Exhibit 10.8


 


GARY R. SIEGEL

EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”)
is dated the 20th day of December, 2005, but effective
for all purposes and in all respects as of the closing of the “IPO Transactions”
(as defined below), by and between REPUBLIC PROPERTY TRUST, a Maryland real
estate investment trust (the “Company”),
and Gary R. Siegel (the “Executive”).


 


WHEREAS, the
Company and Republic Property Limited Partnership, a Delaware limited
partnership and wholly owned operating partnership subsidiary of the Company
(the “Operating Partnership”), are engaging
in various related transactions pursuant to which, among other things, (i) the
Operating Partnership would acquire interests in various limited liability
companies that own real estate properties, and (ii) the Company would
effect an initial public offering of its common shares of beneficial interest,
par value $0.01 per share, and contribute the proceeds therefrom for a like
number of units of partnership interest in the Operating Partnership (the “IPO”, and together with the other transactions in connection
therewith, the “IPO Transactions”); and


 


WHEREAS, in
connection with the IPO Transactions, the Company wishes to offer employment to
the Executive, and the Executive wishes to accept such offer, on the terms set
forth below.


 


Accordingly,
the parties hereto agree as follows:


 


1.                                       Term.  The Company hereby employs the Executive, and
the Executive hereby accepts such employment for an initial term commencing as
of the date of closing of the IPO Transactions and ending on December 31,
2009, unless sooner terminated in accordance with the provisions of Section 4
or Section 5 (the period during which the Executive is employed hereunder
being hereinafter referred to as the “Term”).  The Term shall be subject to automatic
one-year renewals unless either party hereto notifies the other, in accordance
with Section 7.4, of non-renewal at least ninety (90) days prior to the
end of any such Term.  Notwithstanding
the employment of the Executive by the Company, the Company shall be entitled
to pay the Executive from the payroll of any subsidiary of the Company.


 


2.                                       Duties.
The Executive, in his capacity as General Counsel and Chief Operating Officer
shall, unless the Board of Trustees of the Company (the “Board”) determines
otherwise, report directly to the Company’s Chief Executive Officer Mark R.
Keller (or his successor) and faithfully perform for the Company the duties of
said office and shall perform such other duties of an executive, managerial or
administrative nature as shall be specified and designated from time to time by
the Board of Trustees of the Company (the “Board”)
(including the performance of services for, and serving on the Board of
Directors of, any subsidiary or affiliate of the Company without any additional
compensation).  The Executive shall
devote substantially all of the Executive’s business time and effort to the
performance of the Executive’s duties hereunder; provided, however, that in no
event shall this sentence prohibit the Executive from performing other
activities, whether personal, charitable, investment  (including real estate investment activities)
or business and any other activities approved by the Board, so long as such
activities do


 





















 


not materially and adversely interfere with the Executive’s duties to
the Company or otherwise violate the terms of the Executive’s Non-Competition
Agreement (as defined below) executed by the Executive and the Company; and
provided, further, that, notwithstanding the foregoing, the Executive shall
have the right to continue to act as a trustee of various trusts for the
benefit of family members of Richard L. Kramer (whether such trusts are in
existence now or in the future) and, in connection therewith, to act as a
manager of various Kramer family investment entities in which one or more of
the trusts is an equity owner, and nothing contained in this Section 2
shall be construed in a manner which could cause the Executive to have to
violate any fiduciary duty that he may have to any such trusts or family
investment entities so long as such activities do not materially and adversely
interfere with the Executive’s duties for the Company.  The Board may delegate its authority to take
any action under this Agreement to the Compensation Committee of the Board of
Trustees (the “Compensation Committee”).


 


3.                                       Compensation.


 


3.1                                 Salary.  The Company shall pay the Executive during
the Term a base salary at the rate of $360,000 per annum (the “Annual Salary”), in accordance with the
customary payroll practices of the Company applicable to senior executives
generally.  The Annual Salary may be
increased annually by an amount as may be approved by the Board or the
Compensation Committee, and, upon such increase, the increased amount shall thereafter
be deemed to be the Annual Salary for purposes of this Agreement.


 


3.2                                 Bonus.  The Executive will be eligible to participate
in the Company’s annual bonus plan (the “Bonus Plan”),
the terms of which will be established by the Compensation Committee.  For each fiscal year, the Executive shall
have the opportunity to earn a bonus determined by the Committee in its sole
discretion, taking into consideration the relative contribution by the
Executive to the business of the Company and such other performance goals and
factors as the Committee deems relevant with the following targets: threshold
target – 50% of Salary; target – 80% of Salary; and above target –
100% of salary; provided, however that, no minimum bonus amount is guaranteed.


 


3.3                                 Share-Based
Compensation—IPO Award. 
The Executive may be awarded such restricted shares, share options and
other equity-based awards under the Company’s equity compensation plans (“Equity Awards”) as the Compensation Committee determines to
be appropriate.  Upon the IPO, the
Executive shall receive an award of restricted shares, subject to the terms and
conditions of the Company’s 2005 Omnibus Long-Term Incentive Plan, equal to 28,932
restricted shares.  Such restricted
shares shall be fully vested; provided, that, the sale, transfer or other
disposition of the restricted shares by the Executive shall be prohibited until
July 1, 2007, subject to the terms and conditions of the Company’s 2005
Omnibus Long-Term Incentive Plan.  Notwithstanding the foregoing, the Executive
may transfer such restricted shares (i) as a bona fide gift or gifts or by
will or intestacy, or (ii) to any trust for the direct or indirect benefit
of the Executive or the immediate family of the Executive, provided that any
such transfer shall not involve a disposition for value. The Company
shall pay to the Executive a cash bonus equal to $289,315, which cash bonus
shall be withheld by the Company, to the extent necessary, to pay the
withholding taxes associated with the restricted share grant and this cash
bonus.


 


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3.4                                 Benefits
– In General.  The Executive shall be
permitted during the Term to participate in any group life, hospitalization or
disability insurance plans, health programs, pension and profit sharing plans
and similar benefits that may be available to members of executive management
of the Company generally, on the same terms as may be applicable to such other
executives, in each case to the extent that the Executive is eligible under the
terms of such plans or programs.  During
the Term, the Company shall maintain customary liability insurance for trustees
and officers and list the Executive as a covered officer.


 


With respect to each such benefit plan and program, service with the
Company or any of its affiliates (as applicable) shall be included for purposes
of determining eligibility to participate (including waiting periods, and
without being subject to any entry date requirement after the waiting period
has been satisfied), vesting (as applicable) and entitlement to benefits. The
medical plan or plans maintained by the Company shall waive all limitations as
to pre-existing conditions, exclusions and waiting periods with respect to
participation and coverage requirements. With respect to vacation benefits
provided by the Company, the vacation benefit of Executive shall include all
hours of accrued but unused vacation and sick time hours, respectively, with
the Company or any of its affiliates.


 


3.5                                 Vacation.  During the Term, the Executive shall be
entitled to vacation of four (4) weeks per year.


 


3.6                                 Expenses.  The Company shall pay or reimburse the
Executive for all ordinary and reasonable out-of-pocket expenses actually
incurred (and, in the case of reimbursement, paid) by the Executive during the
Term in the performance of the Executive’s services under this Agreement;
provided that the Executive submits such expenses in accordance with the
policies applicable to senior executives of the Company generally.


 


4.                                       Termination
upon Death or Disability.  In the
event that the Executive dies during the Term, the obligations of the Company
to or with respect to the Executive shall terminate in their entirety except as
otherwise provided under this Section 4. 
If the Executive becomes eligible for disability benefits under the
Company’s long-term disability plans and arrangements (or, if none apply, would
have been so eligible under the most recent plan or arrangement), the Company
shall have the right, to the extent permitted by law, to terminate the
employment of the Executive upon notice in writing to the Executive and such
termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement; provided, that, the Company will have no right to
terminate the Executive’s employment if, in the opinion of a qualified
physician reasonably acceptable to the Company, it is reasonably certain that
the Executive will be able to resume the Executive’s duties on a regular
full-time basis within 90 days of the date the Executive receives notice of
such termination.


 


Upon death or other termination of employment by virtue of disability (i) the
Executive (or the Executive’s estate or beneficiaries in the case of the death
of the Executive) shall have no right to receive any compensation or benefit
hereunder on and after the Effective Date of the Termination other than Annual
Salary earned and accrued under this Agreement prior to the Effective Date of
the Termination, any bonus for the prior year not yet paid, and other benefits,
including payment for accrued but unused vacation, earned and accrued under
this Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for


 


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expenses incurred but not paid prior to the Effective Date of the
Termination) and an amount equal to the product of (x) the Executive’s Target
Annual Bonus (hereafter defined) for the fiscal year of the Executive’s death
or disability and (y) a fraction, the numerator of which is the number of days
in the current fiscal year through the Effective Date of the Termination, and
the denominator of which is 365; (ii) all Equity Awards held by the
Executive shall become fully vested and exercisable; and (iii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and there shall be no further rights with respect to the Executive hereunder
(except as provided in Section 7.13). 
For purposes of this Section 4, (i) the “Effective
Date of the Termination” shall mean the date of death or the date on
which a notice of termination by virtue of disability is given or any later
date (within thirty (30) days after the giving of such notice) set forth in
such notice of termination, and (ii) ”Target Annual Bonus”
shall mean 80% of the Executive’s Salary.


 


For the avoidance of doubt, the Executive acknowledges and agrees that
the payments set forth in this Section 4 constitute liquidated damages for
termination of his employment during the Term upon death or by virtue of
disability.


 


5.                                       Other
Terminations of Employment.


 


5.1                                 Termination
for Cause; Termination of Employment by the Executive Without Good Reason.


 


(a)                                  For
purposes of this Agreement, “Cause”
shall mean:


 


(i)                                     the
Executive’s conviction for (or pleading nolo contendere to) any felony;


 


(ii)                                  the
Executive’s commission of an act of fraud, theft or dishonesty related to the
business of the Company or its affiliates or the performance of the Executive’s
duties hereunder;


 


(iii)                               the
willful and continuing failure or habitual neglect by the Executive to perform
the Executive’s duties hereunder;


 


(iv)                              any
material violation by the Executive of the covenants contained in Section 6
or that certain Non-Competition Agreement dated as of the date hereof between
the Executive and the Company (the “Non-Competition
Agreement”); or


 


(v)                                 the
Executive’s willful and continuing material breach of this Agreement.


 


For purposes
of this Section 5.1, no act, or failure to act, by Executive shall be
considered “willful” unless committed in bad faith and without a reasonable
belief that the act or omission was in the best interests of the Company or its
subsidiaries.  Notwithstanding the
foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Cause under clause (iii), (iv) or (v) above,
the Executive shall have 30 days from the date written notice is given by the


 


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Company of
such event or condition to cure such event or condition and, if the Executive
does so, such event or condition shall not constitute Cause hereunder.


 


(b)                                 For
purposes of this Agreement, “Good Reason”
shall mean, unless otherwise consented to by the Executive:


 


(i)                                     the
material reduction of the Executive’s authority, duties and responsibilities,
or the assignment to the Executive of duties materially and adversely
inconsistent with the Executive’s position or positions with the Company and
its subsidiaries;


 


(ii)                                  a
reduction in Annual Salary of the Executive except in connection with a
reduction in compensation generally applicable to senior management employees
of the Company;


 


(iii)                               the
failure by the Company to obtain an agreement in form and substance reasonably
satisfactory to the Executive from any successor to the business of the Company
to assume and agree to perform this Agreement;


 


 (iv)                           a requirement by the Company
that the Executive’s work location be moved more than fifty (50) miles from the
Company’s principal place of business in Washington, D.C.; or


 


(v)                                 the
Company’s material and willful breach of this Agreement.


 


Notwithstanding
the foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Good Reason under clause (i), (ii), (iv) or (v) above,
the Company shall have 30 days from the date on which the Executive gives the
written notice thereof to cure such event or condition and, if the Company does
so, such event or condition shall not constitute Good Reason hereunder.  Further, an event or condition shall cease to
constitute Good Reason one (1) year after the event or condition first
occurs or at any time at which there exists an event or condition which serves
as the basis of a termination of the Executive’s employment for Cause.


 


(c)                                  The
Company may terminate the Executive’s employment hereunder for Cause and such
termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.  If the Company
terminates the Executive for Cause, (i) the Executive shall have no right
to receive any compensation or benefit hereunder on and after the Effective
Date of the Termination other than Annual Salary and other benefits, including
payment for accrued but unused vacation (but excluding any bonuses except as
provided in the Bonus Plan) earned and accrued under this Agreement prior to
the Effective Date of the Termination (and reimbursement under this Agreement
for expenses incurred but not paid prior to the Effective Date of the
Termination); and (ii) this Agreement shall otherwise terminate upon the
Effective Date of the Termination and the Executive shall have no further
rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(c), the
“Effective Date of the Termination”
shall mean the date on which a notice of termination is given or any later date
(within thirty (30) days after the giving of such notice) set forth in such
notice of termination.


 


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(d)                                 The
Executive may terminate his employment without Good Reason.  If the Executive terminates the Executive’s
employment with the Company without Good Reason: (i) the Executive shall
have no right to receive any compensation or benefit hereunder on and after the
Effective Date of the Termination other than Annual Salary and other benefits,
including payment for accrued but unused vacation (but excluding any bonuses
except as provided in the Bonus Plan) earned and accrued under this Agreement
prior to the Effective Date of the Termination (and reimbursement under this
Agreement for expenses incurred but not paid prior to the Effective Date of the
Termination); and (ii) this Agreement shall otherwise terminate upon the
Effective Date of the Termination and the Executive shall have no further
rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(d), the
“Effective Date of the Termination”
shall mean the date on which a notice of termination is given or any later date
(within thirty (30) days after the giving of such notice) set forth in such
notice of termination.


 


(e)                                  In
the event the Company elects not to renew this Agreement as contemplated in Section 1
above, the Executive shall receive (i) a cash payment equal to one (1) times
the sum of: (x) the Executive’s Annual Salary in effect on the day of expiration
of the Term, and (y) the average bonus actually paid to the Executive with
respect to the prior three (3) calendar years, payable no later than 30
days after the day of expiration of the Term; and (ii) all Equity Awards
held by the Executive shall become fully vested and exercisable and Section 5.2
shall not apply.


 


5.2                                 Termination
Without Cause; Termination for Good Reason. 
The Company may terminate the Executive’s employment at any time without
Cause, for any reason or no reason and the Executive may terminate the
Executive’s employment with the Company for Good Reason.  If the Company or the Executive terminates
the Executive’s employment and such termination is not described in Section 4
or Section 5.1:


 


(a) the
Executive shall have no right to receive any compensation or benefit hereunder
on and after the Effective Date of the Termination other than Annual Salary
earned and accrued under this Agreement prior to the Effective Date of the
Termination, any bonus for the prior year not yet paid, and other benefits,
including payment for accrued but unused vacation, earned and accrued under
this Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for expenses incurred but not paid prior to
the Effective Date of the Termination) and an amount equal to the product of
(x) the Executive’s Target Annual Bonus for the fiscal year of the Executive’s
termination of employment and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Effective Date of the
Termination, and the denominator of which is 365;


 


(b) the
Executive shall receive a cash payment equal to the Severance Payment payable
no later than 30 days after the Effective Date of the Termination;


 


(c) for
thirty months after the Effective Date of the Termination, the Company shall
continue medical, prescription and dental benefits to the Executive and/or the
Executive’s family at least equal to those which would have been provided to
them in accordance with the welfare benefit plans, practices, policies and
programs provided by the Company to the extent applicable generally to other
peer employees of the Company and its affiliated companies, as if the Executive’s
employment had not been terminated; provided, however, that if the Executive


 


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becomes reemployed with another employer and is eligible to receive
medical, prescription and dental benefits under another employer provided plan,
the medical, prescription and dental benefits described herein shall be
secondary to those provided under such other plan during such applicable period
of eligibility;


 


(d) all
Equity Awards held by the Executive shall become fully vested and exercisable;
and


 


(e) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and the Executive shall have no further rights hereunder (except as provided in
Section 7.13).  The “Severance Payment” means two and one-half
(2 1/2) times the sum of: (i) the Executive’s Annual Salary in effect on
the day of termination and (ii) the Executive’s Average Annual Bonus.  The Executive’s “Average Annual Bonus” means the average bonus actually paid to
the Executive with respect to the prior three (3) calendar years, or if
greater, 80% of his Annual Salary.  For
purposes of this Section 5.2, the “Effective
Date of the Termination” shall mean the date on which a notice of
termination is given or any later date (within thirty (30) days after the
giving of such notice) set forth in such notice of termination, or in the case
of termination of employment by the Executive for Good Reason, the date of
termination specified in such Executive’s notice of termination.


 


The Company shall not be required to make the payments and provide the
benefits specified in Sections 5.2(b), 5.2(c), and 5.2(d) unless the
Executive executes and delivers to the Company an agreement releasing the
Company, its affiliates and its officers, directors and employees from all
liability (other than the payments and benefits under this Agreement)
substantially in the form set forth attached hereto as Exhibit A
and such agreement has become effective and irrevocable.


 


5.3                                 Nature
of Payments.  For the avoidance of
doubt, the Executive acknowledges and agrees that the payments set forth in
this Section 5 constitute liquidated damages for termination of his
employment during the Term.


 


6.                                       Confidential
and Proprietary Information.


 


6.1                                 Confidential
Information.  The Executive shall
keep secret and retain in strictest confidence, and shall not use for his
personal benefit or the benefit of others or directly or indirectly disclose,
except as may be required or appropriate in connection with his carrying out
his duties under this Agreement, all confidential information, knowledge or
data relating to the Company or any of its affiliates, or to the Company’s or
any such affiliate’s respective businesses and investments (including
confidential information of others that has come into the possession of the
Company or any such affiliate), learned by the Executive heretofore or
hereafter directly or indirectly from the Company or any of its affiliates and
which is not generally available lawfully and without breach of confidential or
other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except
with the Company’s express written consent 
or as may otherwise be required by law or any legal process.


 


6.2                                 Return
of Documents; Rights to Products. 
All memoranda, notes, lists, records, property and any other tangible
product and documents (and all copies thereof) made, produced or compiled by
the Executive or made available to the Executive concerning the


 


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businesses and investments of the Company and its affiliates shall be
the Company’s property and shall be delivered to the Company at any time on
request.  The Executive shall assign to
the Company all rights to trade secrets and other products relating to the
Company’s business developed by him alone or in conjunction with others at any
time while employed by the Company.


 


6.3                                 Rights
and Remedies upon Breach.  The
Executive acknowledges and agrees that any breach by him of any of the
provisions of this Section 6 (the “Restrictive Covenants”) would result in
irreparable injury and damage for which money damages would not provide an
adequate remedy.  Therefore, if the
Executive breaches, or threatens to commit a breach of, any of the Restrictive
Covenants, the Company and its affiliates shall have the right and remedy to
have the Restrictive Covenants specifically enforced (without posting bond and
without the need to prove damages) by any court having equity jurisdiction,
including, without limitation, the right to an entry against the Executive of
restraining orders and injunctions (preliminary, mandatory, temporary and
permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants.  This
right and remedy shall be in addition to, and not in lieu of, any other rights
and remedies available to the Company and its affiliates under law or in equity
(including, without limitation, the recovery of damages).  The existence of any claim or cause of action
by the Executive, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement of the Restrictive Covenants.


 


7.                                       Other
Provisions.


 


7.1                                 Severability.  The Executive acknowledges and agrees that
the Executive has had an opportunity to seek advice of counsel in connection
with this Agreement.  If it is determined
that any of the provisions of this Agreement, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not
thereby be affected and shall be given full affect, without regard to the
invalid portions.


 


7.2                                 Enforceability;
Jurisdictions.  The Company and the
Executive intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
the Restrictive Covenants.  If the courts
of any one or more of such jurisdictions hold the Restrictive Covenants wholly
unenforceable by reason of breadth of scope or otherwise it is the intention of
the Company and the Executive that such determination not bar or in any way
affect the Company’s right, or the right of any of its affiliates, to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction’s being, for this purpose,
severable, diverse and independent covenants, subject, where appropriate, to
the doctrine of res judicata.


 


7.3                                 Attorneys’
Fees.  In the event of any legal
proceeding relating to this Agreement or any term or provision thereof, the
losing party shall be responsible to pay or reimburse the prevailing party for
all reasonable attorneys’ fees incurred by the prevailing party in connection
with such proceeding; provided, however, the Executive shall not be required to
pay or reimburse the Company unless the claim or defense asserted by the
Executive was unreasonable.


 


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7.4                                 Notices.  All notices, requests, demands, claims, and
other communications hereunder shall be in writing.  Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly delivered (i) two business
days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) when received if it is sent by facsimile
communication during normal business hours on a business day or one business
day after it is sent by facsimile and received if sent other than during business
hours on a business day, (iii) one business day after it is sent via a
reputable overnight courier service, charges prepaid, or (iv) when
received if it is delivered by hand, in each case to the intended recipient as
set forth below:


 


(i)                                     if to the Executive, to the address set forth
in the records of the Company


 


(ii)                                  if to the Company


 


Republic
Property Trust


1280
Maryland Avenue


Suite 280


Washington,
D.C. 20024


Attn:  Chief Executive Officer


Facsimile:
(202) 863-4049


 


with
copies in either case (which shall not constitute

notice) to:


 


Hogan &
Hartson L.L.P.


555
13th Street, NW

Washington, DC 20004

Attention:  Stuart A. Barr, Esq.

Facsimile:  (202) 637-5910


 


Any such
person may by notice given in accordance with this Section to the other
parties hereto designate another address or person for receipt by such person
of notices hereunder.


 


7.5                                 Entire
Agreement.  This Agreement, together
with the exhibits hereto and the Noncompetition Agreement, contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with the Company or its
subsidiaries (or any predecessor of either).


 


7.6                                 Waivers
and Amendments.  This Agreement may
be amended, superseded, canceled, renewed or extended, and the terms hereof may
be waived, only by a written instrument signed by the parties or, in the case
of a waiver, by the party waiving compliance. 
No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any such right, power or privilege nor any single or
partial exercise of any such right, power or privilege, preclude any other or
further exercise thereof or the exercise of any other such right, power or
privilege.


 


7.7                                 GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF
COLUMBIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


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7.8                                 Assignment.  This Agreement, and the Executive’s rights
and obligations hereunder, may not be assigned by the Executive; any purported
assignment by the Executive in violation hereof shall be null and void.  In the event of any Change in Control, the Company
may assign this Agreement and its rights hereunder.


 


7.9                                 Withholding.  The Company shall be entitled to withhold
from any payments or deemed payments any amount of withholding required by
law.  No other taxes, fees, impositions,
duties or other charges or offsets of any kind shall be deducted or withheld
from amounts payable hereunder, unless otherwise required by law.


 


7.10                           No
Duty to Mitigate.  The Executive
shall not be required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking other employment or otherwise, nor will any
payments hereunder be subject to offset in the event the Executive does
mitigate.


 


7.11                           Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors, permitted assigns, heirs, executors and legal representatives.


 


7.12                           Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original but all such counterparts together shall constitute one
and the same instrument.  Each
counterpart may consist of two copies hereof each signed by one of the parties
hereto.


 


7.13                           Survival.  Anything contained in this Agreement to the
contrary notwithstanding, the provisions of Sections 6 and 7 (to the extent
necessary to effectuate the survival of Sections 6 and 7) shall survive
termination of this Agreement and any termination of the Executive’s employment
hereunder.


 


7.14                           Existing
Agreements.  Executive represents to
the Company that the Executive is not subject or a party to any employment or
consulting agreement, non-competition covenant or other agreement, covenant or
understanding which might prohibit the Executive from executing this Agreement
or limit the Executive’s ability to fulfill the Executive’s responsibilities
hereunder.


 


7.15                           Headings.  The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.


 


7.16                           Parachute
Provisions.  If any amount payable to
or other benefit receivable by the Executive pursuant to this Agreement is
deemed to constitute a Parachute Payment (as defined below), alone or when
added to any other amount payable or paid to or other benefit receivable or
received by the Executive which is deemed to constitute a Parachute Payment
(whether or not under an existing plan, arrangement or other agreement), and
would result in the imposition on the Executive of an excise tax under Section 4999
of the Internal Revenue Code of 1986, as amended, then, in addition to any
other benefits to which the Executive is entitled under this Agreement, the
Executive shall be paid by the Company an amount in cash equal to the sum of
the excise taxes payable by the Executive by reason of receiving Parachute
Payments plus the


 


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amount necessary to put the Executive in the same after-tax position
(taking into account any and all applicable federal, state and local excise,
income or other taxes at the highest applicable rates on such Parachute
Payments and on any payments under this Section 7.16 ) as if no excise
taxes had been imposed with respect to Parachute Payments.  The amount of any payment under this Section 7.16
shall be computed by a certified public accounting firm mutually and reasonably
acceptable to the Executive and the Company, the computation expenses of which
shall be paid by the Company.  “Parachute Payment” shall mean any payment
deemed to constitute a “parachute payment” as defined in Section 280G of
the Internal Revenue Code of 1986, as amended.


 


7.17                           Section 409A.  Notwithstanding anything to the contrary
contained herein, in the event that either the Company or the Executive
determines in good faith that one or more payments under this Agreement that
become payable after the Executive separates from service with the Company
would  be subject to the additional 20%
tax imposed by Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), prior to making any such
payments, the Company and the Executive shall confer with each other and unless
the Company and the Executive mutually determine that the additional 20% tax
imposed by Section 409A of the Code will not be applicable, such payments
under this Agreement shall not commence until six months after the Executive
separates from service with the Company to the extent necessary to avoid the
imposition of the additional 20% tax imposed by Section 409A of the
Code.  Any payments that are required to
be delayed as a result of this Section 7.17 shall be made on or about the
earliest date on which the payment would not result in the additional tax
imposed by Section 409A of the Code.


 


7.18                           Condition
to Agreement.  The terms and
provisions of this Agreement are expressly conditioned upon, and subject to,
the closing of the IPO Transactions.


 


7.19                           Certain
Definitions.  For purposes of this
Agreement:


 


(a)                                  an
“affiliate” of any person means another person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, such first person, and includes subsidiaries.


 


(b)                                 A
“business day” means the period from 9:00 am to 5:00 pm on any weekday that is
not a banking holiday in New York City, New York.


 


(c)                                  A
“subsidiary” of any person means another person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its board of directors or other
governing body (or, if there are no such voting interests or no board of
directors or other governing body, 50% or more of the equity interests of
which) is owned directly or indirectly by such first person.


 


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IN WITNESS
WHEREOF, the parties hereto have signed their names as of the day and year
first above written.


 


	
   

  	
  REPUBLIC PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name:

  	
  Mark R. Keller

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Gary R. Siegel

  	
   

  
	
   

  	
  GARY R. SIEGEL

  	
   

  



 


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EXHIBIT A


 


RELEASE
AND WAIVER OF CLAIMS


 


THIS RELEASE
is made as of this         day of                   ,          ,
by and between Republic Property Trust (the “Company”) and Gary R. Siegel  (“Executive”).


 


WHEREAS,
Executive and the Company entered into that certain Employment Agreement, dated                           ,
2005 (“Agreement”);


 


WHEREAS,
Executive’s employment with the Company as General Counsel and Chief Operating
Officer has terminated; and


 


WHEREAS, in
connection with the termination of Executive’s employment, under the Agreement,
Executive is entitled to certain payments and other benefits.


 


NOW,
THEREFORE, in consideration of the severance payments and other benefits due
Executive under the Agreement (“Severance Payments”):


 


1.                                       Executive hereby for himself, and his heirs,
agents, executors, successors, assigns and administrators (collectively, the “Related
Parties”), intending to be legally bound, does hereby REMISE, RELEASE AND
FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, joint
ventures, and its and their officers, directors, shareholders, employees,
predecessors, and partners, and its and their respective successors and
assigns, heirs, executors, and administrators (collectively, “Releasees”) from
all causes of action, suits, debts, claims and demands whatsoever in law or in
equity, which Executive ever had, now has, or hereafter may have, or which the
Related Parties may have, by reason of any matter, cause or thing whatsoever,
from the beginning of his initial dealings with the Company to the date of this
Release, and particularly, but without limitation of the foregoing general
terms, any claims arising from or relating in any way to his employment
relationship with Company, the terms and conditions of that employment
relationship, and the termination of that employment relationship, including,
but not limited to, any claims arising under the Age Discrimination in
Employment Act (“ADEA”), as amended, 29 U.S.C. ss. 621 et seq., the Older Worker’s
Benefit Protection Act, 29 U.S.C. ss. 626(f)(1), Title VII of The Civil Rights
Act of 1964, as amended, 42 U.S.C. ss. 2000e et seq., the Civil Rights Act of
1871, the Civil Rights Act of 1991, the Americans with Disabilities Act, 42
U.S.C. ss. 12101-12213, the Rehabilitation Act, the Family and Medical Leave
Act of 1993 (“FMLA”), 29 U.S.C. ss. 2601 et seq., the Fair Labor Standards Act,
and any other claims under any federal, state or local common law, statutory,
or regulatory provision, now or hereafter recognized, and any claims for
attorneys’ fees and costs, but not including such claims to payments, benefits
and other rights provided Executive under the Agreement and any employee
benefit plan of the Company in which Executive is a participant.  This Release is effective without regard to
the legal nature of the claims raised and without regard to whether any such
claims are based upon tort, equity, implied or express contract or
discrimination of any sort.  Except as
specifically provided herein, it is expressly understood and agreed that this
Release shall operate as a clear and unequivocal waiver by Executive of any
claim for accrued or unpaid wages, benefits or any other type of payment other
than as provided under the Agreement and any employee benefit


 





















 


plan of
the Company in which Executive is a participant.  It is the intention of the parties to make
this release as broad and as general as the law permits as to the claims
released hereunder.


 


2.                                       Executive further agrees and recognizes that he
has permanently and irrevocably severed his employment relationship with the
Company, that he shall not seek employment with the Company or any affiliated
entity at any time in the future, and that the Company has no obligation to
employ him in the future.


 


3.                                       The parties agree and acknowledge that the
Agreement, and the settlement and termination of any asserted or unasserted
claims against the Releasees pursuant to the Agreement, are not and shall not
be construed to be an admission of any violation of any federal, state or local
statute or regulation, or of any duty owed by any of the Releasees to
Executive.


 


4.                                       Executive certifies and acknowledges as follows:


 


(a)                                  That he has read the
terms of this Release, and that he understands its terms and effects, including
the fact that he has agreed to RELEASE AND FOREVER DISCHARGE all Releasees from
any legal action or other liability of any type related in any way to the
matters released pursuant to this Release other than as provided in the
Agreement and in this Release;


 


(b)                                 That he has signed
this Release voluntarily and knowingly in exchange for the consideration
described herein, which he acknowledges is adequate and satisfactory to him and
which he acknowledges is in addition to any other benefits to which he is
otherwise entitled;


 


(c)                                  That he has been and
is hereby advised in writing to consult with an attorney prior to signing this
Release;


 


(d)                                 That he does not waive
rights or claims that may arise after the date this Release is executed;


 


(e)                                  That he has been
informed that he has the right to consider this Release and Waiver of Claims
for a period of 21 days from receipt, and he has signed on the date indicated
below after concluding that this Release and Waiver of Claims is satisfactory
to him; and


 


(f)                                    That neither the
Company, nor any of its directors, employees, or attorneys, has made any
representations to him concerning the terms or effects of this Release and
Waiver of Claims other than those contained herein.


 


(g)                                 That he has not filed,
and will not hereafter file, any claim against the Company relating to his
employment and/or cessation of employment with the Company, or otherwise
involving facts that occurred on or prior to the date that Executive has signed
this Release and Waiver of Claims, other than a claim that the Company has
failed to pay Executive the Severance Payments or benefits due under any
employee benefit plan of the Company in which Executive is a participant.


 


2





















 


(h)                                 That if he commences,
continues, joins in, or in any other manner attempts to assert any claim
released herein against the Company, or otherwise violates the terms of this
Release and Waiver of Claims, (i) the Executive will cease to have any
further rights to Severance Payments from the Company, and (ii) the
Executive shall be required to return any Severance Payments made to the
Executive by the Company (together with interest thereon).


 


(i)                                     Executive
acknowledges that he may later discover facts different from or in addition to
those which he knows or believes to be true now, and he agrees that, in such
event, this Release and Waiver of Claims shall nevertheless remain effective in
all respects, notwithstanding such different or additional facts or the
discovery of those facts.


 


5.                                       This Release and Waiver of Claims may not be
introduced in any legal or administrative proceeding, or other similar forum,
except one concerning a breach of this Release and Waiver of Claims.


 


6.                                       This Release and Waiver of Claims and the Agreement
constitute the complete understanding between Executive and the Company
concerning the subject matter hereof.  No
other promises or agreements will be binding unless signed by Executive and the
Company.


 


7.                                       In the event that any provision or portion of this
Release and Waiver of Claims shall be determined to be invalid or unenforceable
for any reason, the remaining provisions or portions of this Release and Waiver
of Claims shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.


 


8.                                       The respective rights and obligations of the
parties hereunder shall survive termination of this Release and Waiver of
Claims to the extent necessary for the intended preservation of such rights and
obligations.


 


9.                                       This Release and Waiver of Claims shall be
governed by and construed and interpreted in accordance with the laws of the
State of Delaware without reference to the principles of conflict of law.


 


10.                                 Executive also understands that he has the right
to revoke this Release and Waiver of Claims within 7 days after execution, and
that this Release and Waiver of Claims will not become effective or enforceable
until the revocation period has expired, by giving written notice to the
following:


 


Republic
Property Trust

1280 Maryland Avenue, Suite 280


Washington,
D.C. 20024


Attn: Chief
Executive Officer

Facsimile: (202) 863-4049


 


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IN WITNESS
WHEREOF, and intending to be legally bound hereby, the parties execute the foregoing
Release and Waiver of Claims:


 


	
   

  	
   

  
	
   

  	
  Gary R.
  Siegel

  



 


4