**EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (this “**Agreement**”), effective as of the Effective Date (as defined below), isentered into by and among Thomas Properties Group, Inc., a Delaware corporation (“**TPG**”), Thomas Properties Group, LP., a Maryland limited partnership (the “**Operating Partnership**”) and Randall L. Scott (the“**Executive**”). 

 

WHEREAS, TPG and the OperatingPartnership (collectively, the “**Company**”) desire to employ the Executive and to enter into an agreement embodying the terms of such employment; and 

 

WHEREAS, the Executive desires to accept employment with the Company, subject to the terms and conditions of this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 

 

1. Employment Period. Subject to the provisions for earliertermination hereinafter provided, the Executive’s employment hereunder shall be for a term (the “**Employment Period**”) commencing on the Effective Date and ending on the third anniversary of the Effective Date (the“**Initial Termination Date**”); provided, however, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the initial TerminationDate, unless either the Executive or the Company elects not to so extend the term of the Agreement by notifying the other party, in writing, of such election not less than sixty (60) days prior to the last day of the term as then in effect. Forpurposes of this Agreement, “**Effective Date**” shall mean the date of the closing of the initial public offering of shares of TPG’s common stock. 

 

2. Terms of Employment. 

 

(a) Position and Duties. 

 

(i) During the Employment Period, the Executive shall serve as Executive Vice President of TPG and the Operating Partnership and shall perform suchemployment duties as are usual and customary for such positions. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the eventthat the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in theevent the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner asa result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. 

 

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees todevote substantially all of his business time, energy, skill and best efforts to the performance of his 

 

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duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company.Notwithstanding the foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) deliver lectures, fulfill speaking engagements or teach at educational institutions or (B) manage his personalinvestments, so long as such activities do not interfere with the performance of the Executive’s responsibilities as an executive officer of the Company. It is expressly understood and agreed that to the extent that any such activities havebeen conducted by the Executive prior to the Effective Date and fully disclosed in writing and agreed to by the Company in writing, the continued conduct of such activities subsequent to the Effective Date shall not thereafter be deemed to interferewith the performance of the Executive’s responsibilities to the Company; provided that no such activity shall be permitted that violates any written non-competition agreement between the parties or prevents the Executive from devotingsubstantially all of his business time to the fulfillment of his duties hereunder. 

 

(iii) The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Company and which may be of benefit to the Company unless all material factsregarding such opportunity are promptly reported by the Executive to the Board of Directors of TPG (the “**Board**”) for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and toapprove the Executive’s participation therein. 

 

(b)Compensation. 

 

(i) Base Salary. During theEmployment Period, the Executive shall receive a base salary (the “**Base Salary**”) of $235,000 per annum, as the same may be increased thereafter (or thereafter decreased, but not below the initial Base Salary). The Base Salary shallbe paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Base Salary shall be reviewed at least annually for possible increase (or decrease, not below the initial Base Salary) in theCompany’s sole discretion, as determined by the Company’s compensation committee. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The term “Base Salary”as utilized in this Agreement shall refer to Base Salary as so adjusted. 

 

(ii) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to earn, for each fiscal year of the Company ending during the Employment Period, an annual cash performance bonus (an“**Annual Bonus**”). The amount of the Annual Bonus and the target performance goals applicable to the Annual Bonus shall be determined in accordance with the terms and conditions of said bonus plan as in effect from time to time;provided that the target for the first Annual Bonus shall be 75% of Base Salary). The terms and conditions of any such bonus plan shall be determined by the Company’s compensation committee in its sole discretion. 

 

(iii) Restricted Incentive Unit Award. Subject to adoption by theBoard and approval by TPG’s stockholders of the Company’s incentive award plan (the “**Incentive Plan**”), the Operating Partnership shall, as of the Effective Date, grant the Executive Sixteen Thousand Six Hundred Sixty-Seven(16,667) restricted incentive units in the Operating 

 

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Partnership (“**Restricted Incentive Units**”). Said number of Units shall not change notwithstanding thatthe actual initial public offering price of a share of TPG’s common stock may be higher or lower than $15.00 per share. Subject to the Executive’s continued employment with the Company, said Units granted to the Executive shall vest on thethird anniversary of the Effective Date; provided that such vesting may occur on the second anniversary of the Effective Date if the Company meets its performance targets established by the Company’s compensation committee in its solediscretion. 

 

(iv) Incentive Vesting Restricted UnitAward. Subject to adoption by the Board and approval by TPG’s stockholders of the Incentive Plan, the Operating Partnership shall, as of the Effective Date, grant the Executive, subject to the Executive’s continued employment with theCompany, an additional number of Restricted Incentive Units in the Operating Partnership equal to 233,334, in which the Executive shall vest one-third (1/3) on each of the first, second and third anniversaries of the Effective Date (subject to theExecutive’s continued employment with the Company). 

 

(v)Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be eligible to participate in all other incentive plans, policies and programs, and all savings and retirement plans, policies and programs, in eachcase that are applicable generally to senior executives of the Company. 

 

(vi) Welfare Benefit Plans. During the Employment Period, the Executive and the Executive’s eligible family members shall be eligible for participation in the welfare benefit plans, practices, policies andprograms (including, if applicable, medical, dental, disability, employee life, group life and accidental death insurance plans and programs) maintained by the Company for its senior executives. 

 

(vii) Expenses. During the Employment Period, the Executive shall beentitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to senior executives of the Company. 

 

(viii) Fringe Benefits. During the Employment Period, the Executiveshall be entitled to such fringe benefits and perquisites as are provided by the Company to its senior executives from time to time, in accordance with the policies, practices and procedures of the Company. 

 

(ix) Vacation. During the Employment Period, the Executive shall beentitled to paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to its senior executives. 

 

3. Termination of Employment: 

 

(a) Death. The Executive’s employment will terminate automatically upon the Executive’s death. 

 

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(b) Disability. To the extent consistent with federal and state law, Executive’s employmentmay be terminated if Executive suffers a Disability. For purposes of this Agreement, “**Disability**” means Executive’s inability by reason of physical or mental illness to fulfill his obligations hereunder for 60 consecutive daysor on a total of 120 days in any 12-month period which, in the reasonable opinion of an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative, rendersExecutive unable to perform the essential functions of his job, even after reasonable accommodations are made by the Company. The Company is not, however, required to make unreasonable accommodations for Executive or accommodations that would createan undue hardship on the Company. 

 

(c) Cause. TheCompany may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any one or more of the following events: 

 

(i) The Executive’s willful failure to perform or gross negligence inperforming his duties owed to the Company, after ten (10) days following a written notice is delivered to the Executive by the Board, which notice specifies such failure or negligence; 

 

(ii) The Executive’s commission of an act of fraud or dishonesty in the performance of his duties; 

 

(iii) The Executive’s conviction of, or entry by the Executive of aguilty or no contest plea to, any felony or any felony or misdemeanor involving moral turpitude; 

 

(iv) Any breach by the Executive of his fiduciary duty or duty of loyalty to the Company; or 

 

(v) The Executive’s material breach of any of the provisions of thisAgreement, which is not cured within ten (10) days following written notice thereof from the Company, or of the Non-Competition Agreement. 

 

In determining whether Cause exists to terminate the Executive, the Board shall consider whether any act or failure to act by the Executive was taken based either uponthe authority given pursuant to a duly adopted resolution of the Board or upon the written advice of counsel to the Company, in each case provided after full and correct disclosure to the Board or such counsel, as applicable, of all material factspertaining to the subject matter upon which such authority or advice was given. 

 

(d) Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “**Good Reason**” shallmean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully cures the circumstances constituting Good Reason (provided such circumstances are capable of cure) prior tothe Date of Termination (as defined below): 

 

(i) TheCompany’s reduction of the Executive’s annual base salary below the initial Base Salary; or 

 

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(ii) The Company’s failure to cure a material breach of its obligations under this Agreement withinfifteen (15) business days after written notice is delivered to the Board by the Executive which specifically identifies the manner in which the Executive believes that the Company has breached its obligations under the Agreement. 

 

(e) Notice of Termination. Any termination by the Company for Cause,or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other parties hereto given in accordance with Section 12(c) of this Agreement. For purposes of this Agreement, a “**Notice ofTermination**” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basisfor termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be notmore than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any rightof the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. 

 

(f) Date of Termination. “**Date of Termination**” means(i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein (which date shall not be more than 30 days afterthe giving of such notice), as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of suchtermination, (iii) if the Executive’s employment is terminated by the Executive without Good Reason, the Date of Termination shall be the thirtieth day after the date on which the Executive notifies the Company of such termination, unlessotherwise agreed by the Company and the Executive, and (iv) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death or Disability of the Executive, as the case may be.

 

4. Obligation of the Company Upon Termination. ****

 

(a) Without Cause or For Good Reason. If, during theEmployment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason: 

 

(i) The Executive shall be paid, in two lump sum payments (A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation paythrough the Date of Termination, and any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination 

 

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to the extent not previously paid (the “**Accrued Obligations**”), and (B) an amount (the “**SeveranceAmount**”) equal to two (2) (the “**Severance Multiple**”) times the sum of (x) the Base Salary in effect on the Date of Termination plus (y) either (1) the average Annual Bonus received by the Executive for the three completefiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date, or (2) if the Date of Termination occurs before the end of the first complete fiscal year afterthe Effective Date, the amount of the Pro-Rated Annual Bonus (defined below) for such partial fiscal year; provided, however, if less than one (1) year remains in the Employment Period after the Date of Termination, the Severance Multiple shallequal one (1); provided, further, that the Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; 

 

(ii) At the time when annual bonuses are paid to the Company’s othersenior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have beenentitled if the Executive’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days insuch fiscal year (a “**Pro-Rated Annual Bonus**”); 

 

(iii) For a period of one (1) year, the Company shall continue to provide the Executive and the Executive’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them ifthe Executive’s employment had not been terminated (or at the Company’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and iseligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(a)(iii) shall terminate and any such coverage shall be reported by the Executive to the Company; and

 

(iv) To the extent not theretofore paid or provided, theCompany shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, contract or agreementof the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “**Other Benefits**”) to which the Executive is a party. Notwithstanding the foregoing, it shall be a condition to theExecutive’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii) and (iii) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the formattached hereto as Exhibit A. 

 

(b) For Cause orWithout Good Reason. If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason during the Employment Period, the Company shall have no further obligations to the Executive under thisAgreement other than pursuant to Sections 7 and 8 hereof, and the obligation to pay to the Executive the Accrued Obligations when due under California law and to provide the Other Benefits. 

 

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(c) Death or Disability. If the Executive’s employment is terminated by reason of theExecutive’s death or Disability during the Employment Period: 

 

(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within 30 days of the Date of Termination; 

 

(ii) 100% of the Executive’s then current annual Base Salary, as in effect on the Date of Termination, shall be paidto the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash when due under California law; 

 

(iii) The Pro-Rated Annual Bonus shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, at the time whenannual bonuses are paid to the Company’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs; 

 

(iv) For a period of twelve months following the Date of Termination, the Executive and the Executive’s eligible family members shall continue to beprovided with group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated (or at the Company’s election, pay the applicable COBRA premium for suchcoverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section4(d)(iv) shall terminate, and any such coverage shall be reported by the Executive to the Company; and 

 

(v) The Other Benefits shall be paid or provided to the Executive’s estate or beneficiaries or to the Executive, as applicable, on a timely basis.

 

5. Termination Upon a Change in Control. If a Change inControl (as defined herein) occurs during the Employment Period and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one hundred eighty (180) days after the effectivedate of the Change in Control, then the Executive shall be entitled to the payments and benefits provided in Section 4(a), subject to the terms and conditions thereof. In addition, in the event of such a termination of the Executive’semployment, all outstanding stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company)shall become immediately vested and exercisable in full. For purposes of this Agreement, “**Change in Contro**l” shall mean the occurrence of any of the following events: 

 

(i) Any transaction, whether effected directly or indirectly, resulting in any “person” or “group” (asthose terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder) having “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to votegenerally in the election of directors (“voting securities”) of TPG that represent greater than 35*%*of the combined voting power of TPG’s then outstanding voting securities, other than 

 

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(A) any transaction or event resulting in the beneficial ownership of voting securitiesby a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by TPG or any person controlled by TPG or by any employee benefit plan (or related trust) sponsored or maintained by TPG orany person controlled by TPG, or 

 

(B) anytransaction or event resulting in the beneficial ownership of voting securities by TPG or a corporation owned, directly or indirectly, by the stockholders of TPG in substantially the same proportions as their ownership of the stock of TPG, or

 

(C) any transaction or event resulting inthe beneficial ownership of voting securities pursuant to a transaction described in clause (iii) below that would not be a Change in Control under clause (iii), or 

 

(D) the beneficial ownership of voting securities by James A. Thomas, or an Immediate Family Member orAffiliate thereof, each as defined in the Operating Partnership Agreement (collectively, the “**Thomas Affiliates**”), including without limitation, the initial issuance of shares and Partnership Units in the Operating Partnership, theconversion of Partnership Units to shares of TPG, and any additional Partnership Units and shares later received by the Thomas Affiliates; 

 

(ii) Individuals who, as of the Effective Date, constitute the Board (the “**Incumbent Board**”) cease for any reason to constitute at leasta majority of the Board; *provided, however,*that any individual becoming a director subsequent to the date hereof whose election by TPG’s stockholders, or nomination for election by the Board, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as aresult of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board; 

 

(iii) The consummation by TPG (whether directly involving TPG or indirectly involving TPG through one or moreintermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of TPG’s assets or (z) the acquisition of assets or stock of another entity, in each case,other than a transaction 

 

(A) which results inTPG’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of TPG or the person that, as a result of the transaction, controls,directly or indirectly, TPG or owns, directly or indirectly, all or substantially all of TPG’s assets or otherwise succeeds to the business of TPG (TPG or such person, the “**Successor Entity**”)) directly or indirectly, greaterthan 50*%*of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 

 

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(B) after which no person or group beneficially owns voting securities representinggreater than 50*%*of the combined voting power of the Successor Entity; *provided, however,*that no person or group shall be treated for purposes of this clause (B) as beneficially owning greater than 50% of combined voting power of theSuccessor Entity solely as a result of the voting power held in TPG prior to the consummation of the transaction; or 

 

(iv) the approval by TPG’s shareholders of a liquidation or dissolution of TPG. 

 

For purposes of clause (i) above, the calculation of voting power shall be made as if the date of the acquisition were arecord date for a vote of TPG’s shareholders, and for purposes of clause (iii) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of TPG’s shareholders.

 

6. Intentionally Omitted. 

 

7. Full Settlement. In no event shall the Executive be obligated toseek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as expressly provided, such amounts shall not be reduced whether or not theExecutive obtains other employment. If any party to this Agreement institutes any action, suit, counterclaim, appeal, arbitration or mediation for any relief against another party, declaratory or otherwise (collectively an“**Action**”), to enforce the terms hereof or to declare rights hereunder, then the Prevailing Party in such Action shall be entitled to recover from the other party all costs and expenses of the Action, including reasonableattorneys’ fees and costs (at the Prevailing Party’s attorneys’ then-prevailing rates) incurred in bringing and prosecuting or defending such Action and/or enforcing any judgment, order, ruling or award (collectively, a“**Decision**”) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in such Action shall containa specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such Decision. A court or arbitrator shall fix the amount of reasonable attorneys’ fees and costs upon the request of either party. Anyjudgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees and expert fees and costs incurred in enforcing, perfectingand executing such judgment. For the purposes of this paragraph, costs shall include, without limitation, in addition to Costs incurred in prosecution or defense of the underlying action, reasonable attorneys’ fees, costs, expenses and expertfees and costs incurred in the following: (a) postjudgement motions and collection actions; (b) contempt proceedings; (c) garnishment, levy, debtor and third party examinations; (d) discovery; (e) bankruptcy litigation; and (f) appeals of any orderor judgment. “**Prevailing Party**” within the meaning of this Section includes, without limitation, a party who agrees to dismiss an Action (excluding an Action instituted in contravention of the requirements of Paragraph 12(b)below) in consideration for the other party’s payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such party. 

 

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8. Certain Additional Payments by the Company. 

 

(a) Anything in this Agreement to the contrary notwithstanding and except asset forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the “**Excise Tax Gross-Up Payment**”) in an amount suchthat, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Taximposed upon the Excise Tax Gross-Up Payment, the Executive retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 8(a), if it shall bedetermined that the Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Excise Tax Gross-Up Payment shall be made to the Executive and theamounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing thepayments under Section 4(a)(i), unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes ofreducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Valueof all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section 8(a). The Company’s obligation to make Excise Tax Gross-Up Payments under this Section 8 shall not beconditioned upon the Executive’s termination of employment. 

 

(b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when an Excise Tax Gross-Up Payment is required, the amount of such Excise Tax Gross-Up Paymentand the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized accounting firm as may be selected by the Company and reasonably acceptable to the Executive (the “**Accounting Firm**”);provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide detailed supporting calculations both to theCompany and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely bythe Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by theAccounting Firm shall be binding upon the Company and the Executive, unless the Company obtains an opinion of outside legal counsel, based upon at least “substantial authority” within the meaning of Section 6662 of the Code, reaching adifferent determination, in which event such legal opinion shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 

 

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4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that ExciseTax Gross-Up Payments that will not have been made by the Company should have been made (the “**Underpayment**”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant toSection 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company toor for the benefit of the Executive. 

 

(c) The Executive shallnotify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Excise Tax Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior tothe expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies theExecutive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall: 

 

(i) give the Company any information reasonably requested by the Company relating to such claim, 

 

(ii) take such action in connection with contesting such claim as theCompany shall reasonably request in writing from time to-time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, 

 

(iii) cooperate with the Company in good faith in order effectively tocontest such claim, and 

 

(iv) permit the Company toparticipate in any proceedings relating to such claim; 

 

provided,however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such-contest, and shall indemnify and hold the Executive harmless, on an after-tax basis,for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall controlall proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may,at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the

 

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amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless,on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that anyextension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’scontrol of the contest shall be limited to issues with respect to which the Excise Tax Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the InternalRevenue Service or any other taxing authority. 

 

(d) If, afterthe receipt by the Executive of an Excise Tax Gross-Up Payment or an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Excise TaxGross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c), if applicable) promptly pay to the Company the amount of such refund (together withany interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled toany refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shallnot be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Excise Tax Gross-Up Payment required to be paid. 

 

(e) Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the InternalRevenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment, and the Executive hereby consents to such withholding. 

 

(f) Any other liability for unpaid or unwithheld Excise Taxes shall be borneexclusively by the Company, in accordance with Section 3403 of the Code. The foregoing sentence shall not in any manner relieve the Company of any of its obligations under this Employment Agreement. 

 

(g) Definitions. The following terms shall have the following meaningsfor purposes of this Section 8: 

 

(i) “**ExciseTax**” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax. 

 

(ii) “**Parachute Value**” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G ofthe Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

 

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(iii) A “**Payment**” shall mean any payment or distribution in the nature of compensation(within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise. 

 

(iv) The “**Safe Harbor Amount**” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section280G(b)(3) of the Code. 

 

(v) “**Value**” of aPayment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

 

9. Intentionally Omitted. 

 

10. Successors. 

 

(a) This Agreement is personal to the Executive and without the priorwritten consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

 

(b) This Agreement shall inure to the benefit of and bebinding upon the Company and its successors and assigns. 

 

11.Payment of Financial Obligations. The payment or provision to the Executive by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement shall be allocated to the Operating Partnership, TPG and, ifapplicable, any subsidiary and/or affiliate thereof in accordance with any employee sharing and expense allocation agreement, by and between TPG and the Operating Partnership, as in effect from time to time. 

 

12. Miscellaneous. 

 

(a) Governing Law. This Agreement shall be governed by and construedin accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended ormodified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 

 

(b) Arbitration. To the fullest extent allowed by law, any controversy, claim or dispute between Executive and the Company (and/or any of itsowners, directors, officers, employees, affiliates, or agents) relating to or arising out of Executive’s employment or the cessation of that employment will be submitted to final and binding arbitration in the county in which Executive work(ed)for determination in accordance with the American Arbitration Association’s (“AAA”) National Rules for the Resolution of Employment Disputes, as the 

 

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exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery inaccordance with the applicable rules of the arbitration forum, except that the arbitrator shall have the authority to order and permit discovery as the arbitrator may deem necessary and appropriate in accordance with applicable state or federaldiscovery statutes. The arbitrator shall issue a reasoned, written decision, and shall have full authority to award all remedies which would be available in court. The parties shall share the filing fees required for the arbitration, provided thatExecutive shall not be required to pay an amount in excess of the filing fees required by a federal or state court with jurisdiction. The Company shall pay the arbitrator’s fees and any AAA administrative expenses. Any judgment upon the awardrendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Possible disputes covered by the above include (but are not limited to) unpaid wages, breach of contract, torts, violation of public policy, discrimination,harassment, or any other employment-related claims under laws including but not limited to, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the California Fair Employment andHousing Act, the California Labor Code, and any other statutes or laws relating to an employee’s relationship with his/her employer, regardless of whether such dispute is initiated by the employee or the Company. Thus, this bilateralarbitration agreement applies to any and all claims that the Company may have against an employee, including but not limited to, claims for misappropriation of Company property, disclosure of proprietary information or trade secrets, interferencewith contract, trade libel, gross negligence, or any other claim for alleged wrongful conduct or breach of the duty of loyalty by an employee. However, notwithstanding anything to the contrary contained herein, Company and Executive shall have theirrespective rights to seek and obtain injunctive relief with respect to any controversy, claim or dispute to the extent permitted by law. Claims for workers’ compensation benefits and unemployment insurance (or any other claims where mandatoryarbitration is prohibited by law) are not covered by this arbitration agreement, and such claims may be presented by either Executive or the Company to the appropriate court or government agency. BY AGREEING TO THIS BINDING ARBITRATION PROVISION,BOTH EXECUTIVE AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY. This arbitration agreement is to be construed as broadly as is permissible under applicable law. 

 

(c) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to theother party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

 

If to the Executive: at the Executive’s most recent address on the records of the Company, 

 

If to TPG or the Operating Partnership: 

 

Thomas Properties Group, Inc. 

515 South Flower Street, Sixth Floor 

LosAngeles, CA 90071 

Attn: James A. Thomas, CEO 

 

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with a copy to: 

 

Gilchrist & Rutter Professional Corporation 

1299 Ocean Avenue, Suite 900 

Santa Monica, CA 90401 

Attn: Paul S. Rutter, Esq. 

 

or to such otheraddress as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 

 

(d) Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the Company determines, in itsgood faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Exchange Act and the rules and regulations promulgated thereunder, then such transfer ordeemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder. 

 

(e) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validityor enforceability of any other provision of this Agreement. In the event any provision or term hereof is deemed to have exceeded applicable legal authority or shall be in conflict with applicable legal limitations, such provision shall be reformedand rewritten as necessary to achieve consistency and compliance with such applicable law. 

 

(f) Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law orregulation. In addition, notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of theExecutive, all or any portion of any Excise Tax Gross-Up Payment and the Executive hereby consents to such withholding. 

 

(g) No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or thefailure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c) of this Agreement, shall not be deemed tobe a waiver of such provision or right or any other provision or right of this Agreement. 

 

(h) Entire Agreement. As of the Effective Date, this Agreement, the Contribution Agreement, Noncompetition Agreement and the Confidentiality Agreement, each of which is being entered into between the partiesconcurrently herewith, constitute the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oralor written, made to Executive by any member of the Thomas Group or any entity (a “**Predecessor Employer**”), or representative thereof, whose business or assets any member of the Thomas Group succeeded to in connection with the initialpublic offering of the 

 

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common stock of TPG or the transactions related thereto. The Executive agrees that any such agreement, offer or promisebetween the Executive and a Predecessor Employer (or any representative thereof) is hereby terminated and will be of no further force or effect, and the Executive acknowledges and agrees that upon his execution of this Agreement, he will have noright or interest in or with respect to any such agreement, offer or promise. In the event that the Effective Date does not occur, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect.

 

(i) Consultation With Counsel. The Executiveacknowledges that he has had a full and complete opportunity to consult with counsel and other advisors of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made anyrepresentations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement. 

 

(j) Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original but whichtogether shall constitute one and the same instrument. 

 

INWITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first abovewritten. 

 
THOMAS PROPERTIES GROUP, INC.a Delaware corporationBy: 
/s/ JAMES A. THOMAS
THOMAS PROPERTIES GROUP, L.P.,a Maryland limited partnershipBy: Thomas Properties Group, Inc.Its: General PartnerBy: 
/s/ JAMES A. THOMAS
“EXECUTIVE”  
/s/ RANDALL L. SCOTT
Name: Randall L. Scott
 

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**EXHIBIT A**

**TO EMPLOYMENT AGREEMENT**

 

**RELEASE**

 

For a valuable consideration,the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Thomas Properties Group, Inc., a Delaware corporation, Thomas Properties Group,L.P., a Maryland limited partnership and each of their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, underor in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs,attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent to the extent permissible under applicable law (hereinafter called “**Claims**”), which the undersigned now has or may hereafter haveagainst the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any wayarising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legalrestrictions on Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the AgeDiscrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. 

 

THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION *1542,*WHICH PROVIDES AS FOLLOWS: 

 

“A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 

 

THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAYHAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. 

 

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS: 

 

(A) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORESIGNING THIS RELEASE; 

 

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(B) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

 

(C) HE HAS SEVEN (7) DAYS AFTER SIGNING THISRELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD. 

 

The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have againstReleasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as theresult of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees againstthe undersigned under this indemnity. 

 

The undersigned agreesthat if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees topay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. 

 

The undersigned further understands and agrees that neither the payment ofany sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to theundersigned. 

 

IN WITNESS WHEREOF, the undersigned has executedthis Release this 13th day of October, 2004. 

 

/s/ RANDALL L. SCOTT

Randall L. Scott

 

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