Randel Waites Severance Agreement



 Exhibit 10.3 
  
 AMENDED AND RESTATED SEVERANCE AGREEMENT 
  
 THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this 21st day of
October, 2004 by and among Prime Group Realty Trust, a Maryland real estate investment trust (“PGRT”), Prime Group Realty, L.P., a Delaware limited partnership and the operating partnership for PGRT (“Prime”) (Prime and PGRT are
hereinafter sometimes collectively referred to as “Employer”), and Randel S. Waites, an individual domiciled in the State of Illinois (“Executive”). 
  
 W I T N E S S E T H 
  
 A. Employer and Executive entered into that certain Severance Agreement (the “Existing Agreement”) dated as of September 28, 2004 pursuant to
which Executive became employed by Employer as the Senior Vice President-Office Asset Management of Employer. 
  
 B. Employer is engaged primarily in the ownership, management, leasing, marketing, acquisition, development and construction of office and industrial real
estate facilities throughout the Chicago metropolitan area. 
  
 C.
Employer believes that it would benefit from the continued application of Executive’s particular and unique skill, experience, and background to the development of office properties and the management thereof. 
  
 D. Executive wishes to commit to continue to serve Employer in the position
set forth herein on the terms herein provided. 
  
 E. The parties
wish to amend and restate the Existing Agreement in its entirety on the terms and conditions hereinafter set forth. 
  
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein set forth, and for other good and valuable consideration, Employer and
Executive hereby agree as follows: 
  
 1. Employment and
Duties. During the Employment Term (as defined in Section 2 hereof), Employer agrees to employ Executive, and Executive agrees to be employed by Employer, as the Senior Vice President-Office Asset Management of Employer on the terms and
conditions provided in this Agreement. Executive shall conduct, operate, manage and promote the business and business concept of Employer. The Chief Executive Officer of Employer may from time to time further define and clarify Executive’s
duties and services hereunder as Senior Vice President-Office Asset Management of Employer. Executive agrees to devote Executive’s best efforts and substantially all of Executive’s business time, attention, energy and skill to perform
Executive’s duties as Senior Vice President-Office Asset Management. 
  
 2. Term. The term of this Agreement shall commence on the date hereof and expire on November 17, 2005 (the “Initial Term”), provided, however, that this Agreement shall automatically be renewed for
successive one year terms following the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Employment Term”), unless at least six (6) months prior to, in the case of a non-renewal by Employer, or at
least thirty (30) days prior 







 to, in the case of a non-renewal by Executive, the end of the Initial Term or any Renewal Term, as applicable, either
party shall give the other written notice of its intention to terminate this Agreement. 
  
 3. Compensation and Related Matters. (a) Base Salary. As compensation for performing the services required by this Agreement during the Employment Term, Employer shall pay to Executive an annual salary
of no less than the annual base salary currently paid to Executive as of the date hereof (“Base Compensation”), payable in accordance with the general policies and procedures for payment of salaries to its executive personnel maintained,
from time to time, by Employer (but no less frequently than monthly), subject to withholding for applicable federal, state, and local taxes. Increases in Base Compensation, if any, shall be determined by the Compensation Committee (the
“Committee”) of the Board of Trustees of PGRT (the “Board”) or the Chief Executive Officer of PGRT, based on periodic reviews of Executive’s performance conducted on at least an annual basis. 
  
 (b) Bonus. In addition to Base Compensation, the Board, the Committee
and/or the Chief Executive Officer of PGRT, in their sole and absolute discretion, may, but in no event shall be obligated to, authorize the payment of a bonus (a “Performance Bonus Distribution”) payable in cash, common shares in PGRT
and/or options for PGRT shares to Executive based upon achievement of such corporate and individual performance goals and objectives as may be established or determined by the Board, the Committee and/or the Chief Executive Officer of PGRT from time
to time. 
  
 (c) Benefits. During the Employment Term and
subject to the limitations and alternative rights set forth in this Section 3(c), Executive and Executive’s eligible dependents shall have the right to participate in the medical and dental benefit plan established by Employer (which may
include contributions by Executive) and in any other retirement, pension, insurance, health or other benefit plan or program that has been or is hereafter adopted by Employer (or in which Employer participates), as such plans and programs may be
amended or modified from time to time by Employer, according to the terms of such plan or program with all the benefits, rights and privileges as are enjoyed by any other executive officers of Employer. Employer has in place a life insurance program
in which Executive will be entitled to participate. If the participation of Executive would adversely affect the qualification of a plan intended to be qualified under Section 401(a) of the Internal Revenue Code as the same may be amended from time
to time (the “Code”), Employer shall have the right to exclude Executive from that plan in return for Executive’s participation in (i) a nonqualified deferred compensation plan or (ii) an arrangement providing substantially comparable
benefits under a plan that is either a qualified or nonqualified under the Code at Employer’s option. 
  
 (d) Expenses. Executive shall be reimbursed, subject to Employer’s receipt of invoices or similar records as Employer may reasonably request
in accordance with its policies and procedures, as such policies and procedures may be amended or modified from time to time by Employer, for all reasonable and necessary expenses incurred by Executive in the performance of Executive’s duties
hereunder, including expenses for business entertainment and meals (whether in or out of town) and gas for business travel, but excluding automobile insurance. 
  

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 (e) Vacations. During the Employment Term, Executive shall be entitled to vacation in accordance
with Employer’s practices, as such practices may be amended or modified from time to time by Employer, provided that Executive shall be entitled to at least three (3) weeks paid vacation in each full calendar year. Executive may not accrue
unused vacation time if not used in any calendar year or years Executive shall not be entitled to a payment for any vacation time which has not been used as of the date of the termination of Executive’s employment with Employer. 
  
 4. Termination and Termination Benefits. (a) Termination by
Employer. (i) Without Cause. Employer may terminate this Agreement and Executive’s employment at any time (other than for Cause, as that term is defined in Section 4(a)(ii) hereof) upon thirty (30) days’ prior written notice to
Executive. In connection with the termination of Executive’s employment pursuant to this Section 4(a)(i), (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of
such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b)
hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any
calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay
to Executive the Termination Compensation specified in Section 4(d) hereof. For purposes of calculating Executive’s pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes
place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of
Executive’s then current annual Base Compensation. For purposes of this Agreement, the “effective date of termination” shall mean the last day on which Executive is employed with Employer which may be later than the date of the
delivery of any applicable notice of termination. 
  
 (ii)
With Cause. Employer may terminate this Agreement for Cause immediately upon written notice to Executive. Employer may elect to require Executive to continue to perform Executive’s duties under this Agreement for an additional thirty
(30) days following notice of termination. In connection with the termination of Executive’s employment pursuant to this Section 4(a)(ii), (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a)
hereof up to the effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to any Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any
calendar years prior to the calendar year in which such termination occurs and (B) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For purposes of this
Section 4(a)(ii), “Cause” shall mean (1) a finding by the Board that Executive has materially harmed Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful
malfeasance, (2) Executive’s conviction of (or plea of nolo contendere to) a felony involving acts of dishonesty, financial untrustworthiness or adversely impacting 
  

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 Executive’s ability to perform Executive’s duties hereunder, (3) Executive’s failure to perform (which
shall not include inability to perform due to disability) in any material respect Executive’s material duties under this Agreement after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if
Executive’s failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion), (4) the breach by
Executive of any of Executive’s material obligations hereunder (other than those covered by clause (3) above) and the failure of Executive to cure such breach within thirty (30) days after receipt by Executive of a written notice of Employer
specifying in reasonable detail the nature of the breach, or (5) Executive’s sanction (including restrictions, prohibitions and limitations agreed to under a consent decree or agreed order) under, or conviction for violation of, any federal or
state securities law, rule or regulation (provided that in the case of a sanction, such sanction materially impedes or impairs the ability of Executive to perform Executive’s duties and exercise Executive’s responsibilities hereunder in a
satisfactory manner). 
  
 (iii) Disability. If due to
illness, physical or mental disability, or other incapacity, Executive shall fail during any four (4) consecutive months to perform the duties required by this Agreement, Employer may, upon thirty (30) days’ written notice to Executive,
terminate this Agreement and Executive’s employment. In the event of any such termination, (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a) hereof up to the effective date of such
termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof
up to the first day of such four (4) month period and, to the extent not previously paid, Executive shall be entitled to all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any
calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c) (or the after-tax cash equivalent), 3(d) and 3(e) hereof up to the effective date of such
termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 4(d) hereof, but only if and to the extent that Employer has actually obtained disability insurance coverage for Executive at commercially
reasonable rates in Employer’s discretion which reimburses Employer for, or pays Executive directly, such amounts. As an alternative to carrying such disability insurance, Employer may carry long-term disability insurance having employee as a
beneficiary, which shall relieve Employer of paying the Termination Compensation. For purposes of calculating Executive’s pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination
takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive’s then current
annual Base Compensation. This Section 4(a)(iii) shall not limit the entitlement of Executive, Executive’s estate or beneficiaries to any disability or other benefits available to Executive under any disability insurance or other benefits plan
or policy which is maintained by Employer for Executive’s benefit (as opposed to Employer’s benefit). For purposes of this Agreement, the “date of disability” shall mean the first day of the consecutive period during which
Executive fails to perform the duties required by this Agreement due to illness, physical or mental disability or other incapacity. 
  

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 (b) Termination by Executive. (i) After Change of Control. Executive may terminate this
Agreement upon thirty (30) days’ written notice to Employer following any “change of control” (as defined below) of Employer and (i) a resulting “diminution event” (as defined below) or (ii) a resulting relocation of
Executive’s office to a location more than twenty-five (25) miles from 77 West Wacker Drive, Chicago, Illinois, but in no event later than one year after the change of control event. In addition to the foregoing, Executive may terminate this
Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of
control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive’s duties under this Agreement for an
additional thirty (30) days following notice of termination; provided, however, in the event the notice of termination is given prior to a change of control (and such notice is contingent on the occurrence of the change of control), Executive shall
perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of
control of (i) the Termination Compensation pursuant to Section 4(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 4(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits
provided for, in this Agreement. In the event of such termination, (A) Employer shall pay to Executive Executive’s Base Compensation up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any
Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not
previously paid, Executive shall be entitled to all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs,
(C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 4(d) hereof
(which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the event Executive has given a notice of termination prior to the change of control). For purposes of
calculating Executive’s pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance
Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive’s then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its
obligation under Section 8 hereof and, as a consequence thereof, Executive’s employment with Employer (or Employer’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 4(b)(i).

  
 For purposes of this Section 4(b)(i), (A) a “change of
control” of Employer shall be deemed to have occurred if: (1) 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 (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), becomes the beneficial owner of shares of beneficial interests or limited partnership
interests, as applicable, of Employer 
  

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 having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of
Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following
which the shareholders of 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 (3) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were trustees of Employer immediately before the beginning of such period (the
“Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date hereof 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 two-thirds 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; and (B) a
“diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of title below Senior Vice President-Office Asset Management) or (2) the compensation package for Executive.

  
 (ii) Without Good Reason. Executive may terminate this
Agreement and Executive’s employment at any time for any reason or for no reason upon thirty (30) days’ written notice to Employer, during which period Executive shall continue to perform Executive’s duties under this Agreement if
Employer so elects. In connection with the termination of Executive’s employment pursuant to this Section 4(b)(ii), (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a) hereof up to the
effective date of such termination, and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year
in which such termination occurs and (B) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination. 
  
 (iii) For Good Reason. Executive may terminate this Agreement for Good Reason upon thirty (30) days’ written
notice to Employer. In connection with the termination of Executive’s employment pursuant to this Section 4(b)(iii), (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a) hereof up to the
effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance
with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with
respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D)
Employer shall pay to Executive the Termination Compensation specified in Section 4(d) hereof. For purposes of calculating Executive’s pro rata portion of any Performance Bonus Distribution pursuant to 
  

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 clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance
Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive’s then current annual Base
Compensation. For purposes of this Section 4(b)(iii), “Good Reason” shall mean (1) any material breach by Employer of the terms of this Agreement which is not cured within thirty (30) days after receipt by Employer of a written notice from
Executive specifying in reasonable detail the nature of the breach, or (2) any relocation of Executive’s office to a location more than twenty-five (25) miles from 77 West Wacker Drive, Chicago, Illinois. 
  
 (c) Death. Notwithstanding any other provision of this Agreement, this
Agreement shall terminate on the date of Executive’s death. In such event, (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a) hereof up to the date of such death, (B) Employer shall pay to
Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such death occurs in accordance with Section 3(b) hereof up to the effective date of such death and,
to the extent not previously paid, Executive shall be entitled to all Performance Distribution Bonus payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such death
occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c) (or the after-tax cash equivalent), 3(d) and 3(e) hereof up to the date of such death and (D) Employer shall pay to Executive the Termination Corporation
specified in Section 4(d) hereof, but only if and to the extent that Employer has actually obtained life insurance coverage for Executive at commercially reasonable rates in Employer’s discretion which reimburses Employer for the payment of the
Termination Compensation or, alternatively, which names Executive’s designee as the beneficiary, in which case the Termination Compensation shall be paid directly by the applicable insurance company to Executive’s beneficiary. This Section
4(c) shall not limit the entitlement of Executive, Executive’s estate or beneficiaries under any insurance or other benefits plan or policy which is maintained by Employer for Executive’s benefit (as opposed to Employer’s benefit).
For purposes of calculating Executive’s pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution,
the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive’s then current annual Base Compensation. 
  
 (d) Termination Compensation. In the event of a termination of this
Agreement pursuant to Section 4(a)(i) (by Employer without cause), 4(a)(iii) (disability), 4(b)(i) (change of control), 4(b)(iii) (by Executive for good reason) or 4(c) (death) hereof, Employer shall pay to Executive, within thirty (30) days of
termination (or upon the occurrence of a change of control as provided in Section 4(b)(i) above), an amount in one lump sum (“Termination Compensation”) equal to: 
  
 (i) in the case of a termination pursuant to Section 4(a)(i) (by Employer without cause) except as specified in clause
4(d)(ii) below, 4(a)(iii) (disability), 4(b)(iii) (by Executive for good reason) or 4(c) (death) hereof, fifty percent (50%) of the sum of (A) the Executive’s then current annual Base Compensation, plus (B) the average annual Performance Bonus
Distribution paid or payable to Executive for or with respect to the full two 
  

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 calendar years immediately preceding the calendar year in which the date of termination occurs, but in the case of
Sections 4(a)(iii) (disability) and 4(c) (death), subject to the availability of insurance coverage as provided in such Sections; or 
  
 (ii) in the case of a termination pursuant to Section 4(a)(i) (by Employer without cause) within one year after a change of control or Section 4(b)(i)
(change of control) hereof, the sum of (A) the Executive’s then current annual Base Compensation, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years
immediately preceding the calendar year in which the date of termination occurs. 
  
 For purposes of calculating Executive’s Termination Compensation pursuant to this Section 4(d), the value of any Performance Bonus Distribution component of the Termination Compensation calculation which is comprised of shares or share
options shall be determined based upon the cash equivalent amount for such share and/or share options as approved by the Board or the Committee, as applicable, at the time of the grant, and for the purposes of Termination Compensation shall be paid
entirely in cash. 
  
 Employer’s obligations to make any
Termination Compensation payments under this Agreement shall be subject to the execution, enforceability and effectiveness of a general release and waiver of all claims by the Employee with respect to the Employer and its subsidiaries, and their
respective affiliates, officers, directors, trustees, employees and agents, pursuant to a separation and/or waiver agreement in form and substance reasonably specified by the Employer. 
  
 5. Covenants of Executive. 
  

(a) No Conflicts. Executive represents and warrants that Executive is not personally subject to any agreement, order or decree which restricts
Executive’s acceptance of this Agreement and the performance of Executive’s duties with Employer hereunder. 
  
 (b) Non-Disclosure. During the Employment Term and for a period of two years after the expiration or termination of this Agreement for any reason,
Executive shall not disclose or use, except in the pursuit of the Business for or on behalf of Employer, any Trade Secret (as hereinafter defined) of Employer, whether such Trade Secret is in Executive’s memory or embodied in writing or other
physical form. For purposes of this Section 5(c), “Trade Secret” means any information which derives independent economic value, actual or potential, with respect to Employer from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts to maintain its secrecy that are reasonable under the circumstances, including, but not limited to, trade secrets,
customer lists, sales records and other proprietary commercial information. Said term, however, shall not include general “know-how” information acquired by Executive prior to or during the course of Executive’s service which could
have been obtained by him from public sources without the expenditure of significant time, effort and expense which does not relate to Employer. 
  
 (c) Return of Documents. Upon termination of Executive’s services with Employer, Executive shall return all originals and copies of books,
records, documents, customer lists, sales materials, tapes, keys, credit cards and other tangible property of Employer within Executive’s possession or under Executive’s control. 
  

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 (d) Equitable Relief. In the event of any breach by Executive of any of the covenants contained in
this Section 5, it is specifically understood and agreed that Employer shall be entitled, in addition to any other remedy which it may have, to equitable relief by way of injunction, an accounting or otherwise and to notify any employer or
prospective employer of Executive as to the terms and conditions hereof. 
  
 (e) Acknowledgment. Executive acknowledges that Executive will be directly and materially involved as a senior executive in all important policy and operational decisions of Employer. Executive further
acknowledges that the scope of the foregoing restrictions has been specifically bargained between Employer and Executive, each being fully informed of all relevant facts. Accordingly, Executive acknowledges that the foregoing restrictions of this
Section 5 are fair and reasonable, are minimally necessary to protect Employer, its other partners and the public from the unfair competition of Executive who, as a result of Executive’s performance of services on behalf of Employer, will have
had unlimited access to the most confidential and important information of Employer, its business and future plans. Executive furthermore acknowledges that no unreasonable harm or injury will be suffered by him from enforcement of the covenants
contained herein and that Executive will be able to earn a reasonable livelihood following termination of Executive’s services notwithstanding enforcement of the covenants contained herein. 
  
 (f) Nondisparagement. The parties further agree that during and after
the termination of their employment relationship, each party shall refrain from making any disparaging remarks or comments with respect to any party hereto, and such remarks or comments shall be deemed a breach of the Agreement. The parties shall
direct their respective attorneys, affiliates and investment bankers to refrain from making any disparaging remarks or comments with respect to any party hereto. Notwithstanding the foregoing, either party shall be permitted to make statements as
reasonably necessary to enforce his or its claims under the Agreement in a legal proceeding. 
  
 6. Prior Agreements. This Agreement amends and restates in its entirety the Existing Agreement and supersedes and is in lieu of any and all other employment agreements or arrangements between Executive and
Employer or its predecessor or any subsidiary, including the Existing Agreement, and any and all such employment agreements and arrangements are hereby terminated and deemed of no further force or effect. 
  
 7. Assignment. Neither this Agreement nor any rights or duties of
Executive hereunder shall be assignable by Executive and any such purported assignment by him shall be void. Employer may assign all or any of its rights hereunder provided that substantially all of the assets of Employer are also transferred to the
same party. 
  
 8. Successor to Employer. Employer will
require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of Employer, as the case may be, by agreement in form and substance 
  

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 reasonably satisfactory to Executive, expressly, absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession or assignment had taken place. Any failure of Employer to obtain such agreement prior to the effectiveness of any such succession
or assignment shall be a material breach of this Agreement giving Executive the right to terminate this Agreement, in which case Executive shall be entitled to receive the compensation specified in Section 4(b)(i) (change of control) hereof. This
Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still
payable to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there be no such designee, to
Executive’s estate. 
  

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 9. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient
if in writing and if personally delivered, sent by courier or by certified mail, postage or delivery charges prepaid, to the following addresses: 
  

	 	(a)	if to Executive, to: 

  
 Randel S. Waites 
 256 Talismon Drive

 Crystal Lake, IL 60012 
  

	 	(b)	if to Employer, to: 

  
 Prime Group Realty Trust 
 Suite 3900

 77 West Wacker Drive 
 Chicago, IL 60601 
 Attn: Chief Executive Officer 
  
 With a copy to: 
  
 Prime Group Realty Trust 
 Suite 3900

 77 West Wacker Drive 
 Chicago, IL 60601 
 Attn: General Counsel 
  

and to: 
  
 Winston & Strawn 
 35 West Wacker Drive

 Chicago, IL 60601 
 Attn:
Wayne D. Boberg 
  
 Any notice, claim, demand, request or other communication
given as provided in this Section 9, if delivered personally, shall be effective upon delivery; and if given by courier, shall be effective one (1) business day after deposit with the courier if next day delivery is guaranteed; and if given by
certified mail, shall be effective three (3) business days after deposit in the mail. Either party may change the address at which it is to be given notice by giving written notice to the other party as provided in this Section 9. 
  
 10. Amendment. This Agreement may not be changed, modified or amended
except in writing signed by both parties hereto. 
  
 11. Waiver
of Breach. The waiver by either party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. 
  
 12. Severability. Employer and Executive each expressly agree and contract that it is not the intention of either
party to violate any public policy, statutory or common law, and that if any covenant, sentence, paragraph, clause or combination of the same of this Agreement (a “Contractual Provision”) is in violation of the law of any state where
applicable, such 
  

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 Contractual Provision shall be void in the jurisdictions where it is unlawful, and the remainder of such Contractual
Provision, if any, and the remainder of this Agreement shall remain binding on the parties such that such Contractual Provision shall be binding only to the extent that such Contractual Provision is lawful or may be lawfully performed under then
applicable laws. In the event that any part of any Contractual Provision of this Agreement is determined by a court of competent jurisdiction to be overly broad thereby making the Contractual Provision unenforceable, the parties hereto agree, and it
is their desire, that such court shall substitute a judicially enforceable limitation in its place, and that the Contractual Provision, as so modified, shall be binding upon the parties as if originally set forth herein. 
  
 13. Governing Law. This Agreement shall be governed by, and construed,
interpreted and enforced in accordance with the laws of the State of Illinois, exclusive of the conflict of laws provisions of the State of Illinois. 
  
 [signature page follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Severance Agreement as of
the date first written above. 
  

			
	 EMPLOYER:

	
	 PRIME GROUP REALTY TRUST

		
	 By:
	 	 /s/ Jeffrey A. Patterson


	 	 	Jeffrey A. Patterson, Chief Executive Officer and President
	
	 PRIME GROUP REALTY, L.P.

		
	 By:
	 	 Prime Group Realty Trust, its General Partner

		
	 By:
	 	 /s/ Jeffrey A. Patterson


	 	 	Jeffrey A. Patterson, Chief Executive Officer and President
	
	 EXECUTIVE:

	
	 /s/ Randel S. Waites


	 Randel S. Waites