Exhibit 10.14


 


January 9, 2004


 


 


Michael J. Lafitte


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:              Employment Agreement


 


Dear Michael:


 


We are pleased to present you with this
employment letter agreement (“Agreement”) which sets forth the terms upon which
you will continue to be employed by Trammell Crow Company (the “Company”, or
“we”, or “us”).


 


1.             Employment Period.  Subject to the terms and provisions of this
Agreement, we agree to continue to employ you, and you agree to continue to be
employed by us, for a period (the “Employment Period”) commencing on the
date hereof and expiring December 31, 2006; provided, that on December 31, 2006
and on each subsequent December 31, this Agreement will automatically be
extended for one additional year unless, during the four  month period beginning March 1 and
ending July 1 immediately prior to the next scheduled extension, you or we
will have given written notice (a “Non-Renewal Notice”) that the
Employment Period will not be extended (a “Non-Renewal”).


 


2.             Employment Terms and Conditions.


 


(a)           Position and Duties;
Extent of Services; Location. 
During the Employment Period, you will serve initially as President of
Global Services of the Company and from time to time will serve in such other
positions as the Board of Directors of the Company (the “Board”) may
from time to time determine.  In so
doing, you will have such powers and duties (including holding officer
positions with one or more Subsidiaries of the Company) as may be assigned from
time to time by the Board.  During the
Employment Period, you will devote your full business time, energy, and best
efforts to the business and affairs of the Company.  You agree not to engage, directly or indirectly, in any other
business, investment, or activity that interferes with your performance of your
duties under this Agreement, is contrary to the interests of the Company or
requires any portion of your business time, provided, however, that (i) you may
serve on the board of directors (or similar governing body) of one public
company if the Board has provided prior approval for such service, and (ii)
unless it would unreasonably interfere with your performance of your duties to
the Company, you may serve on the board of directors (or similar governing
body) of no more than one other organization that does not directly or
indirectly conduct a Competing Business (as defined herein), in each case which
boards shall be in addition to the boards of directors (or similar governing
bodies) on which you serve at the request of the Company.  The location of your principal work office
will


 

















 


be Dallas, Texas.  “Subsidiary”
means any entity 50% or more of the voting securities of which are owned,
directly or indirectly, by the Company.


 


(b)           Compensation.  During the Employment Period, you will receive
an annual base salary (“Annual Base Salary”), payable in accordance with
the customary payroll practices of the Company for executive officers.  The Board, in its sole discretion, may at
any time increase the amount of the Annual Base Salary as it may deem
appropriate.  From time to time prior to
a Change in Control, and following the second anniversary of such Change in
Control, the Board may decrease your Annual Base Salary in the same manner and
to the same proportional extent as the average (mean) percentage decrease in
the annual base salaries of all other members of the Executive Officer
Committee.  The term “Annual Base
Salary” will refer to the Annual Base Salary as it may be so adjusted from
time to time.  In addition, during the
Employment Period, you will (i) be eligible to receive such annual bonus
payments, if any, as the Board or the Compensation Committee of the Board may
specify in its sole discretion (each an “Annual Bonus”), subject to any
terms or conditions as may be established by the Board or its Compensation
Committee, provided, that you will be provided an individual “annual incentive
plan” for each year and any performance criteria included in such incentive
plan must be reasonably achievable,
(ii) be entitled to participate in all incentive, savings, stock option, profit
sharing and retirement plans, practices, policies and programs applicable
generally to other executives of the Company (“Investment Plans”),
subject to all of the terms and conditions of such Investment Plans; and (iii)
be eligible to participate in all health, life and disability insurance
policies, all death and disability plans, practices, policies and programs and
all other welfare benefit plans, practices, policies and programs which are in
each such case applicable generally to other executives of the Company (“Welfare
Plans”), subject to all of the terms and conditions of such Welfare
Plans.  Subject to Sections 4 and 5, any
Annual Bonus awarded to you by the Board or the Compensation Committee of the
Board for any calendar year will be payable in March of the following year,
whether or not you are employed by the Company at such time. The term “Executive
Officer Committee” will refer to the Company’s Executive Officer Committee,
any successor committee thereto, and if there is no longer such a committee at
the time in question, then a comparable group of the Company’s executive
officers (as defined in Rule 3b-7 promulgated under the Securities Exchange Act
of 1934).


 


(c)           Vesting of Equity
Awards.  Notwithstanding the
provisions of any plan or agreement governing such an Award (as defined in Section
4(c)), all Awards granted to you that remain outstanding and unvested
immediately prior to the occurrence of a Change in Control (as defined in Section
4(d)(i)) automatically shall vest in full upon the occurrence of the Change
in Control.


 


3.             Termination of Employment.


 


(a)           Death.  Your employment hereunder will terminate
automatically upon your death.


 


(b)           Disability.  If your Disability occurs, we may give you a
written Notice of Termination (herein so called), and your employment will
terminate effective 30 days later if you have not returned to perform, with or
without reasonable accommodation, the essential functions of your position on a
full-time basis.  “Disability” means your inability, due to
physical or mental incapacity or impairment, to perform the material duties of
your position(s) with the Company


 


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for
any period of more than 120 consecutive days, or for more than 180 days,
regardless of how consecutively they occur, during any 360-day period.


 


(c)           Termination by Us.  We may terminate your employment hereunder
at any time (A), subject to Section 6(b), for Cause or (B) for any
reason other than Cause.  “Cause”
means (i) your continued failure to substantially perform your obligations and
duties, as determined in good faith by the Board, and which is not remedied
within 30 days after your receipt of written notice thereof; (ii) commission of
an act of fraud, embezzlement, misappropriation, willful misconduct or breach
of fiduciary duty against the Company or other conduct materially harmful or
potentially materially harmful to the Company’s best interest, as determined in
good faith by the Board; (iii) material breach of Section 7 or 8
which is not cured within 30 days after your receipt of notice thereof, if such
breach is capable of being cured; (iv) conviction, plea of no contest or nolo
contendere, deferred adjudication or unadjudicated probation for any felony or
any crime involving moral turpitude; (v) failure to carry out, or comply with,
in any material respect, any lawful directive of the Board consistent with the
terms of this Agreement, which is not remedied within 30 days after receipt of
written notice thereof; or (vi) unlawful use (including being under the
influence) or possession of illegal drugs.


 


(d)           Resignation by You.  You may terminate your employment hereunder
at any time (i) subject to Section 6(a), for Good Reason or (ii) without
Good Reason.  Prior to a Change in
Control and following the second anniversary of such Change in Control, “Good
Reason” means (A) any material diminution (considering all previous
diminutions during the Employment Period in the aggregate, including all
previous diminutions during the Employment Period which are not material when
considered separately) in your position, authority, powers, functions, duties
or responsibilities; provided,
however, that Good Reason may not be asserted by you under this clause (A) after
a Non-Renewal Notice has been given; (B) the relocation or transfer of
your principal office to a location more than 50 miles from your regular work
address as of the date hereof without your consent; (C) any reduction in your
Annual Base Salary to an amount that is less than 90% of the highest Annual
Base Salary in effect for you during the Employment Period; (D) any
reduction in your Annual Bonus Target from your Annual Bonus Target for the
calendar year 2003; (E) the receipt by you of Awards in any calendar year that
differ (as to number, terms or type of Awards), in a manner adverse to you,
from the Award of  57,500 stock options
received by certain members of the Executive Officer Committee in calendar year
2002, unless either (1) such adverse differences are in the same manner and to
the same proportional extent as the average (mean) changes made to the Awards
received by all other members of the Executive Officer Committee in such
calendar year or (2) such adverse differences are directly related to the
Board’s good faith assessment of your relative contribution to the Company or
your relative performance as compared to other members of the Executive Officer
Committee; provided, however, that in the case of adverse differences pursuant
to clause (2), the receipt by you of a number of any type of Award in such
calendar year that is less than one-half of the Final Average Number of Awards
of such type for such calendar year shall constitute Good Reason; or (F) any
failure by the Company to comply with any of the provisions of Section 2(b)
which failure is not contemplated previously within this definition, excluding
in all such cases any isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by you. 
Upon or after a Change in Control but prior to the second anniversary of
such Change in Control, “Good Reason” means (A) any material
diminution (considering all previous diminutions during the Employment Period
in the aggregate, including all previous diminutions during the


 


3

















 


Employment Period which are not material when considered separately) in
your position authority, powers, functions, duties or responsibilities in
effect immediately prior to the Change in Control (subject to the same
exclusions as provided above prior to a Change in Control and following the
second anniversary of such Change in Control); (B) any reduction in your
Annual Base Salary; (C) (i) any reduction in your Annual Bonus Target
from your Annual Bonus Target for the calendar year 2003 or (ii) the
awarding to you of an Annual Bonus that is less in amount than the Annual Bonus
awarded to you for the calendar year immediately preceding the year during
which the Change in Control occurs; (D) the receipt by you of Awards in
any calendar year that differ (as to number, terms or type of Awards), in a
manner adverse to you, from the Award of 
57,500 stock options received by certain members of the Executive
Officer Committee in calendar year 2002, unless either (1) such adverse
differences are in the same manner and to the same proportional extent as the
average (mean) changes made to the Awards received by all other members of the
Executive Officer Committee in such calendar year or (2) such adverse
differences are directly related to the Board’s good faith assessment of your
relative contribution to the Company or your relative performance as compared
to other members of the Executive Officer Committee; provided, however, that in
the case of adverse differences pursuant to clause (2), the receipt by you of a
number of any type of Award in such calendar year that is less than one-half of
the Final Average Number of Awards of such type for such calendar year shall
constitute Good Reason; or (E) any failure by the Company to comply with
any of the provisions of Section  2(b) which failure is not
contemplated previously within this definition; or (F) the relocation or
transfer of your principal office to a location more than 50 miles from your
regular work address as of the date hereof without your consent, excluding in
all such cases any isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by you. 
As used in this Agreement:


 


(i)            “Annual
Bonus Target” means the percentage of your Annual Base Salary that is
authorized to be awarded to you as an Annual Bonus if certain performance
criteria are met.


 


(ii)           “Final
Average Number of Awards” means, for any calendar year and for each type of
Award granted during such year, the quotient (rounded up to the nearest whole
number) equal to the aggregate number of Awards of such type received by all
members of the Adjusted EOC Group in such calendar year, divided by the number
of members of the Adjusted EOC Group in such calendar year.


 


(iii)          “Adjusted
EOC Group” means, for any calendar year and for each type of Award granted
during such year, the members of the Executive Officer Committee who are
eligible to receive Awards of such type in such calendar year, excluding the
Chief Executive Officer of the Company and each Outlier Award Recipient in such
calendar year; provided, however, that if more than 50% of the members of the
Executive Officer Committee for any calendar year are determined to be Outlier
Award Recipients in such calendar year, then, notwithstanding the foregoing,
all members of the Executive Officer Committee (excluding the Chief Executive
Officer of the Company) who are eligible to receive Awards of such type in such
calendar year shall be included in the Adjusted EOC Group for such calendar
year with respect to such type.


 


(iv)          “Outlier
Award Recipient” means, for any calendar year and for each type of Award
granted during such year, each member of the Executive Officer


 


4

















 


Committee (excluding the Chief Executive
Officer of the Company) who is eligible to receive Awards of such type in such
calendar year and who receives a number of Awards of such type in such calendar
year that is (i) 150% or more of the Preliminary Average Number of Awards or
(ii) 66 2/3% or less of the Preliminary Average Number of Awards.


 


(v)           “Preliminary
Average Number of Awards” means, for any calendar year and for each type of
Award granted during such year, the quotient (rounded up to the nearest whole
number) equal to the aggregate number of Awards of such type received by all
members of the Executive Officer Committee (excluding the Chief Executive
Officer of the Company) in such calendar year, divided by the number of members
of the Executive Officer Committee (excluding the Chief Executive Officer of
the Company) who are eligible to receive Awards of such type in such calendar
year.


 


(vi)          The
phrase “number of Awards” refers to the underlying number of shares of capital
stock of the Company to which the applicable Award relates.


 


(e)           Expiration of Term.  Your employment will end at the expiration
of the Employment Period as a result of any Non-Renewal.  Except as described in Sections 3(e)(i)
and (ii), a termination of your employment under this Agreement due to
the expiration of the Employment Period as a result of any Non-Renewal will not
be deemed a termination of your employment entitling you to any benefits
described in Section 4 or Section 5.


 


(i)            If
the Company delivers a Non-Renewal Notice to you, upon the effectiveness of
such Non-Renewal you will be entitled to receive (i) an amount equal to your
Pro Rata Bonus, which will be paid at such time as the Company pays its other
members of the Executive Officer Committee their annual cash incentive bonuses
with respect to the calendar year in which termination occurs, (ii) the
severance or separation benefits (including continuation of any welfare
benefits) provided generally by us to the members of the Executive Officer
Committee under our general policies in effect from time to time upon
termination by the Company of their employment (excluding any other severance or
separation benefits available to any member of the Executive Officer Committee
pursuant to an employment agreement and not under our general policies in
effect from time to time), and (iii) the other compensation and benefits
described in Section 4(b).


 


(ii)           If
any Non-Renewal is effected at your election, you will be entitled to receive
(i) an amount equal to your Pro Rata Bonus, which will be paid at such time as
the Company pays its other members of the Executive Officer Committee their
annual cash incentive bonuses with respect to the calendar year in which
termination occurs, and (ii) the other compensation and benefits described in Section
4(b) upon the effectiveness of such Non-Renewal.


 


4.             Compensation Upon
Termination Prior to a Change in Control and After the Second Anniversary of
such Change in Control.  Prior
to a Change in Control and after the second anniversary of such Change in
Control, conditioned on the effectiveness of a Release signed by you or your
legal representative, you will be entitled to the following compensation from
the Company upon the termination of your employment, which is in lieu of any
other


 


5

















 


severance pay or employment benefits to which you might otherwise be
entitled (whether contractual, under a severance plan, the WARN Act, any other
applicable law, or otherwise):


 


(a)           Death or Disability.  If your employment is terminated by reason
of your death or Disability, the Company will pay you or your legal
representative, as applicable, (A) in a cash lump sum within thirty (30) days
after the effective date of the Release, the following amounts:  (1) the sum of your unpaid Annual Base
Salary through the date of termination and any compensation previously deferred
by you (together with any accrued interest or earnings thereon) (“Accrued
Obligations”); and (2) the amount of any unpaid Annual Bonus that was
awarded to you prior to the date of termination; (B) any amounts arising
from your participation in any Investment Plan (“Accrued Investments”),
which amounts will be payable in accordance with the terms and conditions of
such Investment Plan; (C) any amounts to which you are entitled from your
participation in, or benefits under, any Welfare Plan (“Accrued Welfare
Benefits”), which amounts will be payable in accordance with the terms and
conditions of such Welfare Plan; and (D) an amount equal to your Pro Rata
Bonus, which will be paid at such time as the Company pays its other members of
the Executive Officer Committee their annual cash incentive bonuses with
respect to the calendar year in which termination of your employment
occurs.  “Pro Rata Bonus” means
the amount equal to the product of (i) your Annual Bonus Target for the
calendar year in which your employment is terminated (or your Annual Bonus
Target for the immediately preceding year if you resign for Good Reason as
defined in the first clause (D) or the second clause (C)(i) of Section
3(d)), multiplied by (ii) the amount of your Annual Base Salary for the
calendar year in which your employment is terminated (or the highest Annual
Base Salary to which you were entitled during the twelve months immediately
preceding the date of termination if you resign for Good Reason as defined in
the first clause (C) or the second clause (B) of Section 3(d)), multiplied
by (iii) the average (mean) percentage of annual cash incentive bonus
targets actually paid as bonuses to the members of the Executive Officer
Committee as a group for such year, and multiplied by (iv) a fraction, the
numerator of which is the number of days that have elapsed in such calendar
year as of the date of termination, and the denominator of which is 365.  Except as described in this Section 4(a),
in the event of your termination by reason of your death or Disability, you and
your legal representatives, as applicable, will forfeit all rights to any other
compensation.


 


(b)           For Cause;
Resignation by You Without Good Reason; Non-Renewal Election by You or the
Company.  If your employment is
terminated by us for Cause or by you without Good Reason or due to a
Non-Renewal election by us or you, we will have no further obligations to you
other than as set forth in Section 3(e), if applicable, and the
obligation for payment of (i) Accrued Obligations (which will be payable within
the time period set forth in Section 4(a)(A) above), (ii) the
Accrued Investments and the Accrued Welfare Benefits (which will be payable in
accordance with the terms and conditions of the Investment Plans and the
Welfare Plans, as applicable), and (iii) the amount of any unpaid Annual Bonus
that was awarded to you prior to the date of termination (which will be payable
within the time period set forth in Section 4(a)(A) above).  Except as described in this Section 4(b)
or in Section 3(e), if applicable, in the event of your termination by
the Company for Cause or due to your resignation without Good Reason or a
Non-Renewal election by us or you, you will forfeit all rights to any other
compensation.


 


(c)           Without Cause;
Resignation for Good Reason.  If we
terminate your employment without Cause or you resign for Good Reason, then we
will pay or provide to you:


 


6

















 


(i)            a
cash lump sum within thirty (30) days after the effective date of the Release
equal to the aggregate of the following amounts:  (A) the Accrued Obligations; (B) an amount equal to one and
one-half (1.5) multiplied by the sum of (x) the highest Annual Base Salary to
which you were entitled during the twelve months immediately preceding the date
of termination, and (y) the sum of (i) one-half of your average (mean) Annual
Bonus awarded to you for the three years preceding termination, plus
(ii) one-half of the product of your current Annual Bonus Target (or your
Annual Bonus Target for the immediately preceding year if you resign for Good
Reason as defined in the first clause (D) of Section 3(d)), multiplied by the
amount of your Annual Base Salary for the calendar year in which your
employment is terminated (or the highest Annual Base Salary to which you were
entitled during the twelve months immediately preceding the date of termination
if you resign for Good Reason as defined in the first clause (C) of Section
3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior
to the date of termination;


 


(ii)           an
amount equal to your Pro Rata Bonus, which will be paid at such time as the
Company pays its other members of the Executive Officer Committee their annual
cash incentive bonuses with respect to the calendar year in which termination
of your employment occurs;


 


(iii)          the
Accrued Investments and the Accrued Welfare Benefits, which amounts will be
payable in accordance with the terms and conditions of the Investment Plans and
the Welfare Plans, as applicable;


 


(iv)          if
you are entitled on the date of termination to coverage under the healthcare
portion of the Trammell Crow and Associated Companies Welfare Benefits Plan or
a similar Company group health arrangement 
(the “Health Plan”), continuation of such coverage for you and
your dependents for a period ending on the 180th day following the second (2nd)  anniversary of the date of termination, at
the active employee cost payable by you with respect to those costs paid by you
prior to your termination; provided, however, that this coverage will count
towards the depletion of any continued health care coverage rights that you and
your dependents may have pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”); provided further,
however, that you or your dependents’ rights to continued health care coverage
pursuant to this Section will terminate at the time you or your dependents
become covered, as described in COBRA, under another group health plan, and
will also terminate as of the date the Company ceases to provide coverage to
its senior executives generally under any such Health Plan; and


 


(v)           upon
your request and at the Company’s sole cost and expense, your enrollment in an
outplacement program with a placement agency selected by the Company, and
reasonably acceptable to you, for a period of up to twelve months, commencing
on the date of termination.


 


Notwithstanding the provisions of any plan or
agreement governing such an Award, the Company also will continue to vest all
of your outstanding Awards that would have otherwise vested during the eighteen
(18) month period beginning on the date of termination and such Awards will
continue to vest and, if applicable, be exercisable during such eighteen (18)
month


 


7

















 


period; provided, that nothing set forth herein shall result in an
extension of the term of any Award beyond
the term of the Award that would be applicable absent any termination of your
employment; provided further, however, that, in the case of a
termination of your employment pursuant to this Section 4(c), if the
terms of the plan or agreement governing such Award are more favorable to you
as to vesting or exercisability than the terms of this paragraph, then the more
favorable term(s) of such Award agreement or plan (in lieu of the corresponding
less favorable term(s) in this paragraph) shall govern the vesting or
exercisability, as the case may be, of such Award upon your termination. “Award”
means any option to acquire common stock, restricted stock award, stock
appreciation right or similar equity-based award granted under the Trammell
Crow Long-Term Incentive Plan or any other option or equity-based incentive
plan sponsored by the Company.  Except
as described in this Section 4(c), in the event of your termination by
us without Cause or by you for Good Reason, you will forfeit all rights to any
other compensation.


 


(d)           As used in this
Agreement:


 


(i)            “Change
in Control” has the meaning given such term in the Trammell Crow Long-Term
Incentive Plan (as such plan is in effect on the date of this Agreement, the
“LTIP”); provided, however, that the occurrence of a Rule 13e-3 transaction
(within the meaning of Rule 13e-3 promulgated under the Securities Exchange Act
of 1934 or any similar successor rule thereto) that has been approved by the
Board and subsequent to which you are part of a group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 or any
similar successor rule thereto) that owns more than 50%, respectively, of the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors of the Company will not be deemed to be a Change in Control;
provided, further, if, prior to any Change in Control, you terminate your
employment for Good Reason or your employment is terminated by the Company
without Cause and a Change in Control occurs within 180 days after such
termination (excluding a Change in Control that occurs pursuant to an
unsolicited tender or exchange offer by any person, in response to which the
Company does not recommend acceptance of the person’s tender or exchange
offer), then for all purposes hereof, the date of the Change of Control with
respect to your employment shall mean the date immediately prior to such
termination; provided, further that notwithstanding that any such transaction
does not constitute a Change in Control as defined in the LTIP, a Change in
Control shall be deemed to have occurred for all purposes under this Agreement
upon either (A) the consummation of a Business Combination (as defined in the
LTIP) with a National Competitor, unless, following such Business Combination,
the conditions in clauses (B) and (C) of Section 1.6 (iii) of the LTIP
are satisfied and all or substantially all of the individuals and entities who
were the beneficial owners of, respectively, the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities (each as defined in the
LTIP) immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 60%, respectively, of the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company, or all or substantially all of the Company’s assets either directly or
through one or more


 


8

















 


subsidiaries)
in substantially the same proportions as their ownership, immediately prior to
such Business Combination, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, or (B) the
acquisition by any National Competitor (or any group (as defined in the LTIP)
of which a National Competitor is a controlling (within the meaning of Rule
12b-2 promulgated under the Securities Exchange Act of 1934) member of the
group) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) of 40% or more of either the
Outstanding Corporation Common Stock or the Outstanding Corporation Voting
Securities.  By way of clarification,
any transaction with a National Competitor that constitutes a Change in Control
as defined in the LTIP shall be considered a Change in Control for all purposes
under this Agreement.


 


(ii)           “National
Competitor” means any one of the companies known as Jones Lange LaSalle,
Inc., Grubb and Ellis Co. and CB Richard Ellis or their respective successors.


 


5.             Compensation Upon Termination Occurring On or
Within Two Years After a Change in Control.  After a Change in Control and on or before
the second anniversary of such Change in Control, conditioned on the
effectiveness of a Release signed by you or your legal representative, you will
be entitled to the following compensation from the Company upon termination of
your employment (including a termination resulting from the delivery of a
Non-Renewal Notice by the Company or you during such two-year period), which
shall be in lieu of any other severance pay or employment benefits to which you
might otherwise be entitled (whether contractual, under a severance plan, the
WARN Act, any other applicable law, or otherwise):


 


(a)           Death or Disability.  If your employment is terminated by reason
of your death or Disability, the Company will pay you or your legal
representative, as applicable, (A) in a cash lump sum within thirty (30) days
after the effective date of the Release, the following amounts:  (1) the Accrued Obligations; and (2) the
amount of any unpaid Annual Bonus that was awarded to you prior to the date of
termination; (B) the Accrued Investments, which amounts will be payable in
accordance with the terms and conditions of the Investment Plans; (C) the
Accrued Welfare Benefits, which amounts will be payable in accordance with the
terms and conditions of the Welfare Plans; and (D) an amount equal to your Pro
Rata Bonus, which will be paid at such time as the Company pays its other
members of the Executive Officer Committee their annual cash incentive bonuses
with respect to the calendar year in which termination of your employment
occurs.  Except as described in this Section
5(a), in the event of your termination by reason of your death or
Disability, you and your legal representatives, as applicable, will forfeit all
rights to any other compensation.


 


(b)           For Cause;
Resignation by You Without Good Reason; Non-Renewal Election by You or the
Company.  If your employment is
terminated by us for Cause or by you without Good Reason or due to a
Non-Renewal election by us or you, we will have no further obligations to you
other than as set forth in Section 3(e), if applicable, and for
payment of (i) Accrued Obligations (which will be payable within the time
period set forth in Section 5(a)(A) above), (ii) the Accrued
Investments and the Accrued Welfare Benefits (which will be payable in
accordance with the terms and conditions of the Investment Plans and the
Welfare Plans, as applicable), and (iii) the amount of any unpaid Annual Bonus
that was awarded to you prior to


 


9

















 


the date of termination (which will be payable within the time period
set forth in Section 5(a)(A) above).  Except as described in this Section 5(b) or in Section
3(e), if applicable, in the event of your termination by the Company for
Cause or due to your resignation without Good Reason or a Non-Renewal election
by us or you, you will forfeit all rights to any other compensation.


 


(c)           Without Cause;
Resignation for Good Reason.  If
your employment is terminated by the Company without Cause or by you for Good
Reason (taking into account in each such case the definition of Change in
Control), then, in lieu of any other severance pay or benefits, and conditioned
on the effectiveness of a Release signed by you, the Company will pay or
provide to you:


 


(i)            a
cash lump sum within thirty (30) days after the effective date of the Release
equal to the aggregate of the following amounts:  (A) the Accrued Obligations; (B) an amount equal to two and
one-half (2.5) multiplied by the sum of (x) the highest Annual Base Salary to
which you were entitled during the twelve months immediately preceding the date
of termination, and (y) the sum of (i) one-half of your average (mean) Annual
Bonus awarded to you for the three years preceding termination (or the three years
preceding the year to which the Annual Bonus in question relates if you resign
for Good Reason as defined in the second clause (C)(ii) of Section 3(d)), plus
(ii) one-half of the product of your current Annual Bonus Target (or your
Annual Bonus Target for the immediately preceding year if you resign for Good
Reason as defined in the second clause (C)(i) of Section 3(d)), multiplied
by the amount of your Annual Base Salary for the calendar year in which your
employment is terminated (or the highest Annual Base Salary to which you were
entitled during the twelve months immediately preceding the date of termination
if you resign for Good Reason as defined in the second clause (B) of Section
3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you
prior to the date of termination; provided, however, that if the Company fails
to make such lump sum payment when due and such failure continues for ten (10)
days following notice of nonpayment to the Company, the amount of the payment
the Company is obligated to make pursuant to this Section 5(c)(i) shall
automatically be increased by twenty-five percent (25%);


 


(ii)           the
Accrued Investments and the Accrued Welfare Benefits, which amounts will be
payable in accordance with the terms and conditions of the Investment Plans and
the Welfare Plans, as applicable;


 


(iii)          a
cash lump sum within thirty (30) days after the effective date of the Release
equal to the sum of (1) the unvested portion of your Matching Contribution
Account under the Company’s Retirement Savings Plan, plus (2) the product of
(x) two and one-half (2.5) multiplied times (y) the Matching Contribution you
received for the calendar year ended prior to the calendar year in which the
Change in Control occurs;


 


(iv)          if
you are entitled on the date of termination to coverage under the healthcare
portion of the Health Plan, continuation of such coverage for a period ending
on the 180th day following the second (2nd)  anniversary
of the date of termination, at the active employee cost payable by you with
respect to those costs paid by you prior to such termination.  Provided, however, that this coverage will
count towards the depletion of any continued health care coverage rights that
you and your dependents may have


 


10

















 


pursuant to
COBRA.  Provided further, that you or
your dependents’ rights to continued health care coverage pursuant to this
Section will terminate at the time you or your dependents become covered, as
described in COBRA, under another group health plan, and will also terminate as
of the date the Company ceases to provide coverage to its senior executives
generally under any such Health Plan;


 


(v)           an
amount equal to your Pro Rata Bonus, which will be paid at such time as the
Company pays its other members of the Executive Officer Committee their annual
cash incentive bonuses with respect to the calendar year in which termination
occurs; and


 


(vi)          upon
your request and at the Company’s sole cost and expense, your enrollment in an
outplacement program with a placement agency selected by the Company, and
reasonably acceptable to you, for a period of up to twelve months, commencing
on the effective date of the Release.


 


Notwithstanding the provisions of any plan or
agreement governing such an Award and without limiting Section 2(c), (A)
the Company will also continue to vest all of your outstanding Awards granted
on or after a Change in Control that would have otherwise vested during the
eighteen (18) month period beginning on the date of termination and such Awards
will continue to vest and, if applicable, be exercisable during such eighteen
(18) month period and (B) all of your outstanding Awards that are vested
immediately prior to the date of termination shall be exercisable during the eighteen
(18) month period beginning on the date of termination; provided, however, that
nothing set forth herein shall result in an extension of the term of any Award
beyond the term of the Award that would be applicable absent any termination of
your employment; provided, further, however, that, in the case of a termination
of your employment pursuant to this Section 5(c), if the terms of the
plan or agreement governing such Award are more favorable to you as to vesting
or exercisability than the terms of this paragraph, then the more favorable
term(s) of such Award agreement or plan (in lieu of the corresponding less
favorable term(s) in this paragraph) shall govern the vesting or
exercisability, as the case may be, of such Award upon your termination.  Except as described in this Section 5(c),
in the event of your termination by us without Cause or by you for Good Reason
(taking into account in each such case the definition of Change in Control),
you will forfeit all rights to any other compensation.


 


6.             Other Provisions Relating to Termination.


 


(a)           Good Reason.  Upon you learning of any event described in
the definition of Good Reason, you may terminate your employment for Good
Reason by giving a Notice of Termination (describing, if applicable, the action
required to cure the basis for termination) to us within 60 days thereafter. If
the event constituting Good Reason may be cured, we will have the opportunity
to cure any such event for a period of 60 days following receipt of your Notice
of Termination.  If you do not give a
Notice of Termination to us within 60 days after learning of an event giving
rise to Good Reason, then this Agreement will remain in effect and, without any
further act on your part, you will have waived your right to terminate your employment
hereunder for Good Reason in respect of such event.


 


(b)           Cause.  Upon the Company learning of any event
described in the definition of Cause, we may terminate your employment for
Cause by giving a Notice of


 


11

















 


Termination (describing, if applicable, the action required to cure the
basis for termination) to you within 60 days thereafter. If we do not give you
a Notice of Termination within 60 days after learning of an event giving rise
to Cause, then this Agreement will remain in effect and, without any further
act on our part, we will have waived our right to terminate your employment for
Cause in respect of such event.


 


(c)           Full Settlement;
Mitigation.  In no event will you be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to you under any of the provisions of this
Agreement and, except for your right, if any, to continue your participation in
the Health Plan as provided herein, such amounts will not be reduced whether or
not you obtain other employment.  The
Company will not be liable to you for any damages for breach of this Agreement
arising out of the termination of your employment other than for amounts
payable under Sections 3(e), 4 or 5, which amounts will be
payable subject to the terms and conditions set forth therein.  The Company will be entitled to seek damages
from you for any breach of Section 7 or 8 by you or for your
criminal misconduct.


 


(d)           Release and Other
Agreements.  Notwithstanding any
other provision in this Agreement to the contrary, as a condition to receiving
the benefits described in this Agreement, upon any termination of your
employment hereunder you hereby agree to execute (and not revoke) a release in
substantially the form attached hereto as Exhibit A (the “Release”) and
such other documents and agreements as required by the Company, in the form and
pursuant to the procedures reasonably established by the Company.  For purposes of this Agreement, the Release
will be considered to have been executed by you if it is signed by your legal
representative in the case of your legal incompetence or on behalf of your
estate in the case of your death.  Upon
your execution and delivery of the Release, the Company will also promptly
execute and deliver the Release.


 


7.             Confidential Information.


 


(a)           You acknowledge that
the Company has trade, business and financial secrets and other confidential
and proprietary information regarding the Company and its business, in whatever
form, tangible or intangible (collectively, the “Confidential Information”),
and that during the course of your employment with the Company you have
received, will receive or will contribute to the Confidential Information.  Confidential Information includes sales
materials, technical information, processes and compilations of information,
records, specifications and information concerning customers, prospective
customers or vendors, customer and prospective customer lists, and information
regarding methods of doing business. 
However, Confidential Information does not include information that
(i) is obtained by you from a source other than the Company or its
affiliates who is not under a duty of non-disclosure to the Company or such
affiliate or (ii) becomes generally available to the public other than
through disclosure by you in violation of the provisions of this Agreement.


 


(b)           You are aware of those
policies implemented by the Company to keep its Confidential Information
secret.  You acknowledge that the Confidential
Information has been developed or acquired by the Company through the
expenditure of substantial time, effort and money and provides the Company with
an advantage over competitors who do not know or use such Confidential
Information.


 


12

















 


(c)           During and following
your employment by the Company, you will hold in confidence and will not
directly or indirectly disclose, use, copy, make lists of, or make available to
others any Confidential Information except in the good faith performance of
your duties to the Company or to the extent authorized in writing by the Board
or required by law or compelled by legal process.  You agree to use reasonable efforts to give the Company notice
(accompanied by a copy of the subpoena, order or other process used to compel
disclosure) of any and all attempts to compel disclosure of any Confidential
Information, in such a manner so as to provide the Company with written notice
within one (1) business day after you are informed that such disclosure is
being or will be compelled.


 


(d)           You further agree not
to use any Confidential Information for the benefit of any person or entity
other than the Company.


 


(e)           Upon termination of
your employment, you agree that all Confidential Information and other files,
documents, materials and other repositories containing information concerning
the Company or the business of the Company (including all copies thereof) in
your possession, custody or control, whether prepared by you or others, will
remain with or be returned to the Company promptly (within twenty-four (24)
hours) after the date of such termination.


 


(f)            Notwithstanding
anything herein to the contrary, you may disclose to any and all persons,
without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the transactions contemplated in this Agreement and all materials
of any kind (including opinions and other tax analyses) that are provided to
you relating to such tax treatment and tax structure.  For this purpose, “tax structure” is limited
to facts relevant to the U.S. federal income tax treatment of the transactions
contemplated in this Agreement and does not include information relating to the
identity of the parties hereto.


 


8.             Non-Competition; Non-Solicitation.


 


(a)           You acknowledge and
agree that your use of Confidential Information and our lists of, and
information concerning, customers and prospective customers in the conduct of
business on behalf of a competitor of the Company would constitute unfair
competition with the Company and would adversely affect the business goodwill
of the Company.  Accordingly, as a
material inducement to the Company to enter into this Agreement; to protect the
Company’s Confidential Information, including lists of, and information
concerning, customers and prospective customers of the Company, that may be
disclosed or entrusted to you (the disclosure of which by you in violation of
this Agreement would adversely affect the business goodwill of the Company),
the business goodwill of the Company that may be developed in you and the
business opportunities that may be disclosed or entrusted to you by the
Company; in consideration for the compensation and other benefits payable
hereunder to you, for the benefits to you of having access to Confidential
Information, including lists of, and information concerning, customers and
prospective customers of the Company, during the Employment Period (the
disclosure of which by you in violation of this Agreement would adversely affect
the business goodwill of the Company); and for other good and valuable
consideration, you hereby covenant and agree that, during the Term of
Non-Competition, you will not directly or indirectly, individually or as an
officer, director, manager, employee, shareholder, consultant, contractor,
partner, member, joint venturer, agent, equity owner or in any capacity
whatsoever:


 


13

















 


(i)            own,
engage in, manage, operate, join, control, be employed by, provide Competing
Services to, or participate in the ownership, management, operation or control
of or provision of Competing Services to, a Competing Business operating in the
Geographic Area;


 


(ii)           recruit,
hire, assist in hiring, attempt to hire, or contact or solicit with respect to
hiring any person who, at any time during the twelve (12) month period ending
on the date of termination, was an employee of the Company; provided, that you
may hire any person that served as an administrative or clerical employee at
the time their employment with the Company terminates so long as you do not
recruit, contact or solicit such employee;


 


(iii)          induce
or attempt to induce any employee of the Company to terminate, or in any way
interfere with, the relationship between the Company and any employee thereof;
or


 


(iv)          induce
or attempt to induce any customer, client, supplier, service provider, or other
business relation of the Company in the Geographic Area to cease doing business
with the Company, or in any way interfere with the relationship between the
Company and any such person.


 


Notwithstanding
the foregoing, the Company agrees that you may own less than one percent of the
outstanding voting securities of any publicly traded company that is a
Competing Business so long as you do not otherwise participate in such
competing business in any way prohibited by this Section.


 


(b)           You acknowledge that
the geographic boundaries, scope of prohibited activities, and time duration of
the preceding paragraphs in this Section are reasonable in nature and are no
broader than are necessary to maintain the goodwill of the Company and the
confidentiality of its Confidential Information and to protect the goodwill and
other legitimate business interests of the Company, and also that the enforcement
of such covenants would not cause you any undue hardship or unreasonably
interfere with your ability to earn a livelihood.  If you violate the covenants and restrictions in this Section and
the Company brings legal action for injunctive or other equitable relief, you
agree that the Company will not be deprived of the benefit of the full period
of the restrictive covenant, as a result of the time involved in obtaining such
relief.  Accordingly, you agree that the
provisions in this Section will have a duration determined pursuant to
Subsection (a) above, computed from the date the legal or equitable relief is
granted.


 


(c)           As used in this
Agreement:


 


(i)            “Competing
Business” means a business that competes in any material respect with the
business, or any line of business, engaged in by the Company or any of its
Subsidiaries (A) at the time in question in respect of the Term of
Non-Competition occurring prior to the date of termination of your employment
and (B) as of the date of termination of your employment in respect of the Term
of Non-Competition occurring on and after the date of termination of your
employment.


 


14

















 


(ii)           “Competing
Services” means services that, if provided to a business other than a
Competing Business, would constitute the conduct of a Competing Business.


 


(iii)          “Geographic
Area” means the geographic area in which the Company or any of its
Subsidiaries engages in its respective business or any line of its business (A)
at the time in question in respect of the Term of Non-Competition occurring
prior to the date of termination of your employment and (B) as of the date of
termination of your employment in respect of the Term of Non-Competition
occurring on and after the date of termination of your employment.


 


(iv)          “Term
of Non-Competition” means the period of time beginning on the date hereof
and continuing until 5:00 p.m., Dallas, Texas time, on:


 


(A)          the
date of termination if your employment is terminated (1) by the Company for any
reason other than Cause, (2) by you for Good Reason, or (3) due to a
Non-Renewal election by you or the Company at any time, or


 


(B)           the
date that is twelve (12) months after the date of termination if your
employment is terminated (1) by the Company for Cause or (2) by you for any
reason other than Good Reason (other than a Non-Renewal election made by you).


 


(d)           If any court or
arbitrator determines that any portion of this Section 8 is invalid or
unenforceable, the remainder of this Section 8 will not thereby be
affected and will be given full effect without regard to the invalid or
unenforceable provisions.  If any court
or arbitrator construes any of the provisions of this Section 8 to be
invalid or unenforceable because of the duration or scope of such provision,
such court or arbitrator will be required to reduce the duration or scope of
such provision, to the minimum extent necessary so as to be enforceable, and to
enforce such provision as so reduced.


 


9.             Gross-Up for Certain Taxes.  If any of the payments or benefits due to
you under this Agreement would otherwise result in your liability for any
excise taxes pursuant to Internal Revenue Code (“Code”) Section 4999 (“Excise
Tax”) (whether at the time of payment or upon a later IRS audit), the
Company and you agree to use commercially reasonable efforts to restructure, in
a manner reasonably acceptable to the Company and you, such payments or
benefits due to you so that such Excise Tax is eliminated or minimized to the
extent permitted by applicable law; provided, however, that, without creating
any implication as to whether or not, under all the circumstances it would be
unreasonable for you to refuse to defer receipt for a shorter period, the
Company agrees that, regardless of the circumstances, it shall not be
unreasonable for you to refuse to defer receipt of a material portion of the
payments or benefits due to you under this Section 9 for more than six
months after the date on which such payments or benefits would otherwise become
due to you under this Agreement.  If,
despite the use of commercially reasonable efforts, the Company and you are
unable either to agree on any such restructuring or to restructure the payments
or benefits due to you under this Agreement to eliminate such Excise Tax, the
Company will reimburse you for the amount of such Excise Tax plus all federal,
state and local taxes applicable to the Company’s payment of such Excise Taxes,
including any additional taxes due under Section 4999 of the Code with respect
to payments made pursuant to this provision. 
Calculations for these purposes will assume the highest


 


15

















 


marginal rate for individuals applicable at the time of
calculation.  The intent of this Section
9 is that the Company will pay you an additional amount (the “Gross-Up
Payment”) such that the net amount retained by you after deduction of (i)
any Excise Tax imposed on any such payment or benefit; and (ii) any excise tax,
federal, state or local income, payroll, and/or other taxes, imposed on the
Gross-Up Payment, will equal the amount of such payment or benefit reduced by
all applicable taxes on such amount other than the Excise Tax.


 


10.          Successors; Binding Agreement.


 


(a)           This Agreement may not
be assigned by you other than by will or by the laws of descent and
distribution.  This Agreement will inure
to the benefit of and be enforceable by your personal and legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees. This Agreement will inure to the benefit of and be binding upon the
Company and its successors and assigns.


 


(b)           The Company will
require any successor to all or substantially all of the business and/or assets
of the Company, by a written agreement in form and substance reasonably
satisfactory to you, to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession will be considered grounds for you to
terminate your employment for Good Reason, and if you do so terminate your
employment, you will be entitled to compensation from the Company in the same
amount and on the same terms as you would be entitled to pursuant to Section
5 if you terminated your employment for Good Reason thereunder after, but
before the second anniversary of, a Change in Control.  As used in this Agreement and after any such
succession, “Company” will mean the Company as hereinbefore defined and any
successor and/or assigns which assumes and agrees to perform this Agreement by
operation of law, or otherwise.


 


11.          Miscellaneous.


 


(a)           Construction.  This Agreement will be deemed drafted
equally by both the parties.  Any
presumption or principle that the language is to be construed against any party
will not apply.


 


(b)           Notices.  For purposes of this Agreement, notices and
all other communications provided for in this Agreement will be in writing and
will be deemed to have been duly given when (i) delivered personally; (ii) sent
by facsimile or similar electronic device and confirmed; (iii) delivered by
overnight express; or (iv) if sent by any other means, upon receipt.  Any notice or other communication shall be
delivered to the address set forth below the Company’s or your signature
hereto, as applicable, or to such other address as either party will have
furnished to the other in writing in accordance herewith.


 


(c)           Severability.  Except as otherwise provided in Section
8(d), if any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision will be fully severable; this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision had
never comprised a portion of this Agreement; and the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance from this
Agreement.


 


16

















 


Furthermore, except as otherwise provided in Section 8(d),
in lieu of such illegal, invalid or unenforceable provision there will be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.


 


(d)           Withholding.  The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as are required
to be withheld pursuant to any applicable law or regulation.


 


(e)           No Waiver.  Except as expressly set forth in this
Agreement, no waiver by either party at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to
be performed by the other party will be deemed a waiver of similar or
dissimilar provisions or conditions at any time.


 


(f)            Equitable and Other
Relief.  You acknowledge that money
damages would be both incalculable and an insufficient remedy for a breach of Section
7 or 8 by you and that any such breach would cause the Company
irreparable harm.  Accordingly, the
Company, in addition to any other remedies at law or in equity it may have,
will be entitled, without the requirement of posting of bond or other security,
to equitable relief, including injunctive relief and specific performance, in
connection with a breach of Section 7 or 8 by you.  The parties agree that the only
circumstances in which disputes between them will not be subject exclusively to
arbitration pursuant to the provisions in Section 11(h) are in
connection with a breach of Section 7 or 8 by you.  If the Company files a pleading with a court
seeking immediate injunctive relief and this pleading is challenged by you and
injunctive relief sought is not awarded, the Company will pay all of your costs
and attorneys’ fees.  The parties
consent to venue in Dallas County, Texas and to the exclusive jurisdiction of
competent state courts or federal courts in the state or district in Dallas County,
Texas for all litigation which may be brought, subject to the requirement for
arbitration hereunder, with respect to the terms of, and the transactions and
relationships contemplated by, this Agreement.


 


(g)           Entire Agreement.  The provisions of this Agreement constitute
the entire and complete understanding and agreement between the parties with
respect to the subject matter hereof. 
The Company and you acknowledge that the Indemnification Agreement,
dated August 27, 2002, by and between you and the Company shall remain in full
force and effect, without limitation of your rights thereunder by the terms of
this Agreement.


 


(h)           Arbitration.  Except as otherwise provided in Section
11(f), in the event any claim, demand, cause of action, dispute, controversy
or other matter in question (“Claim”) arises out of this Agreement (or
its termination) or your employment (or termination of employment) by the
Company or its Subsidiaries, then, upon the written request of you or us, such
dispute or controversy will be submitted to binding arbitration.  Any arbitration will be conducted in
accordance with the Federal Arbitration Act (“FAA”) and, to the extent
an issue is not addressed by the FAA or the FAA does not apply, with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association (“AAA”) or other rules of the AAA as
applicable to the claims asserted.  The
results of arbitration will be binding and conclusive on the parties
hereto.  All parties agree that venue
for arbitration will be in Dallas County, Texas.  If you are the prevailing party, then you will be entitled to
reimbursement by the Company for reasonable attorneys fees, reasonable costs
and other


 


17

















 


reasonable expenses pertaining to the arbitration.  All proceedings conducted pursuant to this Section
11(h) will be kept confidential by all parties.  THE ARBITRATORS SHALL HAVE NO
AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY
DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OF
DAMAGES).  REGARDLESS OF WHETHER SUCH
DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, YOU AND THE COMPANY EACH HEREBY WAIVE
THE RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITH ANY
CLAIMS.  YOU AND THE COMPANY ACKNOWLEDGE
THAT BY SIGNING THIS AGREEMENT YOU AND THE COMPANY ARE WAIVING ANY RIGHT THAT
YOU OR THE COMPANY MAY HAVE TO A JURY TRIAL OR, OTHER THAN AS EXPRESSLY
PROVIDED BY SECTION 11(f), A TRIAL BEFORE A JUDGE IN CONNECTION WITH, OR
RELATING TO, A CLAIM.


 


(i)            Survival.  Sections 3(e), 4, 5, 6,
7, 8, 9, 10 and 11 of this Agreement will
survive the termination of this Agreement.


 


(j)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICT OF LAWS OF TEXAS OR ANY OTHER JURISDICTION, AND,
WHERE APPLICABLE, THE LAWS OF THE UNITED STATES.


 


(k)           Amendments.  This Agreement may not be amended or
modified at any time except by a written instrument approved by the Board and
executed by the Company and you.


 


(l)            Acknowledgement.  You acknowledge that you have read and
understand this Agreement (including its legal effect), have had an opportunity
to consult legal counsel regarding it, have not acted in reliance upon any
representations or promises made by the Company not contained herein, and have
entered into this Agreement freely.


 


(m)          Counterparts.  This Agreement may be executed (including by
facsimile transmission) in any number of counterparts.


 


18

















 


By signing and countersigning this Agreement
in the appropriate space set forth below, we and you have agreed to be bound by
the terms and conditions set forth herein, effective as of January 9, 2004.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TRAMMELL CROW COMPANY,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ROBERT
  E. SULENTIC

  
	
   

  	
  Name:

  	
  Robert E.
  Sulentic

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Trammell
  Crow Company

  
	
   

  	
   

  	
  2001 Ross
  Avenue, Suite 3400

  
	
   

  	
   

  	
  Dallas,
  Texas 75201

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Telephone:
  (214) 863-3000

  
	
   

  	
   

  	
  Fax: (214)
  863-3125

  
	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED BY EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
  /s/ MICHAEL
  J. LAFITTE

  	
   

  	
   

  
	
  Name:
  Michael J. Lafitte

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
										



 


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