Exhibit 10.9


 


October 17,
2005


 


 


William F. Concannon


3917 Greenbrier


Dallas, Texas  75225


 


Re:          Employment Agreement


 


Dear Bill:


 


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,
2007; provided, that on December 31, 2007 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
as Vice Chairman of the Company and from time to time will serve in such other
positions as the Board of Directors of the Company (the “Board”) may
from time to time determine.  In so
doing, you will have such powers and duties (including holding officer
positions with one or more Subsidiaries of the Company) as may be assigned from
time to time by the Board.  During the
Employment Period, you will devote your full business time, energy, and best
efforts to the business and affairs of the Company.  You agree not to engage, directly or
indirectly, in any other business, investment, or activity that interferes with
your performance of your duties under this Agreement, is contrary to the
interests of the Company or requires any portion of your business time,
provided, however, that (i) you may serve on the board of directors (or
similar governing body) of one public company other than the 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 Board is aware that you currently serve
as a director of Charles River Associates Incorporated and also, at our request
and direction, as a director of Savills PLC, both of which previously have been
approved by the Board and may be continued notwithstanding the limitation
contained in clause (i) of the immediately preceding sentence. The
location of your principal work office will be Dallas, Texas.  “Subsidiary” means any entity 50% or
more of the voting securities of which are owned, directly or indirectly, by
the Company.


 


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


 


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


 


3.             Termination of Employment.


 


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


 


2





















 


(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 or on
the basis that your term as a director of the Company expired and you were not
nominated for election to the Board in 2006 or at any time thereafter; (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 (excluding Non-Performance
Awards) in any calendar year that differ (as to number, terms or type of
Awards), in a manner adverse to you, from the Awards (excluding Non-Performance
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 (excluding Non-Performance
Awards) received by all other members of the Executive Officer Committee
(excluding the Chief Executive Officer of the Company) in such calendar year
(for purposes of this clause (1), any member of the Executive Officer Committee
in such calendar year who was not a member of the Executive Officer Committee
in calendar year 2002 shall be deemed to have received an Award of 57,500 stock
options in calendar year 2002) 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


 


3





















 


performance as compared to other members of the Executive Officer
Committee (excluding the Chief Executive Officer of the Company); 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 (excluding Non-Performance Awards) in any calendar
year that differ (as to number, terms or type of Awards), in a manner adverse
to you, from the Awards (excluding Non-Performance 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 (excluding Non-Performance Awards) received by all other
members of the Executive Officer Committee (excluding the Chief Executive
Officer of the Company) in such calendar year (for purposes of this clause (1),
any member of the Executive Officer Committee in such calendar year who was not
a member of the Executive Officer Committee in calendar year 2002 shall be
deemed to have received an Award of 57,500 stock options in calendar year 2002)
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
(excluding the Chief Executive Officer of the Company); 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 (excluding


 


4





















 


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


 


(iv)          “Non-Performance Awards” means, for
any calendar year and for each type of Award granted during such year, Awards
of such type received by members of the Executive Officer Committee that are
granted to such members primarily in recognition of promotions (as to position,
authority, powers, functions, duties or responsibilities) or in recognition of
becoming a member of the Executive Officer Committee.


 


(v)           “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 (excluding any
member of the Executive Officer Committee who receives Non-Performance Awards)
in such calendar year and who receives a number of Awards of such type
(excluding Non-Performance Awards) 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.


 


(vi)          “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 (excluding Non-Performance Awards)
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
(excluding members of the Executive Officer Committee who receive
Non-Performance Awards) in such calendar year.


 


(vii)         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),


 


5





















 


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).


 


(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 and where
indicated below, your written resignation from the Board 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 shall be in lieu of
any other severance pay or employment benefits to which you might otherwise be
entitled (whether contractual, under a severance plan, the WARN Act, any other
applicable law, or otherwise):


 


(a)           Death or Disability.  If
your employment is terminated by reason of your death or Disability, the
Company will pay you or your legal representative, as applicable, (A) in a
cash lump sum within thirty (30) days after the effective date of the Release
and your resignation from the Board pursuant to Section 6(e), the
following amounts:  (1) the sum of
your unpaid Annual Base Salary through the date of termination and any
compensation previously deferred by you (together with any accrued interest or
earnings thereon) (“Accrued Obligations”); and (2) the amount of any
unpaid Annual Bonus that was awarded to you prior to the date of termination; (B) any
amounts arising from your participation in any Investment Plan


 


6





















 


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


 


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

Section 4(b) or in Section 3(e), if applicable, in
the event of your termination by the Company for Cause or due to your
resignation without Good Reason or a Non-Renewal election by us or you, you
will forfeit all rights to any other compensation.


 


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


 


(i)            a cash lump sum within thirty (30) days after
the effective date of the Release and your resignation from the Board pursuant
to Section 6(e) 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


 


7





















 


Section 3(d)),
multiplied by the amount of your Annual Base Salary for the calendar year in
which your employment is terminated (or the highest Annual Base Salary to which
you were entitled during the twelve months immediately preceding the date of
termination if you resign for Good Reason as defined in the first clause (C) of
Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was
awarded to you prior to the date of termination;


 


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


 


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


 


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


 


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


 


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


 


8





















 


restricted stock award, stock appreciation right or similar
equity-based award granted under the Trammell Crow Long-Term Incentive Plan or
any other option or equity-based incentive plan sponsored by the Company.  Except as described in this Section 4(c),
in the event of your termination by us without Cause or by you for Good Reason,
you will forfeit all rights to any other compensation.


 


(d)           As used in this Agreement:


 


(i)            “Change in Control” has the meaning
given such term in the Trammell Crow Long-Term Incentive Plan (as such plan is
in effect on the date of this Agreement, the “LTIP”); provided, however,
that the occurrence of a Rule 13e-3 transaction (within the meaning of Rule 13e-3
promulgated under the Securities Exchange Act of 1934 or any similar successor rule thereto)
that has been approved by the Board and subsequent to which you are part of a
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 or any similar successor rule thereto) that
owns more than 50%, respectively, of the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the Company will not
be deemed to be a Change in Control; provided, further, if, prior to any Change
in Control, you terminate your employment for Good Reason or your employment is
terminated by the Company without Cause 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


 


9





















 


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 and, where indicated below, your resignation
from the Board signed by you or your legal representative, you will be entitled
to the following compensation from the Company upon termination of your
employment (including a termination resulting from the delivery of a
Non-Renewal Notice by the Company or you during such two-year period), which shall
be in lieu of any other severance pay or employment benefits to which you might
otherwise be entitled (whether contractual, under a severance plan, the WARN
Act, any other applicable law, or otherwise):


 


(a)           Death or Disability.  If
your employment is terminated by reason of your death or Disability, the
Company will pay you or your legal representative, as applicable, (A) in a
cash lump sum within thirty (30) days after the effective date of the Release
and your resignation from the Board pursuant to Section 6(e), the
following amounts:  (1) the Accrued
Obligations; and (2) the amount of any unpaid Annual Bonus that was
awarded to you prior to the date of termination; (B) the Accrued
Investments, which amounts will be payable in accordance with the terms and
conditions of the Investment Plans; (C) the Accrued Welfare Benefits,
which amounts will be payable in accordance with the terms and conditions of
the Welfare Plans; and (D) an amount equal to your Pro Rata Bonus, which
will be paid at such time as the Company pays its other members of the
Executive Officer Committee their annual cash incentive bonuses with respect to
the calendar year in which termination of your employment occurs.  Except as described in this Section 5(a),
in the event of your termination by reason of your death or Disability, you and
your legal representatives, as applicable, will forfeit all rights to any other
compensation.


 


(b)           For Cause; Resignation by You Without Good
Reason.  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.


 


10





















 


(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 and your resignation from the Board 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 and your resignation from the Board pursuant
to Section 6(e) equal to the aggregate of the following
amounts:  (A) the Accrued
Obligations; (B) an amount equal to two and one half (2.5) multiplied by
the sum of (x) the highest Annual Base Salary to which you were entitled during
the twelve months immediately preceding the date of termination, and (y) the
sum of (i) one-half of your average (mean) Annual Bonus awarded to you for
the three years preceding termination (or the three years preceding the year to
which the Annual Bonus in question relates if you resign for Good Reason as
defined in the second clause (C)(ii) of Section 3(d)), plus (ii) one-half
of the product of your current Annual Bonus Target (or your Annual Bonus Target
for the immediately preceding year if you resign for Good Reason as defined in
the second clause (C)(i) of Section 3(d)), multiplied by the
amount of your Annual Base Salary for the calendar year in which your
employment is terminated (or the highest Annual Base Salary to which you were
entitled during the twelve months immediately preceding the date of termination
if you resign for Good Reason as defined in the second clause (B) of Section 3(d));
and (C) the amount of any unpaid Annual Bonus that was awarded to you
prior to the date of termination; provided, however, that if the Company fails
to make such lump sum payment when due and such failure continues for ten (10) days
following notice of nonpayment to the Company, the amount of the payment the
Company is obligated to make pursuant to this Section 5(c)(i) shall
automatically be increased by twenty-five percent (25%);


 


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


 


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


 


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


 


11





















 


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 and
your resignation from the Board pursuant to Section 6(e).


 


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


 


12





















 


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”)
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.


 


(e)           Resignation from the Board.  In
connection with any termination of your employment with the Company, whether by
you or the Company and whether during or after the Employment Period, you agree
to resign from the Board and the boards of directors (or similar governing
bodies) of our subsidiaries in writing, effective immediately after your
receipt of any oral or written request from the Chairman of the Board of the
Company for such resignation.


 


13





















 


7.             Confidential Information.


 


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


 


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


 


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


 


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


 


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


 


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


 


14





















 


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.


 


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


 


15





















 


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 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


 


16





















 


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 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


 


17





















 


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
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


 


18





















 


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.  Specifically, you and the Company hereby
agree that this Agreement amends, restates and supercedes in its entirety that
certain employment letter agreement effective as of April 6, 2004, as
amended, between you and the Company. 
Notwithstanding the foregoing, the Company and you acknowledge that the
Indemnification Agreement, dated August 21, 1997, 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.


 


(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.


 


19





















 


(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.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


20





















 


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 the date first written above.


 


	
   

  	
  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/ William F. Concannon

  	
   

  	
   

  
	
  Name: William F. Concannon

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  3917 Greenbrier

  	
   

  
	
   

  	
  Dallas, Texas 75225

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
											



 





















 


EXHIBIT A


 


AGREEMENT AND MUTUAL RELEASE


 


This Agreement and Mutual
Release (this “Agreement”), dated as of                              ,
                     ,
is entered into between                                              (“Executive”)
and Trammell Crow Company, a Delaware corporation (the “Company”), pursuant to
the terms of that certain Employment Agreement, dated                                 ,
2003 (the “Employment Agreement”), by and between Executive and the
Company.  Pursuant to Section 6(d) of
the Employment Agreement, Executive agreed that in consideration for receiving
any of the severance benefits identified therein, that Executive would execute
and deliver this Agreement to the Company. 
Any capitalized term used herein and not otherwise defined shall have
the meaning given such term in the Employment Agreement.


 


1.             Definitions.


 


a.             “Claims” means any and all claims,
complaints, charges, demands, liabilities, suits, damages, losses, expenses,
attorneys’ fees, obligations or causes of action.


 


b.             “Company Parties” means the Company and its
predecessors, successors, assigns, parents, Subsidiaries and affiliates and
each of the foregoing entities’ respective past, present and future
shareholders, members, partners, managers, directors, officers, employees,
agents, representatives, principals, insurers, attorneys, employee benefit
programs (and the trustees, administrators, fiduciaries and insurers of such
programs), and any Person acting by, through, under or in concert with any of
the foregoing entities).


 


c.             “Executive Parties” means Executive and his
family, attorneys, heirs, estate, agents, executors, representatives,
administrators and each of their respective successors and assigns.


 


2.             Executive’s General Release and Covenant Not
to Sue.


 


a.             Executive, on behalf of himself and each of
the other Executive Parties, hereby generally releases and forever discharges
the Company Parties from any and all Claims, known or unknown, of any kind and
every nature whatsoever, and whether or not accrued or matured, which any of
them may have, arising out of or relating to any transaction, dealing,
relationship, conduct, act or omission, or any other matters or things
occurring or existing at any time prior to and including the date of
termination of Executive’s employment with the Company (including but not
limited to any Claims against any of the Company Parties based on, relating to
or arising under wrongful discharge, retaliation, breach of contract (whether
oral or written), tort, fraud, defamation, slander, breach of privacy,
violation of public policy, negligence, promissory estoppel, Title VII of the
Civil Rights Act of 1964, The Age Discrimination in Employment Act, The
Americans with Disabilities Act, the Employee Retirement Income Security Act of
1974, or any other federal, state or local law relating to employment (or
unemployment), the payment of wages, salary or other compensation, civil or
human rights, or discrimination in employment (based on age or any other
factor)) in all cases arising out of or relating to Executive’s employment by
the Company or any Subsidiary thereof or Executive’s investment in the


 





















 


Company or any Subsidiary thereof or his services as an officer or
employee of the Company or any Subsidiary thereof, or otherwise relating to the
termination of such employment or services; provided, however, that this
release will not limit or release (i) Executive’s rights under this
Agreement or Executive’s rights under the Employment Agreement that survive the
date of termination of Executive’s employment with the Company, (ii) Executive’s
rights to indemnification from any Company Party in respect of his services as
a director, officer or employee of a Company Party (or of any entity for which Executive
has served in any such capacity or a similar capacity at the request of the
Company) as provided by law, any indemnification agreements to which Executive
and any Company Party are parties, or the certificates of incorporation or
bylaws (or like constitutive documents) of any Company Party, (iii) subject
to the terms of the Employment Agreement, Executive’s rights under any
Investment Plan or any agreement entered into to evidence rights granted
pursuant to an Investment Plan, (iv) Executive’s entitlement, if any, to
continued medical and dental insurance coverage under and pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, (v) any rights of
Executive under any Welfare Plan, or (vi) [insert any other exception to Executive’s general release of Claims
against the Company Parties pursuant hereto to which Executive and the Company
may mutually agree].


 


b.             Executive, on behalf of himself and each of
the other Executive Parties, hereby covenants forever not to assert, file,
prosecute, commence, institute (or sponsor or purposely facilitate any person
in connection with the foregoing), any complaint or lawsuit or any legal,
equitable, arbitral or administrative proceeding of any nature, against any of
the Company Parties in connection with any released Claims, and represents and
warrants that no other person or entity has initiated or, to the extent within
his control, will initiate any such proceeding on his behalf, and that if such
a proceeding is initiated, Executive shall accept no benefit therefrom.


 


3.             Company’s General Release and Covenant Not to
Sue.


 


a.             The Company, on its own behalf and on behalf
of the other Company Parties, hereby generally releases and forever discharges
the Executive Parties from any and all Claims, known or unknown, of any kind
and every nature whatsoever, and whether or not accrued or matured, which any
of them may have, arising out of or relating to any transaction, dealing,
relationship, conduct, act or omission, or any other matters or things occurring
or existing at any time prior to and including the date of termination of
Executive’s employment with the Company (including but not limited to any
Claims based on, relating to or arising under breach of contract (whether oral
or written), tort, fraud, defamation, slander, violation of public policy,
negligence, promissory estoppel, or any other federal, state or local law
relating to employment or discrimination in employment) in all cases arising
out of or relating to Executive’s employment by the Company or any Subsidiary
thereof or Executive’s investment in the Company or any Subsidiary thereof or
his services as a director, officer or employee of any Company Party (or of any
entity for which Executive has served in any such capacity or a similar capacity
at the request of the Company), or otherwise relating to the termination of
such employment or services; provided, however, that this release will not
limit or release (i) the Company’s rights under this Agreement or the
Company’s rights under the Employment Agreement that survive the date of
termination of Executive’s employment with the Company, (ii) the Company’s
rights against Executive with respect to any breach of fiduciary or other legal


 


2





















 


duties as a director or officer, any fraudulent or criminal activity or
any action or conduct that would constitute Cause under the Employment
Agreement (other than an action that would constitute Cause only under clause (i) of
the definition thereof), (iii) the Company’s rights under any Investment
Plan or any agreement entered into to evidence rights granted pursuant to an
Investment Plan [,or (iv) insert any
other exception to the Company’s general release of Claims against the
Executive Parties pursuant hereto to which the Company and Executive may
mutually agree].


 


b.             The Company, on behalf of itself and the
other Company Parties, hereby covenants forever not to assert, file, prosecute,
commence, institute (or sponsor or purposely facilitate any person in connection
with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral
or administrative proceeding of any nature, against any of the Executive
Parties in connection with any released Claims, and represents and warrants
that no other person or entity has initiated or to the extent within its
control, will initiate any such proceeding on its behalf, and that if such a
proceeding is initiated, the Company and the other Company Parties shall accept
no benefit therefrom.


 


4.             Acknowledgments.  Executive
acknowledges that, by entering into this Agreement, the Company does not admit
to any wrongdoing in connection with Executive’s employment, and that this
Agreement is intended as a compromise of any Claims that any Executive Party
has or may have against the Company Parties. 
Executive acknowledges that he has read and understands this Agreement,
is fully aware of its legal effect, has not acted in reliance upon any
representations or promises made by the Company other than those contained in
writing herein, and has entered into this Agreement freely based on Executive’s
own judgment.  Executive has been advised
by the Company to consult with an attorney of Executive’s choosing before
signing this Agreement.  Executive
understands that he has [21][45] days to consider this Agreement, which
Executive agrees is a reasonable amount of time.  In addition, Executive understands that he
may revoke this Agreement within 7 days after Executive has signed it by
written notice to the Company given in accordance with Section 11(b) of
the Employment Agreement.  This Agreement
shall not become effective or enforceable until the 7-day revocation period has
expired without Executive’s revocation. 
Executive acknowledges that if Executive accepts any of the severance
benefits identified in the Employment Agreement after the expiration of the 7-day
period, such acceptance shall constitute an acknowledgment by Executive that
Executive did not revoke this Agreement during the 7-day period.


 


5.             Resignation.  Executive hereby resigns from
his positions as a director of the Company and each of its direct and indirect
subsidiaries, effective as of the date of termination of Executive’s employment
with the Company.


 


6.             Injunctive Relief.  The
parties hereto acknowledges that money damages would be both incalculable and
an insufficient remedy for a breach of this Agreement by either party hereto
and that any such breach would cause the nonbreaching party irreparable
harm.  Accordingly, each party hereto, in
addition to any other remedies at law or in equity it may have, shall be
entitled, without the requirement of posting of bond or other security, to
equitable relief, including injunctive relief and specific performance, in
connection with a breach of this Agreement by the other party.  If either party hereto files a pleading with
a court seeking


 


3





















 


immediate injunctive relief and this pleading is challenged by the
other party and the injunctive relief sought is not awarded, the party seeking
injunctive relief shall pay all of the costs and attorneys’ fees of the other
party.


 


7.             Severability.  If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws, such provision shall be fully severable; this
Agreement shall 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 shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such illegal, invalid
or unenforceable provision there shall 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.


 


8.             Attorney’s Fees. 
Executive agrees to pay the reasonable attorney’s fees, costs and any
damages any Company Party may incur as a result of Executive breaching a
promise Executive made in this Agreement (such as by suing a Company Party over
a released Claim) or if any representation Executive made in this Agreement is
false.  The Company agrees to pay the
reasonable attorney’s fees, costs and any damages any Executive Party may incur
as a result of the Company breaching a promise the Company made in this
Agreement (such as by suing an Executive Party over a released Claim) or if any
representation the Company made in this Agreement is false.


 


9.             Counterparts.  This
Agreement may be executed in any number of counterparts, each of which will be
an original, but all of which together shall constitute one and the same
instrument.  Any counterpart of this
Agreement that has attached to it separate signature pages which together
contain the signature of all parties hereto shall for all purposes be deemed a
fully executed original.  Facsimile
signatures shall constitute original signatures.


 


10.           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.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement effective as of the date and year first
above written.


 


	
   

  	
   

  	
   

  	
   

  
	
  [INSERT EXECUTIVE’S FULL
  NAME]

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  For Trammell Crow Company

  	
   

  	
  Date

  	
   

  



 


4