Exhibit
10.15


 


 


March 2, 2004


 


 


John A. Stirek


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:          Employment Agreement


 


Dear John:


 


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 the Company’s
President of Development and Investment for the Western United States 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 Portland, Oregon.  “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.


 


(d)           We hereby
memorialize our agreement to pay you the remaining unpaid balance of a
relocation bonus of $125,000 in support of your relocation from Portland to
Dallas in 2001, of which $62,498 remains unpaid as of the date hereof.  We shall pay you six (6) monthly payments of
$10,417 per month in the first pay cycle of each month, commencing in January
2004 and ending in June 2004, in full satisfaction our obligation in respect
thereof.  Except as otherwise provided
in Sections 4(a), 4(c), 5(a), and 5(c), our obligation to
make these monthly payments to you, or a lump sum payment to you in
satisfaction thereof, will cease at such time as you are no longer employed by
us for any reason.  Such monthly
relocation bonus payments are referred to herein as the “Relocation Payments.”


 


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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 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 Awards received by you 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


 


3

















 


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 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 Awards received by you 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,


 


4

















 


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 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),
(ii), and (iii) and in the definition of Change in Control, 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 prior to any Change in Control or after the second
anniversary of such Change in Control, 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).


 


5

















 


(ii)           If the Company delivers a Non-Renewal
Notice to you after a Change in Control but prior to the second anniversary of
such Change in Control, you will have the rights described in Section 5(c)
upon the effectiveness of such Non-Renewal.


 


(iii)          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 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”); (2) the amount of any unpaid Annual
Bonus that was awarded to you prior to the date of termination; and (3) all
remaining unpaid Relocation Payments; (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


 


6

















 


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:


 


(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)); (C) the amount of any unpaid Annual
Bonus that was awarded to you prior to the date of termination; and (D) all
remaining unpaid Relocation Payments;


 


(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


 


7

















 


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 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


 


8

















 


the Company without Cause or as a result of a
Non-Renewal Notice delivered by the Company prior to such Change in Control and
a Change in Control occurs within 180 days after such termination, or within
180 days after such Non-Renewal Notice delivery in the case of a Non-Renewal
(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, or immediately prior to
such Non-Renewal Notice delivery in the case of a Non-Renewal; 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 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):


 


9

















 


(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;
(2) the amount of any unpaid Annual Bonus that was awarded to you prior to the
date of termination; and (3) all remaining unpaid Relocation Payments; (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.  If your employment is terminated by us for Cause or by you
without Good Reason, we will have no further obligations to you other than 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 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),
in the event of your termination by the Company for Cause or due to your
resignation without Good Reason, you will forfeit all rights to any other
compensation.


 


(c)           Without
Cause; Resignation for Good Reason; Non-Renewal Election by Company.  If your employment is terminated by the
Company without Cause or due to a Non-Renewal election made by the Company as
provided in Section 3(e)(ii) 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)); (C) the amount of
any unpaid Annual Bonus that was


 


10

















 


awarded to you prior to the date of
termination; and (D) all remaining unpaid Relocation Payments; 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 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


 


11

















 


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 due to a Non-Renewal election made by the Company as provided in Section
3(e)(ii) 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.


 


(d)           Non-Renewal
Election by You.  If your employment
is terminated due to a Non-Renewal Election by you, we will have no further
obligations to you other than as set forth in Section 3(e)(iii), which
also includes provision for the compensation and other benefits described in Section
4(b).  Except as described in Section
4(b) and Section 3(e)(iii), in the event of your termination due to
a Non-Renewal election by you, 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 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”)


 


12

















 


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, to the extent confidential and proprietary to the Company, 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 your general
knowledge of and experience in the real estate business or your personal and professional
relationships and it 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) is in the
public domain or is or 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.


 


(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.


 


13

















 


(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:


 


(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.


 


14

















 


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.


 


(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, (3) due to a Non-Renewal election by you prior to a
Change in Control or after the second anniversary of such Change in Control, or
(4) due to a Non-Renewal election made by 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, (2) by you


 


15

















 


for any reason other than Good Reason,  or (3) due to any Non-Renewal election
made by you after a Change in Control and on or before the second anniversary
of such Change in Control.


 


(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 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


 


16

















 


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.  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


 


17

















 


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
                              ,
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 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.


 


18

















 


(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.


 


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 March 2, 2004.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TRAMMELL CROW COMPANY,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT E. SULENTIC

  
	
   

  	
  Name:

  	
  Robert E. Sulentic

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  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/ JOHN A. STIREK

  	
   

  
	
  Name:  John A. Stirek

  
	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  
	
   

  	
  [XXXXXXXXXX]

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  
					



 


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