exv10w2







Exhibit 10.2




FIRST POTOMAC REALTY TRUST




RESTRICTED STOCK AGREEMENT



     This RESTRICTED STOCK AGREEMENT, is entered into as of February 23, 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, as amended (the “Plan”).



     WHEREAS, on February 23, 2010 (the “Date of Grant”), the Compensation Committee (the
“Committee”) of the Board of Trustees (the “Board”) of the Company approved the grant of 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 ___shares of 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, pledge, 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 otherwise provided in the
Recipient’s Employment Agreement with the Company, the restrictions set forth in Section 1 above
shall lapse and a portion of the Restricted Shares shall become unrestricted and freely tradable
only as follows: (i) 25% of the Restricted Shares on the day (the “First Measurement Date”) on
which the Total Return to the Company’s shareholders for the period beginning February 23, 2010
through the First Measurement Date shall equal at least 40% for ten (10) consecutive Business Days;
provided, however, the First Measurement Date shall not occur later than February 23, 2016;



     (ii) 25% of the Restricted Shares on the day (the “Second Measurement Date”) on which the
Total Return to the Company’s shareholders for the period beginning February 23, 2010 through the
Second Measurement Date shall equal at least 50% for ten (10) consecutive Business Days; provided,
however, the Second Measurement Date shall not occur later than February 23, 2017;








 









 








     (iii) 25% of the Restricted Shares on the day (the “Third Measurement Date”) on which the
Total Return to the Company’s shareholders for the period beginning February 23, 2010 through the
Third Measurement Date shall equal at least 65% for ten (10) consecutive Business Days; provided,
however, the Third Measurement Date shall not occur later than February 23, 2019; and



     (iv) 25% of the Restricted Shares on the day (the “Fourth Measurement Date”) on which the
Total Return to the Company’s shareholders for the period beginning February 23, 2010 through the
Fourth Measurement Date shall equal at least 80% for ten (10) consecutive Business Days; provided,
however, the Fourth Measurement Date shall not occur later than February 23, 2020.



     In the event the First Measurement Date does not occur on or before February 23, 2016,
Recipient shall forfeit 25% of the Restricted Shares on that date. In the event the Second
Measurement Date does not occur on or before February 23, 2017, Recipient shall forfeit 25% of the
Restricted Shares on that date. In the event the Third Measurement Date does not occur on or
before February 23, 2019, Recipient shall forfeit 25% of the Restricted Shares on that date. In the
event the Fourth Measurement Date does not occur on or before February 23, 2020, Recipient shall
forfeit 25% of the Restricted Shares on that date.



     For purposes of this Agreement, Sections 2(i), 2(ii), 2(iii) and 2(iv) shall be referred to
collectively as the “Restricted Period” and “Total Return” shall mean, for the applicable period,
the cumulative total return for the Restricted Shares over such period, as measured by (i) the sum
of (a) the cumulative amount of dividends paid in respect of the Restricted Shares for such period
(assuming that all cash dividends are reinvested in Common Stock as of the payment date for such
dividend, based on the closing price of a share of Common Stock on the dividend payment date), and
(b) an amount equal to (x) the closing price of a share of Common Stock at the end of such period,
minus (y) the closing price of a share of Common Stock on February 23, 2010 ($13.42), divided by
(ii) the closing price of a share of Common Stock on February 23, 2010 ($13.42).



     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 Employment. Except as otherwise provided in the Recipient’s
Employment Agreement with the Company, in the event that Recipient ceases to be employed by the
Company 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 or 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.



     6. Miscellaneous.



     (a) Entire Agreement. The Recipient’s Employment Agreement with the Company, 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. Notwithstanding anything in this Section 6(b) to the contrary, the
provisions of the Recipient’s Employment Agreement with the Company shall supersede any provisions
of the Plan and this Agreement.



     (c) No Guarantee of Continued Service. 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, to employ the Recipient
or contract for the Recipient’s services, to restrict the right of the Company or any of its
subsidiaries to discharge the Recipient or cease contracting for the Recipient’s services or to
modify, extend or otherwise affect in any manner whatsoever, the terms of any employment agreement
or contract for services that may exist between the Recipient and the Company or any of its
subsidiaries.



     (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 the current address shown on
the payroll 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:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RECIPIENT	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name