exv10w2






Exhibit 10.2




FIRST POTOMAC REALTY TRUST




RESTRICTED STOCK AGREEMENT



               This RESTRICTED STOCK AGREEMENT, is entered into as of May 20, 2010 (the “Agreement”), by and
between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and
_______________ (the “Recipient”). Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2009
Equity Compensation Plan (the “Plan”).



               WHEREAS, on May 20, 2010 (the “Date of Grant”), the Compensation Committee (the “Committee”)
of the Board of Trustees (the “Board”) of the Company granted the Recipient a Restricted Stock
Award, pursuant to which the Recipient shall receive shares of the Company’s Class A Common Stock,
par value $.01 per share (“Common Stock”), pursuant to and subject to the terms and conditions of
the Plan.



               NOW, THEREFORE, in consideration of the Recipient’s services to the Company and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:



               1. Number of Shares; Restrictions. The Company hereby grants the Recipient a
Restricted Stock Award (the “Stock Award”) of 3,379 shares of restricted Common Stock (the
“Restricted Shares”) pursuant to the terms of this Agreement and the provisions of the Plan. The
Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of and shall be subject to a risk of forfeiture until the lapse of the Restricted Period,
as defined in Section 2 below.



               2. Lapse of Restrictions; Restricted Period. Except as provided in Sections 3 and 5
below, the restrictions set forth in Section 1 above shall lapse and all of the Restricted Shares
shall become unrestricted and freely tradable on May 20, 2011, if Recipient is a member of the
board of trustees of the Company or any of its affiliates.



               3. Change of Control. The provisions of the Plan applicable to a Change of Control
shall apply to the Restricted Stock, and in the event of a Change of Control, the Committee may
take such actions as it deems appropriate pursuant to the Plan. Notwithstanding the preceding
sentence, if a Change of Control occurs, all of the Restricted Stock shall become immediately
unrestricted and freely transferable by the Recipient on the date of the Change of Control.



               4. Rights of Stockholder. From and after the Date of Grant and for so long as the
Restricted Stock is held by or for the benefit of the Recipient, the Recipient shall have all the
rights of a stockholder of the Company with respect to the Restricted Stock, including but not
limited to the right to receive dividends and the right to vote such Restricted Stock. Dividends
paid on Restricted Stock shall be paid at the dividend payment date for the Common Stock in cash or
shares of Common Stock. Stock distributed in connection with a Common Stock split or Common Stock
dividend shall be subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such Common Stock has been distributed.



               5. Termination of Membership on Board of Trustees. In the event that Recipient ceases
to be a member of the Board of Trustees of the Company (the “Board”) for any reason prior to the
lapse of the Restricted Period, then the Restricted Stock and any accrued but unpaid dividends that
are at that time



 









 







subject to restrictions set forth herein shall be forfeited to the Company without payment of any
consideration by the Company, and neither the Recipient nor any of his or her successors, heirs,
assigns, or personal representatives shall thereafter have any further rights or interests in such
shares of Restricted Stock or certificates. Notwithstanding the preceding, the restrictions set
forth in Section 1 above shall lapse and the Restricted Stock shall not be forfeited on the date
Recipient ceases to be a member of the Board due to Recipient’s death, disability, required
retirement or non-reelection to the Board.



               6. Miscellaneous.



               (a) Entire Agreement. This Agreement and the Plan contain the entire understanding
and agreement of the Company and the Recipient concerning the subject matter hereof, and
supersede all earlier negotiations and understandings, written or oral, between the parties with
respect thereto.



               (b) Conflicting Provisions. This Agreement is made under and subject to the
provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference
into this Agreement. In the event of any conflict between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the
Recipient confirms that he or she has received a copy of the Plan and has had an opportunity to
review the contents thereof.



               (c) No Guarantee of Continued Membership on Board. The Recipient acknowledges and
agrees that nothing herein shall be deemed to create any implication concerning the adequacy of
the Recipient’s services to the Company or any of its subsidiaries or shall be construed as an
agreement by the Company or any of its subsidiaries, express or implied with respect to
Recipient’s continued membership on the Board.



               (d) Assignment and Transfer. Except as the Committee may otherwise permit pursuant to
the Plan, the rights and interests of the Recipient under this Agreement may not be sold, assigned,
encumbered, pledged, or otherwise transferred except in the event of the death of the Recipient, by
will or by the laws of descent and distribution. In the event of any attempt by the Recipient to
sell, assign, encumber, pledge or otherwise transfer its rights and interests hereunder, except as
provided in this Agreement, or in the event of the levy or any attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may terminate the Restricted
Shares by notice to the Recipient, and the Restricted Stock and all rights hereunder shall
thereupon become null and void. The rights and protections of the Company hereunder shall extend
to any successors or assigns of the Company. This Agreement may be assigned by the Company without
the Recipient’s consent.



               (e) Captions. The captions and section numbers appearing in this Agreement are
inserted only as a matter of convenience. They do not define, limit, construe or describe the
scope or intent of the provisions of this Agreement.



               (f) Counterparts. This Agreement may be executed in counterparts, each of which
when signed by the Company or the Recipient will be deemed an original and all of which together
will be deemed the same agreement.



               (g) Notices. Any notice to the Company provided for in this Agreement shall be
addressed to the Company in care of the General Counsel at the headquarters of the Company, and
any notice to the Recipient shall be addressed to the Recipient at his current home address shown
on the records of the Company, or such other address as the



 









 







Recipient may designate to the Company in writing pursuant to the procedures of this Section 6(g). Any notice shall be given by personal
delivery, by first class U.S. Mail, or by facsimile.



               (h) Amendments. Subject to the provisions of the Plan, this Agreement may be amended
or modified at any time by an instrument in writing signed by the parties hereto.



               (i) Governing Law. This Agreement and the rights of all persons claiming hereunder
will be construed and determined in accordance with the laws of the State of Maryland without
giving effect to the choice of law principles thereof.



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



	 	 	 	 	 	 	 

	 	 	FIRST POTOMAC REALTY TRUST	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Joel F. Bonder 

Executive Vice President 

and General Counsel
	 	 
	 
	 	 	 	 	 	 
	 	 	RECIPIENT