exv10w1







Exhibit 10.1




AMENDMENT NO. 1




TO

FIRST POTOMAC REALTY TRUST

2009 EQUITY COMPENSATION PLAN




               WHEREAS, the First Potomac Realty Trust 2009 Equity Compensation Plan (the “2009 Plan”)
was approved by shareholders on May 21, 2009;



               WHEREAS, the Board believes that the availability of Stock Award incentives under the
2009 Plan is important to the Company’s ability to attract and retain highly qualified,
experienced employees and to further align such employees’ interests with those of the
Company’s shareholders;



               WHEREAS, the Board wishes to amend the 2009 Plan (the “Amendment No. 1”) in order to
increase the aggregate number of shares reserved for issuance in order to provide
appropriate incentives to present and future employees and to implement a “fungible share
pool.”



               NOW, THEREFORE, the 2009 Plan is amended as follows:




     1. Sections 5.02 and 5.03 of the 2009 Plan are hereby deleted in their entirety
and replaced in their stead with the following new Sections 5.02 and 5.03:




     “5.02. Aggregate Limit



               The maximum aggregate number of Common Shares that may be issued under this Plan pursuant to
the exercise of SARs and Options and the grant of Share Awards and Equity Awards and the settlement
of Performance Units is 2,900,000 shares. The maximum aggregate number of Common Shares that may
be issued under this Plan shall be subject to adjustment as provided in Article XII.



               In determining the number of Common Shares that are available for grant under this Plan,
Common Shares covered by an award shall be counted as used as of the date of grant. After the
effective date of this Amendment No. 1, any Common Shares that are subject to awards of Options
shall be counted against the limit set forth in this Section 5.02 as one (1) Common Share for every
one (1) Common Share subject to an Award of Options. With respect to SARs, the number of Common
Shares subject to an award of SARs will be counted against the aggregate number of Common Shares
available for issuance under the Plan as one (1) Common Share for every one (1) Common Share
subject to the Award of SARs regardless of the number of Common Shares actually issued to settle
the SAR upon exercise. Any Common Shares that are subject to Awards other than Options or SARs
shall be counted against the limit set forth in this Section 5.02 as 3.44 Common Shares for every
one (1) Common Share granted.




     5.03. Reallocation of Shares



               If any Common Shares covered by an award granted under the Plan are not purchased or are
forfeited or expire, or if an award otherwise terminates without delivery of any Common Shares
subject thereto or is settled in cash in lieu of Common Shares, then the number of Common Shares
counted against the aggregate number of Common Shares available under the Plan with respect to such
award shall, to the extent of any such forfeiture, termination, expiration or settlement in cash,
again be available for making awards under the Plan in the same amount as such Common Shares were
counted against the limit set forth in Section 5.02. Notwithstanding the foregoing, Common Shares
surrendered by a Participant in payment of the Option price or other purchase price of an award or
in satisfaction of any tax withholding obligations shall not be available for reissuance under the
Plan.”




     2. Except to the extent hereby amended, the 2009 Plan remains unchanged and shall
continue in full force and effect.




     3. The effective date of this Amendment is May 20, 2010.



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