or to the Company’s or any such Related Company’s respective businesses andinvestments (including confidential information of others that has come into the possession of theCompany or any such Related Company), learned by Executive heretofore or hereafter directly orindirectly from the Company or any of its Related Companies and which is not generally availablelawfully and without breach of confidential or other fiduciary obligation to the general publicwithout restriction (the “***Confidential Company Information***”), except with the Company’s expresswritten consent or as may otherwise be required by law or any legal process.          (b) To the extent that any court or agency seeks to have Executive disclose ConfidentialCompany Information, he shall promptly inform the Company, and he shall take such reasonable stepsto prevent disclosure of such confidential information until the Company has been informed of suchrequested disclosure, and the Company has an opportunity to respond to such court or agency. Tothe extent that Executive obtains information on behalf of the Company or any of the Subsidiariesthat may be subject to attorney-client privilege as to the Company’s attorneys, Executive shalltake reasonable steps to maintain the confidentiality of such information and to preserve suchprivilege.          (c) Nothing in the foregoing provisions of this Section 4 shall be construed so as to preventExecutive from using, in connection with his employment for himself or an employer other than theCompany or any Related Companies, knowledge which is generally known (other than by reason of aviolation of this Section 4) to persons of Executive’s experience in other companies in the sameindustry.     5. Non-Solicitation and Non-Competition.          (a) Non-Solicitation. Executive agrees with the Company that, for the period duringwhich Executive is employed by the Company and for twelve (12) months thereafter, Executive willnot in any manner (A) directly or indirectly solicit, induce or encourage any employee orindependent contractor to terminate their employment with the Company or to cease renderingservices to the Company, and Executive shall not initiate discussions with any such person for anysuch purpose or authorize or knowingly cooperate with the taking of any such actions by any otherperson, or (B) hire (on behalf of Executive or any other person or entity) any employee who hasleft the employment of the Company within twelve (12) months of the termination of such employee’semployment with the Company.          (b) Non-Competition. Executive shall not, during the term of Executive’s employmentby the Company and, provided that Executive receives the severance benefit described in Section 3above, for twelve (12) months thereafter, conduct business with any of the ten (10) Persons (asdefined below) chosen by the Company, or any of its successors or assigns (a “***Designated Person***”),on or before the earlier of (i) the date of termination or (ii) within thirty (30) days after aChange in Control, whether such business is conducted by Executive individually or as a principal,partner, member, stockholder, director, trustee, officer, employee or independent contractor;provided, however, that the provisions of this Section 5(b) shall not apply to nor otherwiseprevent Executive from engaging in third-party office asset management, construction, leasing orother consulting services with any Person other than a Designated Personso long as Executive is not directly involved in the provision of such third-party services toa Designated Person. “***Person***” means any firm, corporation, partnership, limited liability company,trust, joint venture, association or other entity primarily engaged in the business of development,construction, acquisition, ownership or operation of institutional grade office property realestate and designated by the Company to such Executive in writing; provided, however, that the ten(10) Persons designated under this Section 5(b) shall be the same Persons for each of theExecutives to which a provision similar to this Section 5(b) applies. The restrictions in thisSection 5 are intended to apply to the United States only.
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     6. At-Will Employment Relationship. Executive’s employment with the Company isat-will and not for any specified period and may be terminated at any time, with or without Causeor advance notice, by either Executive or the Company. Any change to the at-will employmentrelationship must be by specific, written agreement signed by Executive and an authorizedrepresentative of the Company. Nothing in this Agreement is intended to or should be construed tocontradict, modify or alter this at-will relationship.     7. General Provisions.          (a) Successors and Assigns. The rights of the Company under this Agreement may,without the consent of Executive, be assigned by the Company, in its sole and unfettereddiscretion, to any person, firm, corporation or other business entity which at any time, whether bypurchase, merger or otherwise, directly or indirectly, acquires all or substantially all of theassets or business of the Company. The Company will require any successor (whether direct orindirect, by purchase, merger or otherwise) to all or substantially all of the business or assetsof the Company expressly to assume and to agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform it if no such succession had takenplace; provided, however, that no such assumption shall relieve the Company of its obligationshereunder. As used in this Agreement, the “***Company***” shall mean the Company as hereinbefore definedand any successor to its business and/or assets as aforesaid which assumes and agrees to performthis Agreement by operation of law or otherwise. Executive shall not be entitled to assign any ofExecutive’s rights or obligations under this Agreement. This Agreement shall inure to the benefitof and be enforceable by Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.          (b) Severability. In the event any provision of this Agreement is found to beunenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemedmodified to the extent necessary to allow enforceability of the provision as so limited, it beingintended that the parties shall receive the benefit contemplated herein to the fullest extentpermitted by law. If a deemed modification is not satisfactory in the judgment of such arbitratoror court, the unenforceable provision shall be deemed deleted, and the validity and enforceabilityof the remaining provisions shall not be affected thereby.          (c) Interpretation; Construction. The headings set forth in this Agreement are forconvenience only and shall not be used in interpreting this Agreement. This Agreement has beendrafted by legal counsel representing the Company, but Executive has participated in thenegotiation of its terms. Furthermore, Executive acknowledges that Executive has had anopportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired,and, therefore, the normal rule of construction to the effect that any ambiguities are to beresolved against the drafting party shall not be employed in the interpretation of this Agreement.Either party’s failure to enforce any provision of this Agreement shall not in any way be construedas a waiver of any such provision, or prevent that party thereafter from enforcing each and everyother provision of this Agreement.
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          (d) Governing Law and Venue. This Agreement will be governed by and construed inaccordance with the laws of the United States and the State of Delaware applicable to contractsmade and to be performed wholly within such State, and without regard to the conflicts of lawsprinciples thereof. Any suit brought hereon shall be brought in the federal courts sitting in theNorthern District of Virginia, the Parties hereby waiving any claim or defense that such forum isnot convenient or proper.          (e) Notices. Any notice required or permitted by this Agreement shall be in writingand shall be delivered as follows with notice deemed given as indicated: (i) by personal deliverywhen delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) bytelecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or(iv) by certified or registered mail, return receipt requested, upon verification of receipt.Notice shall be sent to Executive and the Company at the addresses set forth below, or such otheraddress as either party may specify in writing:               (i) if to Executive, to the address set forth in the records of the Company;               (ii) if to the Company:Republic Property Trust