Exhibit 10.8


 


October 17, 2005


 


Michael J.
Lafitte


3124 Hanover


Dallas,
Texas  75225


 


Re:          Employment Agreement


 


Dear Michael:


 


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


 


1.             Employment Period.  Subject to the terms and provisions of this
Agreement, we agree to continue to employ you, and you agree to continue to be
employed by us, for a period (the “Employment Period”) commencing on the
date hereof and expiring December 31, 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
initially as President of Global Services of the Company and from time to time
will serve in such other positions as the Board of Directors of the Company
(the “Board”) may from time to time determine.  In so doing, you will have such powers and
duties (including holding officer positions with one or more Subsidiaries of
the Company) as may be assigned from time to time by the Board.  During the Employment Period, you will devote
your full business time, energy, and best efforts to the business and affairs
of the Company.  You agree not to engage,
directly or indirectly, in any other business, investment, or activity that
interferes with your performance of your duties under this Agreement, is
contrary to the interests of the Company or requires any portion of your
business time, provided, however, that (i) you may serve on the board of
directors (or similar governing body) of one public company if the Board has
provided prior approval for such service, and (ii) unless it would
unreasonably interfere with your performance of your duties to the Company, you
may serve on the board of directors (or similar governing body) of no more than
one
other


 





















 


organization
that does not directly or indirectly conduct a Competing Business (as defined
herein), in each case which boards shall be in addition to the boards of
directors (or similar governing bodies) on which you serve at the request of
the Company.   The location of your
principal work office will be Dallas, Texas. 
“Subsidiary” means any entity 50% or more of the voting
securities of which are owned, directly or indirectly, by the Company.


 


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


 


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


 


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3.             Termination of Employment.


 


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


 


(b)           Disability.  If your Disability occurs, we may give you a
written Notice of Termination (herein so called), and your employment will
terminate effective 30 days later if you have not returned to perform, with or
without reasonable accommodation, the essential functions of your position on a
full-time basis.  “Disability”
means your inability, due to physical or mental incapacity or impairment, to
perform the material duties of your position(s)
with the Company for any period of more than 120 consecutive days, or for more
than 180 days, regardless of how consecutively they occur, during any 360-day
period.


 


(c)           Termination by Us.  We may terminate your employment hereunder at
any time (A), subject to

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


 


(d)           Resignation
by You.  You may terminate
your employment hereunder at any time (i) subject to

Section 6(a), for Good Reason or (ii) without Good
Reason.  Prior to a Change in Control and
following the second anniversary of such Change in Control, “Good Reason”
means (A) any material diminution (considering all previous diminutions
during the Employment Period in the aggregate, including all previous
diminutions during the Employment Period which are not material when considered
separately) in your position, authority, powers, functions, duties or
responsibilities; provided, however, that Good Reason may not be asserted by
you under this clause (A) after a Non-Renewal Notice has been given; (B) the
relocation or transfer of your principal office to a location more than 50
miles from your regular work address as of the date hereof without your
consent; (C) any reduction in
your Annual Base Salary to an amount that is less than 90% of the highest
Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual
Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the
receipt by you of Awards (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 Award of 57,500 stock options received by certain members of
the Executive Officer Committee in calendar year 2002, unless either (1)


 


3





















 


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 (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 Award of 57,500 stock options received by certain members of
the Executive Officer Committee in calendar year 2002, unless either (1) such
adverse differences are in the same manner and to the same proportional extent
as the average (mean) changes made to the Awards (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


 


4





















 


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 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


 


5





















 


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), 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


 


6





















 


occurs, and (ii) the other compensation
and benefits described in Section 4(b) upon the effectiveness
of such Non-Renewal.


 


(f)            Agreement
Not to Terminate. 
We agree that, notwithstanding any provision to the contrary contained
in this Employment Agreement, we shall not have the right to terminate your
employment, other than for Cause, for a period of time commencing on the date
of this Agreement and ending on the 180th day following the date of this
Agreement.


 


4.             Compensation Upon Termination Prior to a Change in Control
and After the Second Anniversary of such Change in Control.  Prior to a Change in Control and after the
second anniversary of such Change in Control, conditioned on the effectiveness
of a Release signed by you or your legal representative, you will be entitled
to the following compensation from the Company upon the termination of your
employment, which is in lieu of any other severance pay or employment benefits
to which you might otherwise be entitled (whether contractual, under a
severance plan, the WARN Act, any other applicable law, or otherwise):


 


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


 


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

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


 


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


 


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


 


8





















 


following the second (2nd) anniversary of the date of termination, at
the active employee cost payable by you with respect to those costs paid by you
prior to your termination; provided, however, that this coverage will count
towards the depletion of any continued health care coverage rights that you and
your dependents may have pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”); provided further,
however, that you or your dependents’ rights to continued health care coverage
pursuant to this Section will terminate at the time you or your dependents
become covered, as described in COBRA, under another group health plan, and
will also terminate as of the date the Company ceases to provide coverage to
its senior executives generally under any such Health Plan; and


 


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


 


Notwithstanding the provisions of any plan or agreement
governing such an Award, the Company also will continue to vest all of your
outstanding Awards that would have otherwise vested during the eighteen (18)
month period beginning on the date of termination and such Awards will continue
to vest and, if applicable, be exercisable during such eighteen (18) month
period; provided, that nothing set forth herein shall result in an extension of
the term of any Award beyond the term
of the Award that would be applicable absent any termination of your employment;
provided further, however, that, in the case of a termination of your
employment pursuant to this Section 4(c), if the terms of the plan
or agreement governing such Award are more favorable to you as to vesting or
exercisability than the terms of this paragraph, then the more favorable
term(s) of such Award agreement or plan (in lieu of the corresponding less
favorable term(s) in this paragraph) shall govern the vesting or
exercisability, as the case may be, of such Award upon your termination. “Award”
means any option to acquire common stock, restricted stock award, stock
appreciation right or similar equity-based award granted under the Trammell
Crow Long-Term Incentive Plan or any other option or equity-based incentive
plan sponsored by the Company.  Except as
described in this Section 4(c), in
the event of your termination by us without Cause or by you for Good Reason,
you will forfeit all rights to any other compensation.


 


(d)           As used in
this Agreement:


 


(i)            “Change in Control” has
the meaning given such term in the Trammell Crow Long-Term Incentive Plan (as
such plan is in effect on the date of this Agreement, the “LTIP”); provided,
however, that the occurrence of a Rule 13e-3 transaction (within the
meaning of Rule 13e-3 promulgated under the Securities Exchange Act of
1934 or any similar successor rule thereto) that has been approved by the
Board and subsequent to which you are part of a group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 or any similar successor rule thereto)
that owns more than 50%, respectively, of the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the Company will not
be deemed to be a Change in Control; provided, further, if, prior to any Change
in Control,


 


9





















 


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
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.


 


(iii)          No
Duplication.  If prior to
any Change of Control, (A) you terminate your employment for Good Reason
or (B) you are terminated by the Company without Cause, and in either
case, the date of the Change of in Control that occurs within 180 days after
such termination is deemed to occur on the date of your termination as provided
in the definition of “Change of Control” in Section 4(d)(i), then
any severance pay or employment benefits (whether contractual, under a
severance plan, the WARN Act, any other applicable law, or otherwise) received


 


10





















 


by you in
connection with your termination shall reduce the severance pay and other
employment benefits you become entitled to receive pursuant to this Section 4.


 


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


 


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


 


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


 


(c)           Without Cause; Resignation for Good Reason; Non-Renewal
Election by Company. 
If your employment is terminated by the Company without Cause or due to
a Non-Renewal election made by the Company as provided in

Section 3(e)(ii) or by you for Good Reason (taking into
account in each such case the definition of Change in Control), then, in lieu
of any other severance pay or benefits, and conditioned on the effectiveness of
a Release signed by you, the Company will pay or provide to you:


 


11





















 


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


 


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


 


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


 


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


 


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


 


12





















 


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


 


Notwithstanding
the provisions of any plan or agreement governing such an Award and without
limiting

Section 2(c), (A) the Company will also continue to vest all
of your outstanding Awards granted on or after a Change in Control that would
have otherwise vested during the eighteen (18) month period beginning on the
date of termination and such Awards will continue to vest and, if applicable,
be exercisable during such eighteen (18) month period and (B) all of your
outstanding Awards that are vested immediately prior to the date of termination
shall be exercisable during the eighteen (18) month period beginning on the
date of termination; provided, however, that nothing set forth herein shall
result in an extension of the term of any Award beyond the term of the Award
that would be applicable absent any termination of your employment; provided,
further, however, that, in the case of a termination of your employment pursuant
to this Section 5(c), if the terms
of the plan or agreement governing such Award are more favorable to you as to
vesting or exercisability than the terms of this paragraph, then the more
favorable term(s) of such Award agreement or plan (in lieu of the corresponding
less

favorable term(s) in this paragraph) shall govern the vesting or
exercisability, as the case may be, of such Award upon your termination.  Except as described in this Section 5(c), in the event of your
termination by us without Cause or 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.


 


13





















 


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.


 


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


 


14





















 


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.  During the 180-day period commencing on the
date of this Agreement and ending on the 180th day following the date of this
Agreement, we will (a) disclose to you, or place you in a position to have
access to or develop, Confidential Information, (b) place you in a
position to develop business goodwill on behalf of the Company, and/or (c) disclose
or entrust business opportunities of the Company to you.  Confidential Information includes, to the
extent confidential and proprietary to the Company, sales materials, technical
information, processes and compilations of information, records, specifications
and information concerning customers, prospective customers or vendors,
customer and prospective customer lists, and information regarding methods of
doing business.  However, Confidential
Information does not include your general knowledge of and experience in the
real estate business or your personal and professional relationships and it
does not include information that (i) is obtained by you from a source
other than the Company or its affiliates who is not under a duty of
non-disclosure to the Company or such affiliate or (ii) is in the public
domain or is or becomes generally available to the public other than through
disclosure by you in violation of the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


15





















 


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


 


8.             Non-Competition; Non-Solicitation.


 


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


 


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


 


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


 


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


 


16





















 


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


 


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


 


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


 


(c)           As used in
this Agreement:


 


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


 


(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)


 


17





















 


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 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.


 


18





















 


10.          Successors; Binding Agreement.


 


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


 


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


 


11.          Miscellaneous.


 


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


 


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


 


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


 


19





















 


of this Agreement a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.


 


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


 


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


 


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


 


(g)           Entire Agreement.  The
provisions of this Agreement constitute the entire and complete understanding
and agreement between the parties with respect to the subject matter
hereof.  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 January 9,
2004, as amended by letter agreement effective as of April 6, 2004,
between you and the Company. 
Notwithstanding the foregoing, the Company and you acknowledge that the
Indemnification Agreement, dated August 27, 2002, by and between you and
the Company shall remain in full force and effect, without limitation of your
rights thereunder by the terms of this Agreement.


 


(h)           Arbitration.  Except as otherwise provided in Section 11(f),
in the event any claim, demand, cause of action, dispute, controversy or other
matter in question (“Claim”) arises out
of this Agreement (or its termination) or your employment (or termination of
employment) by the Company or its Subsidiaries, then, upon the written request
of you or us, such dispute or controversy will be submitted to binding
arbitration.  Any arbitration will be
conducted in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not
addressed by the FAA or the FAA does not apply, with the then-current National Rules for
the Resolution of Employment Disputes


 


20





















 


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.


 


(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.


 


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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/ Michael J. Lafitte

  	
   

  	
   

  
	
  Name: Michael J. Lafitte

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  3124 Hanover

  	
   

  
	
   

  	
  Dallas,
  Texas 75225

  	
   

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
											



 


22





















 


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

  	
   

  



 


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