Exhibit 10.9**EMPLOYMENT AGREEMENT**     THISEMPLOYMENT AGREEMENT (this “***Agreement***”) ismade and entered into as of this 5th day of February, 2007 by and between Greg Conley (“***Executive***”) and HFF, Inc., a Delaware Corporation(the ***“Company”***).**WITNESSETH:**     **WHEREAS**, HFF Holdings LLC, a Delaware limited liability company (“***HFF Holdings***”) is party tothat certain Sale and Merger Agreement, dated as of January 30, 2007, among HFF Holdings, theCompany, and the other parties thereto (the “***Sale and Merger Agreement***”), pursuant to which theCompany will acquire 100% of HFF Partnership Holdings LLC, a Delaware limited liability company(“***Holdco***”) (through its wholly-owned subsidiary, Holliday GP Corp. (the “***General Partner***”), whichis the current general partner of Holliday Fenoglio Fowler, L.P., a Texas limited partnership (“***HFFLP***”)).     **WHEREAS**, conditioned upon the closing of the transactions contemplated by the Sale and MergerAgreement (the “***Closing***”) and the effectiveness of a Registration Statement on Form S-1 registeringthe Company’s Class A common stock (the “***Registration Statement***”), the Company desires to continuethe employ of Executive, and Executive desires to continue to be employed by the Company, under theterms specified in this Agreement.     **NOW, THEREFORE**, in consideration of the premises and other good and valuable consideration,receipt of which is hereby acknowledged, the parties hereto agree as follows:**1.****Employment****.**Provided that the Closing occurs and the Registration Statement becomeseffective, the Company agrees, during the Term (as defined in Section 2 below), to employ Executiveas an employee of the Company and Executive agrees to accept such employment, upon the terms andconditions hereinafter set forth.**2.****Term****.**Subject to earlier expiration under Section 6 below, Executive’s employment bythe Company hereunder shall be for a term commencing on the date that of the Closing (the“***Effective Date***”) and expiring on the close of business on the second anniversary of the EffectiveDate (the “***Term***”); provided that such Term is not extended in accordance with the next followingsentence. The Term shall automatically be extended for an additional one year period on eachanniversary of the Effective Date unless, not later than 120 days prior to any such anniversary,either party to this Agreement shall have given notice to the other that the Term shall not beextended or further extended beyond its then automatically extended term, if any. The effectivedate of the termination of Executive’s employment hereunder, regardless of the reason therefor, isreferred to in this Agreement as the “***Date of Termination***.” Notwithstanding the foregoing, theprovisions contained in Section 7 (Non-Disclosure), Section 8 (Non-Disparagement) and Section 9(Enforcement; Remedies and Forfeitures) shall survive and continue after the Term.**3.****Duties and Responsibilities**.          (a) Positions. During the Term, Executive shall serve as the Chief Financial Officer(the “***CFO***”) of the Company.
 

 
          (b) Duties and Responsibilities. Executive shall render service as the CFO primarilyin the Company’s Houston, Texas office. Executive’s primary duties and obligations hereunder shallbe as directed from time to time by the Chief Executive Officer of the Company (the “CEO”). Infurtherance of the foregoing, during the Term, Executive shall devote substantially all of hisbusiness time to carrying out such duties.          (c) Time Commitment. Executive’s employment by the Company shall be full-time andexclusive and, during the Term, Executive agrees that he shall (i) devote substantially all of hisbusiness time and attention, his best efforts, and all his skill and ability to promote theinterests of the Company and its affiliates, and (ii) carry out his duties in a competent andprofessional manner. Notwithstanding the foregoing, subject to the terms of Section 3(b), Executiveshall be permitted to (A) engage in charitable and civic activities, and (B) manage his personalpassive investments which are (1) investments that are not similar or related to the kinds ofinvestments entered into by Company or its affiliates, and (2) are fully disclosed to the CEO andare approved in writing by the CEO prior to such investment.**4.****Compensation****.**          (a) Salary. During the Term, as compensation for his services hereunder and inconsideration of the obligations contained herein, during the Term the Company shall pay Executive,in accordance with its normal payroll practice an annual salary of $215,000 (the “Base Salary”).During the Term, the Compensation Committee of the Company’s Board of Directors (the “CompensationCommittee”) in consultation with the CEO shall review the Base Salary annually and may, in theCompensation Committee’s sole discretion, increase (but not decrease) the Base Salary.          (b) Cash Bonus. During the Term, Executive shall be eligible to receive an annualcash bonus of up to 50% of his Base Salary, as determined by the Compensation Committee (the“Bonus”), which shall be payable based upon Executive’s individual achievement of pre-determinedfinancial or strategic performance goals established by the Company from time to time, in its soleand absolute discretion.          (c) Long-Term Incentive Compensation. On the Effective Date, subject to the terms andconditions of the HFF, Inc. 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and theapplicable award agreement with Executive under the Omnibus Plan (the “Award Agreement”), theCompany shall grant to Executive Restricted Stock Units (the “RSUs”) based upon the Company’s ClassA common stock (“Common Stock”) with an aggregate fair market value on the date of grant of$300,000. Subject to the terms of the Omnibus Plan, the Award Agreement, and as otherwise providedherein, the RSUs granted hereunder shall vest as follows, provided that the Executive must beemployed by the Company on the relevant vesting date: (i) 25% of the RSUs will vest on the secondanniversary of the Effective Date, and (ii) an additional 25% of the RSUs will vest on each of thethird, fourth and fifth anniversaries of the Effective Date. Shares of stock will be delivered tothe Executive immediately following the applicable vesting date.
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**5.****Expenses; Fringe Benefits****.**          (a) Expense Reimbursement. During the Term, the Company agrees to reimburse Executivefor all reasonable, ordinary, necessary and documented business expenses incurred in theperformance of services hereunder in accordance with the policies of the Company as from time totime in effect. Executive, as a condition precedent to obtaining such payment or reimbursement,shall provide to the Company any and all statements, bills or receipts evidencing the travel orout-of-pocket expenses for which Executive seeks payment or reimbursement, and any otherinformation or materials, as the Company may from time to time reasonably request.          (b) Benefits. During the Term, Executive shall be provided with the welfare benefitsand other fringe benefits to the same extent and on the same terms as those benefits are providedby the Company from time to time to the Company’s other similarly-situated employees. Executiveshall be entitled to elect to participate in any of Company’s standard benefit plans according totheir terms. These plans may be modified or terminated from time-to-time by Company in accordancewith the terms thereof. The written plan documents shall govern any questions of eligibility,coverage, duration of coverage, or other details of the plans.          (c)Club Membership. During the Term, the Company shall pay or reimbursethe Executive for his club membership fees at the River Club.**6.****Termination****.**          (a) Termination. Executive’s employment may be terminated at any time and for anyreason by the Company or Executive (including but not limited to death or Disability (as definedbelow)).          (b) Termination for without Cause or by Executive with Good Reason. During the Termonly, if Executive’s employment is terminated by the Company without Cause (as defined below) or byExecutive with Good Reason (as defined below) (a “Qualifying Termination”), upon execution of arelease of claims in favor the Company and other Company Entities (as defined below) in a form andmanner acceptable to the Company, Executive shall receive: (i) all earned, unpaid Base Salary andBonus earned with respect to a prior year; (ii) the benefits provided solely in accordance with theapplicable terms of the Company’s employee benefit plans and programs, including, but not limitedto, the Omnibus Plan (including the change in control provisions thereof, as applicable), except tothe extent specifically provided otherwise in clauses (v) and (vi) of this Section 6(b); (iii)continuation of Executive’s Base Salary in accordance with the Company’s regular payroll schedulefor a period of twelve months beginning on the Date of Termination (the “Severance Period”); (iv)continuation of group health plan benefits at the no cost to the Executive during the SeverancePeriod; (v) 50% of the Executive’s unvested RSUs, if any, and 50% of unvested options awarded underOmnibus Plan (“Options”), if any, as of the date of the Qualifying Termination shall become vestedon the date of the Qualifying Termination; and (vi) Executive shall have 90 days to exercise hisvested Options, if any. Any unvested RSUs or Options are forfeited.          (c) Termination for Any Other Reason. During the Term only, if Executive’s employmentis terminated for any reason other than those specified in Section 6(b), including, but not limitedto, a termination by the Company with Cause, by Executive without Good Reason, due to death orDisability, or expiration of the Term hereunder (whether or not at the
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election of the Company or the Executive), Executive shall only be entitled to receive: (i)all earned, unpaid Base Salary; (ii) the benefits provided solely in accordance with the applicableterms of the Company’s employee benefit plans and programs, including, but not limited to, theOmnibus Plan (including the change in control provisions thereof, as applicable), except to theextent specifically provided otherwise in clause (iii) of this Section 6(c); and, (iii)(A) in theevent of a voluntary termination by the Executive without Good Reason, all vested Options must beexercised within 30 days of such termination, (B) in the event of a termination by the Company forCause, all Options (whether or not vested) will immediately expire, and (C) in the event of atermination due to death or Disability, the Executive or his beneficiary, as applicable, mustexercise all vested stock Options within 1 year of the date of such termination. Any unvested RSUsand Options will immediately expire.          (d) Definitions.               (i) For purposes of this Agreement, “***Cause****”*shall mean, in each case as determined by theCompensation Committee in consultation with the CEO:                    (A) gross misconduct or gross negligence in the performance of Executive’s duties as anemployee of the Company;                    (B) conviction or pleading nolo contendere to a felony or a crime involving moral turpitude;                    (C) significant nonperformance or misperformance of Executive’s duties as an employee of theCompany;                    (D) material violation of policies and procedures established by the Company (including, butnot limited to, material violations of policies concerning disclosure of confidential information,sexual harassment, and travel and entertainment reimbursement); or                    (E) material violation of this Agreement.Notwithstanding the foregoing, except with respect to (B), Cause shall exist only after the Companygives Executive written notice of the circumstances giving rise to Cause (“***Cause Notice***”) and anopportunity to remedy such circumstances that have given rise to Cause within thirty (30) days ofsuch Cause Notice to the reasonable satisfaction of the Compensation Committee in consultation withthe CEO.               (ii) For purposes of this Agreement, “***Disability***” shall mean Executive’s inability to continueto render services to the Company by reason of a permanent physical or mental disability, asdetermined by a medical physician selected in good faith by Compensation Committee in consultationwith the CEO.               (iii) For purposes of this Agreement, “***Good Reason***” shall mean:                    (A) a significant reduction in the duties, authorities of responsibilities of Executive;
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                    (B) a reduction in Executive’s Base Salary without Executive’s consent;                    (C) a reduction in Executive’s Target Bonus opportunity;                    (D) a change in the location of Executive’s principal place of employment by more thantwenty-five (25) miles from its location as of the Effective Date; or                    (E) a material violation of this Agreement.Notwithstanding the foregoing, except with respect to (D), Good Reason shall exist only afterExecutive gives the Company written notice of the circumstances giving rise to Good Reason (“***GoodReason Notice***”) within thirty (30) days of the occurrence of the circumstances giving rise to GoodReason and the Company has an opportunity to remedy such circumstances within thirty (30) days ofsuch Good Reason to the reasonable satisfaction of Executive.**7.****Non-Disclosure**.          (a) Executive acknowledges that, by reason of his employment with the Company, Executive hasbeen and will be given access to, has developed and will develop, and has and will become informedof, confidential or proprietary information (whether or not in writing, and whether or notdeveloped by Executive) concerning the Company’s and other Company Entities’ prior, current orcontemplated businesses, products, services, plans and strategies, business relationships,employees, Clients (as defined below), Prospective Clients (as defined below), prospects andfinancial affairs, which is not generally known to the public or in the trade, is a competitiveasset, constitutes trade secrets (as defined under applicable law) or the disclosure of which wouldreasonably be expected to result in a competitive disadvantage to the Company or any of the CompanyEntities (collectively “***Confidential Information***”). By way of illustration, but withoutlimitation, Confidential Information includes: (i) *corporate information*, including plans,strategies, developments, policies, resolutions, negotiations or litigation; (ii) *marketinginformation*, including strategies, methods, planning data, customers, clients, prospects, mailinglists, customer and client lists, referral sources and information, vendor lists, suppliers,supplier lists, market analyses or projections, financial information, reports or forecasts; (iii)*financial information*, including cost and performance data, financial results and information aboutthe business condition of the Company Entities, debt arrangement, equity or financing structure,investors and holdings, purchasing, sales data, and pricing or cost data and information; (iv)*operational and technological information*, including plans, manuals, forms, templates, intellectualproperty, inventions, software, software code, software-related documents, innovations,improvements, designs, research, developments, procedures, formulas, and product specifications;(v) *personnel information*, including personnel lists, reporting or organizational structure,personnel data, contact information, and compensation structure; and (vi) *Client information*,including contact information, Client confidential and investment or property related information,pricing data, operations and conditions (financial or otherwise), data, investment methods,strategies and preferences, need for and use of the Company’s or other Company Entities’ productsor services, the fact they are doing or have done business with the Company or any of the CompanyEntities, the nature, extent and particulars of such business dealings, and such other informationprovided to the Company or other Company Entities by its
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Clients under obligations of confidentiality. Notwithstanding anything herein to thecontrary, “***Confidential Information***” shall not include (i) information that is or hereafter becomesgenerally available to the public (other than by reason of violation of this Agreement), (ii) thegeneral skills and experience gained during Executive’s work with the Company or Company Entitieswhich Executive could reasonably have been expected to acquire in similar work with anothercompany, or (iii) contact information, lists (including but not limited to internal mailing lists)and other similar materials related to customers, clients, suppliers, or prospects that either (A)Executive acquired prior to employment by the Company or (B) Executive acquired or developed as aresult of Executive’s own business generation efforts.          (b) Executive shall at all times during and after his employment hold all such ConfidentialInformation in trust and confidence for the Company and the other Company Entities and shall not,directly or indirectly, use or disclose any such Confidential Information except as necessary foruse in the regular course of Executive’s duties for and business of the Company or the otherCompany Entities; provided that Executive shall have the right to disclose Confidential Informationin response to a governmental inquiry, including a tax audit or a judicial subpoena.          (c) Executive agrees that all written materials (including, but not limited to,correspondence, memoranda, manuals, notes and notebooks) and all computer software, computer filesand data, models, mechanisms, devices, drawings or plans to which Executive may have access(whether or not written or prepared by Executive) constituting or containing ConfidentialInformation (the “***Company Materials***”) shall be and remain the sole property of the Company, andExecutive will use all reasonable precautions to assure that all such Company Materials areproperly protected and kept from unauthorized persons, use or disclosure due to any action orinaction of Executive. Notwithstanding anything herein to the contrary, materials related tomatters and information that was acquired or developed prior to commencing employment with theCompany shall not be Company Materials and shall not constitute Confidential Information for anypurpose hereunder. Executive further agrees to deliver the same, including all copies, promptly tothe Company on the Date of Termination, or at any time that the Company may request. In the eventExecutive is uncertain whether any given material or information is, constitutes or containsConfidential Information, Executive agrees to consult the General Partner for resolution.          (d) For purposes of this Agreement, “***Client***” shall mean any individual or business entity (a“***Person***”) with which the Company and/or the other Company Entities conduct business and“***Prospective Clients***” shall mean any Person with which the Company and/or the other CompanyEntities was or were in active business discussions or negotiations at any time during the sixmonth period preceding the Termination Date.**8.****Non-Disparagement****.**          (a) Except as compelled by law, judicial process or governmental inquiry or audit, Executiveagrees that he shall not disparage the Company or HFF Holdings, the General Partner, Holdco, HFFSecurities, LP, a Delaware Limited Partnership, the Company and their affiliates and their relatedentities (the “***Company Entities***”). For purposes of this Section 8(a),
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the term “*disparage*” means knowingly making comments or statements to third parties, includingthe press, media or to any Client, Prospective Client or any other Person with whom the Company orany of the Company Entities has or, to the knowledge of Executive, is actively seeking a businessor professional relationship, that would have a material adverse impact on the business or businessreputation of the Company or any of the Company Entities, or, to the extent related to the businessof the Company or any of the Company Entities, any employees, officers, principals, owners,partners, members, directors, agents, employees, consultants, contractors and/or trustees thereof.          (b) Except as compelled by law, judicial process or governmental inquiry or audit, the Companyand the Company Entities (and any employees, officers, principals, owners, partners, members,directors, agents, employees, consultants, contractors and/or trustees thereof) agree that eachshall not disparage Executive. For purposes of this Section 8(b), the term “*disparage*” meansknowingly making comments or statements to third parties, including the press, media or to anyClient, Prospective Client or any other Person with whom Executive has or, to the knowledge of theCompany or the applicable Company Entity, is seeking a business or professional relationship, thatwould have a material adverse impact on the business or business reputation of Executive.**9.****Enforcement; Remedies and Forfeitures**.          (a) Executive acknowledges and agrees that his breach of this Agreement will result inimmediate and irreparable harm to the Company Entities. Executive further acknowledges and agreesthat the remedy at law available for any such breach would be inadequate and that damages flowingfrom such a breach may not readily be susceptible to being measured or ascertained in monetaryterms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any otherrights or remedies which the Company Entities may have at law, in equity or under any agreement,the Company Entities, without proof of actual damage, will be entitled to immediate injunctiverelief and may obtain a temporary or permanent injunction or order restraining any threatened orfurther breach.          (b) Executive acknowledges and agrees that the provisions of this Agreement are necessary andreasonable to protect the Company Entities in the conduct of their business, their Clientrelationships, their goodwill, and Confidential Information.          (c) Executive also acknowledges and agrees that his experience, background and skills are suchthat he is able to obtain employment on reasonable terms and conditions without violation of therestrictive covenants contained herein and that such restrictive covenants will not pose any unduehardship to Executive.          (d) Executive and the Company expressly acknowledge and agree that the Company Entities areintended to be beneficiaries of the rights of the Company and the obligations of Executivehereunder and shall be entitled in its/their own name to bring actions at law or in equity toenforce the provisions of this Agreement.**10.****Severability and Judicial Reformation/Partial Enforcement**. Each term, provision,covenant and restriction in this Agreement is intended to be severable. If a court of competent
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jurisdiction shall determine that any term, provision, covenant or restriction of this Agreement isoverbroad, unreasonable, invalid, void, unenforceable or against public policy, then, (i) if suchterm, provision, covenant or restriction is found to be overbroad, unreasonable, invalid, void,unenforceable or against public policy because of the duration, scope of activities restricted, orgeographic scope set forth in this Agreement, or for any other reason, the parties hereto agreethat the duration, scope of activities restricted, or geographical scope, as the case may be, orany other provision hereof, shall be reduced, reformed or modified (and enforced as so reduced,reformed or modified) so that such term, provision, covenant and restriction is enforceable andenforced to the maximum extent permitted by applicable law; and (ii) the remainder of the terms,provisions, covenants and restrictions of this Agreement shall remain in full force and effect andshall in no way be affected, impaired or invalidated.**11.****Enforceability****.**The failure of any party at any time to require performance by anotherparty of any provision hereunder shall in no way affect the right of that party thereafter toenforce the same, nor shall it affect any other party’s right to enforce the same, or to enforceany of the other provisions in this Agreement; nor shall the waiver by any party of the breach ofany provision hereof be taken or held to be a waiver of any subsequent breach of such provision oras a waiver of the provision itself.**12.****Assignment****.**This Agreement shall not be assignable by Executive. This Agreement, andthe rights of the Company and the other Company Entities hereunder, shall be freely assignable bythe Company to any successor entity or other Person that acquires in any manner (including, but notlimited to, by merger, acquisition, asset sale and/or public offering) all or substantially all ofthe business, assets, or interests of the Company or any other Company Entity; and shall surviveand remain enforceable after any such transaction. Executive hereby expressly consents to any suchassignment and acknowledges that no further consent by him to such assignment shall be necessaryhereafter to effectuate such assignment. Executive further acknowledges that his obligations andcovenants under this Agreement and the rights of the Company or any other Company Entity are forthe benefit of, and protect the business interests of the Company and the other Company Entities,and their respective successors and assigns.**13.****Modification****.**Except as otherwise expressly permitted herein, no change, modification,or waiver of any term or condition in this Agreement shall be valid or binding upon the Company orExecutive unless such change, modification, or waiver is in writing, signed by the Company andExecutive, or, in the case of a waiver, by the party waiving compliance, and specifically statesthat it modifies this Agreement.**14.****Severability; Survival****.**In the event any provision or portion of this Agreement isdetermined to be invalid or unenforceable for any reason, in whole or in part, the remainingprovisions of this Agreement shall nevertheless be binding upon the parties with the same effect asthough the invalid or unenforceable part had been severed and deleted or reformed to beenforceable. The respective rights and obligations of the parties hereunder shall survive the Termand the termination of Executive’s employment to the extent necessary to the intended preservationof such rights and obligations.
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**15.****Notice****.**Any notice, request, instruction or other document to be given hereunder byany party hereto to another party shall be in writing and shall be deemed effective (a) uponpersonal delivery, if delivered by hand, or (b) three days after the date of deposit in the mails,postage prepaid if mailed by certified or registered mail, or (c) on the next business day, if sentby prepaid overnight courier service or facsimile transmission (if electronically confirmed), andin each case, addressed as follows:If to Executive:Greg Conley