EX-10.3



 Exhibit 10.3 
 First Potomac Realty Trust 
 Summary of Long-Term Incentive Compensation
Program 
 On April 2, 2013, the Compensation Committee (the “Compensation Committee”) of the Board of
Trustees of First Potomac Realty Trust (the “Company”) adopted a new program for granting long-term incentive awards to the Company’s executive officers and certain other senior officers (the “LTI Program”). In
addition, the Compensation Committee set the specific target amounts and performance metrics for the long-term incentive awards for the executive and senior officers for the 2013 plan year. Such awards are expected to be made in the first quarter of
2014. Awards under the new LTI Program are intended to closely align the interests of the Company’s executive and senior officers with the interests of the Company’s shareholders and promote executive officer retention. 

Under the LTI Program, for each fiscal year covered by the program, participants’ annual long-term incentive awards will be broken
into two parts, each of which will be made in the first quarter of the following fiscal year (with the first award under the LTI Program scheduled to be made in the first quarter of 2014): (i) 40% of the award will be fixed based on the
aggregate target amount of the award; and (ii) the balance of the award will be determined based on performance metrics set annually by the Compensation Committee. Once awarded (upon achieving the performance metrics, if applicable), the
long-term incentive awards will be made in the form of restricted common shares that vest in equal installments over a three-year period. Dividends will be paid on all awarded but unvested shares. The number of shares awarded to each individual will
be determined by dividing the dollar amount of the award by the closing price of the Company’s common shares on the New York Stock Exchange on the date of the grant. 
 The performance metrics used for the LTI Program, and the levels of performance (threshold, target and stretch) required to be achieved for participants in the program, will be set by the Compensation
Committee annually (in the first quarter of each applicable year). For the 2013 plan year (which awards will be made in the first quarter of 2014), performance will be measured over a one-year period. For the 2014 plan year (which awards will be
made in the first quarter of 2015), performance will be measured over a two-year period. For all subsequent years, performance will be measured over a three-year period. 
 At the same time that the performance metrics and levels are set by the Compensation Committee, the Compensation Committee will review and establish the aggregate amount of the target long-term incentive
award under the LTI Program for each of the executive and senior officers for the coming year. For the 2013 plan year, the Compensation Committee approved the following amounts for the long-term incentive awards (which awards will be made in the
first quarter of 2014): 
  

																					
	 	  	Aggregate
Amount of
Target LTI	 	  	Fixed
Portion
of LTI
Award
(40% of
Aggregate
Target	 	  	Performance Portion of LTI Award	 
	 Position
	  	Award	 	  	LTI)	 	  	Threshold	 	  	Target	 	  	Stretch	 
	 Chief Executive Officer
	  	$	1,100,000	  	  	$	440,000	  	  	$	330,000	  	  	$	660,000	  	  	$	990,000	  
	 Chief Financial Officer
	  	$	550,000	  	  	$	220,000	  	  	$	165,000	  	  	$	330,000	  	  	$	495,000	  
	 Chief Investment Officer
	  	$	575,000	  	  	$	230,000	  	  	$	172,500	  	  	$	345,000	  	  	$	517,500	  
	 Chief Operating Officer
	  	$	550,000	  	  	$	220,000	  	  	$	165,000	  	  	$	330,000	  	  	$	495,000	  
	 Senior Vice Presidents
	  	$	125,000	  	  	$	50,000	  	  	$	37,500	  	  	$	75,000	  	  	$	112,500	  








 For the 2013 plan year, the number of restricted common shares granted pursuant to the
performance component of the annual award will be determined based on achievement of the following performance metrics in the 2013 fiscal year: 
  

																	
	 Performance Metrics
	 	Award
Weighting	 	 	Threshold	 	 	Target	 	 	Stretch	 
	 Relative Shareholder Return – Total Shareholder Return(1) vs. the Morgan Stanley REIT Index
(“RMS”)
	 	 	50	% 	 	 	-300	 bps 	 	  
	 0
	  bps 
	 	 	+300	 bps 
	 Absolute Total Shareholder Return(1)
	 	 	50	% 	 	 	7.00	% 	 	 	10.00	% 	 	 	13.00	% 
	 Percent of Performance Portion of Award Earned
	 				 	 	50	% 	 	 	100	% 	 	 	150	% 

  

	(1) 	 Total shareholder return is calculated as (i) the sum of (a) the cumulative amount of dividends paid per share over the measurement period, assuming
the reinvestment of dividends in common shares of the Company, and (b) an amount equal to (x) the closing common share price on the last trading day of the measurement period, minus (y) the closing common share price on the first trading day of the
measurement period, divided by (ii) the closing common share price on the first trading day of the measurement period. 


 If the performance level is between two of these identified levels of performance (i.e., between threshold and target or between target and stretch), the actual amount of the award that is earned will be
“interpolated” using the two identified levels of performance. 
 The Company believes that relative shareholder
return and absolute total shareholder return are appropriate metrics to use for rewarding long-term performance. The relative shareholder return metric reflects how well the Company has performed for its shareholders as compared to the RMS, which is
a widely used and accepted index that reflects the performance of the real estate investment trust (“REIT”) sector as a whole. Absolute total shareholder return measures value created for the Company’s shareholders regardless
of the performance of the REIT sector as a whole. 
 All restricted common shares issued under the LTI Program will be granted
under the Company’s 2009 Equity Compensation Plan, as amended.