**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 James A. Thomas (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 fourth 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 Chief Executive Officer of TPG and the Operating Partnership and shall perform suchemployment duties as are usual and customary for such positions and such other duties as the Board of Directors of TPG (the “**Board**”) shall from time to time reasonably assign to the Executive. The Executive shall report directly tothe Board. In addition, during the Employment Period, subject to the rules and requirements of the charter of the nominating and corporate governance committee of the Board the Company shall use its best efforts to cause the Executive to benominated as a member of the Board; provided, however, that the Company shall not be so obligated if cause exists for the removal of the Executive from the Board or for the failure to nominate or elect the Executive to the Board.Provided that the Executive is so nominated, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacitiesin addition to the foregoing. In the event that 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 Section2(b) of this Agreement. In addition, in the 

 

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event the Executive’s service in one or more of such additional capacities is subsequently terminated, theExecutive’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of thisAgreement. 

 

(ii) During the Employment Period, and excludingany periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business time, energy, skill and best efforts to the performance of his duties hereunder in a manner that willfaithfully 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) serve on corporate, civic or charitableboards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions or (C)manage his personal investments, 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 suchactivities have been 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 bedeemed to interfere with 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 Executivefrom devoting substantially 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 andwhich may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive to the Board for consideration by the Company and the disinterested members of the Board determine to reject theopportunity and to approve the Executive’s participation therein. 

 

(b) Compensation. 

 

(i) Base Salary.During the Employment Period, the Executive shall receive a base salary (the “**Base Salary**”) of $120,000 per annum, as the same may be increased thereafter. The Base Salary shall be paid at such intervals as the Company paysexecutive salaries generally. During the Employment Period, the Base Salary shall be reviewed at least annually for possible increase in the Company’s sole discretion, as determined by the Company’s compensation committee. Any increase inBase 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 Executiveshall 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 tothe Annual Bonus shall be determined in accordance 

 

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with the terms and conditions of said bonus plan as in effect from time to time; provided that the target for the firstAnnual Bonus shall be 100% 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 Stock Award. Subject to adoption by the Board and approval by TPG’s stockholders of theCompany’s incentive award plan (the “**Incentive Plan**”), TPG shall, as of the Effective Date, grant the Executive Forty-Six Thousand Six Hundred Sixty-Seven (46,667) restricted shares of TPG’s common stock (the“**Restricted Stock**”). Said number of shares of Restricted Stock shall not change notwithstanding that the actual initial public offering price of a share of TPG’s common stock may be higher or lower than $15.00 per share. TheRestricted Stock shall be granted to the Executive under the Incentive Plan at a purchase price of $0.01 per share. Subject to the Executive’s continued employment with the Company, said shares of the Restricted Stock granted to the Executiveshall vest on the third 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 inits sole discretion. Consistent with the foregoing, the terms and conditions of the Restricted Stock shall be set forth in a restricted stock agreement (the “**Restricted Stock Agreement**”) to be entered into by the Company and theExecutive in the form adopted by the Board or the compensation committee of the Company, as applicable, in conjunction with the adoption of the Incentive Plan. 

 

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

 

(v) Welfare Benefit Plans. During the Employment Period, the Executive and the Executive’s eligible familymembers shall be eligible for participation in the welfare benefit plans, practices, policies and programs (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. 

 

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

 

(vii) FringeBenefits. During the Employment Period, the Executive shall 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 proceduresof the Company. 

 

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(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacationin 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. 

 

(b) Disability. To the extent consistent with federal and state law,Executive’s employment may 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 obligationshereunder for 60 consecutive days or 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 theExecutive’s legal representative, renders Executive 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 accommodationsfor Executive or accommodations that would create an undue hardship on the Company. 

 

(c) Cause. The Company 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 anyone or more of the following events: 

 

(i) TheExecutive’s willful failure to perform or gross negligence in performing 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 ornegligence; 

 

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

 

(iii)The Executive’s conviction of, or entry by the Executive of a guilty 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. 

 

The termination of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of aresolution duly adopted by the affirmative vote of a majority the Board, including at least two-thirds of the independent directors, at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive andthe Executive is given an opportunity to be heard before the 

 

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Board), finding that, in the good faith opinion of the Board, sufficient Cause exists to terminate the Executive pursuantto this Section 3(c); provided, that if the Executive is a member of the Board, the Executive shall not participate in the deliberations regarding such resolution, vote on such resolution, nor shall the Executive be counted indetermining a majority of the Board. 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 upon the authority given pursuant to a dulyadopted 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 facts pertaining to the subject matter uponwhich such authority or advice was given. 

 

(d) GoodReason. 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**” shall mean the occurrence of any one or more ofthe following events without the Executive’s prior written consent, unless the Company cures the circumstances constituting Good Reason (provided such circumstances are capable of cure) prior to the Date of Termination (as defined below):

 

(i) A material reduction in the Executive’s titles,duties, authority and responsibilities, or the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities without the written consent of the Executive; 

 

(ii) The Company’s reduction of the Executive’s annual base salaryor bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time; or 

 

(iii) The Company’s failure to cure a material breach of its obligations under the Agreement within fifteen (15) business days after written noticeis 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 becommunicated 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 of Termination**” means a written notice which (i) indicatesthe 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 basis for termination of the Executive’s employment under theprovision 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 not more than thirty days after the giving of such notice). Thefailure 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 right of the Executive or the Company, respectively, hereunder orpreclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. 

 

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(f) Date of Termination. “**Date of Termination**” means (i) if the Executive’semployment 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 after the 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 such termination, (iii) if theExecutive’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, unless otherwise agreed by the Companyand 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 the EmploymentPeriod, 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 to the extent not previously paid(the “**Accrued Obligations**”), and (B) an amount (the “**Severance Amount**”) equal to three (3) (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 complete fiscal 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 after the 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 remainsin the Employment Period after the Date of Termination, the Severance Multiple shall equal 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 60days after the Date of Termination; 

 

(ii) 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, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of theAnnual Bonus to which the Executive would have been entitled 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 thedenominator of which is the total number of days in such 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 grouphealth insurance 

 

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coverage at least equal to that which would have been provided to them if the Executive’s employment had not beenterminated (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 is eligible to receive group health insurance coverageunder 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, the Company shalltimely 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 Termination Date under any plan, program, policy or practice or contractor agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “**Other Benefits**”). Notwithstanding the foregoing, it shall be a condition to the Executive’s right toreceive 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 form attached hereto as ExhibitA. 

 

(b) For Cause or Without Good Reason. If theExecutive’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 this Agreement other than pursuant toSections 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. 

 

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

 

(i) The AccruedObligations 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 paid to the Executive’sestate or beneficiaries or to the Executive, as applicable, 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 when annual bonuses are paid to the Company’s other senior executivesfor 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 be provided with group health insurance coverage at least equal tothat 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 such coverage); provided, however, that if the Executive becomesre-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(d)(iv) shall terminate and any such coverage shall bereported by the Executive to the Company; and 

 

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

 

5.Termination Upon a Change in Control. If a Change in Control (as defined herein) occurs during the Employment Period and the Executive’s employment is terminated (a) by the Company without Cause or by the Executive for Good Reason, ineach case within 180 days after the effective date of the Change in Control or (b) voluntarily by the Executive for any reason on or within 90 days after the effective date of the Change in Control (with such termination effective 30 days afterwritten notice given to the Company on or within said 90 day period), 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 atermination of the Executive’s employment, all outstanding stock options, restricted stock, restricted incentive units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awardssubstituted 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 followingevents: 

 

(i) Any transaction, whether effected directly orindirectly, resulting in any “person” or “group” (as those 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 determinedpursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting securities”) of TPG that represent greater than 35*%*of the combined voting power of TPG’s thenoutstanding voting securities (unless Executive has beneficial ownership of at least 35% of such voting securities), other than 

 

(A) any transaction or event resulting in the beneficial ownership of voting securities by a trustee or other fiduciary holdingsecurities 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 or any person controlled by TPG, or

 

(B) any transaction or event resulting inthe 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 in the beneficialownership 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 or Affiliate thereof, each as definedin the Operating Partnership Agreement (collectively, the “**Thomas Affiliates**”), including 

 

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without limitation, the initial issuance of shares and Partnership Units in the Operating Partnership,the conversion 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 

 

(B) after which no person or group beneficially owns voting securities representing greater than 50*%*of the combined voting powerof 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 the Successor Entity solely as a result of the votingpower 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 a record date for a vote of TPG’s shareholders, and for purposes of clause (iii) above, thecalculation 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. 

 

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6. Intentionally Omitted. 

 

7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwiseto perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive. In no event shall the Executive be obligated to seek otheremployment 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 the Executive obtainsother 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 theterms 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 reasonable attorneys’ fees and costs (at the PrevailingParty’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 shallbe 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 contain a specific provision providing for the recovery ofattorneys’ 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. Any judgment or order entered in any final judgment shallcontain 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, perfecting and executing such judgment. For the purposes of thisparagraph, costs shall include, without limitation, in addition to costs incurred in prosecution or defense of the underlying action, reasonable attorneys’ fees, costs, expenses and expert fees 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 order or judgment. “**PrevailingParty**” 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 theother party’s payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such party. 

 

8. Certain Additional Payments by the Company. 

 

(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall bedetermined 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 such that, after payment by the Executive of alltaxes (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 Tax imposed upon the Excise Tax Gross-Up Payment, theExecutive 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 be determined that the Executive is entitled to theExcise 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 the amounts payable under this Agreement shall bereduced so that 

 

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the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amountspayable hereunder, if applicable, shall be made by first reducing the payments 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 theValue of all Payments actually made to the Executive. For purposes of reducing 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 underthis Agreement would not result in a reduction of the Parachute Value of 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 makeExcise Tax Gross-Up Payments under this Section 8 shall not be conditioned 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 anExcise Tax Gross-Up Payment is required, the amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized accounting firm as may be selected by theCompany 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 6662of the Code. The Accounting Firm shall provide detailed supporting calculations both to the Company 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 isrequested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within fivedays of the receipt of the Accounting Firm’s determination. Any determination by the Accounting 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 a different determination, in which event such legal opinion shall be binding upon the Company and the Executive. As a result of the uncertainty in theapplication of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Tax 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 to Section 8(c) and the Executive thereafter is required to make a payment of any ExciseTax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. 

 

(c) The Executive shall notify the Company in writing of any claim by theInternal 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 than 10 business days after the Executive is informed inwriting 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 to the expiration of the 30-day period following thedate 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 

 

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due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires tocontest such claim, the Executive shall: 

 

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

 

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

 

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

 

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

 

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest andpenalties) 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 andpayment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and alladministrative 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 claimin 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 amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold theExecutive 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 any extension 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’s control 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, anyother issue raised by the Internal Revenue Service or any other taxing authority. 

 

(d) If, after the 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 tothe Excise Tax to which such Excise Tax Gross-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

 

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amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after thereceipt 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 to any refund with respect to such claim and the Company does not notify the Executive inwriting 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 shall not be required to be repaid and the amount of such advance shall offset, to the extentthereof, 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 Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, allor 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 borne exclusively by the Company, in accordance with Section 3403 of the Code. Theforegoing 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 meanings for purposes of this Section 8: 

 

(i) “**Excise Tax**” shall mean the excise tax imposed bySection 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.

 

(iii) A “**Payment**” shall mean any payment ordistribution 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 theExecutive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 

 

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

 

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9. Intentionally Omitted. 

 

10. Successors. 

 

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwisethan 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 be binding upon the Company and its successors and assigns. 

 

11. Payment of Financial Obligations. The payment or provision tothe 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, if applicable, any subsidiary and/or affiliate thereof in accordance withany 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 construed in accordance with the laws of the State of California, without reference toprinciples 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 or modified otherwise than by a written agreement executed by the partieshereto 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 its owners, directors, officers, employees, affiliates, or agents) relating to or arising outof 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 exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery in accordance with the applicable rules of thearbitration 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 federal discovery statutes. The arbitrator shall issue areasoned, 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 that Executive shall not be required to pay an amountin 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 award rendered by the arbitrator(s) may be entered inany 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 claimsunder 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 and Housing Act, the California Labor Code, and anyother statutes or laws relating 

 

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to an employee’s relationship with his/her employer, regardless of whether such dispute is initiated by the employeeor the Company. Thus, this bilateral arbitration 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 proprietaryinformation or trade secrets, interference with 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 containedherein, Company and Executive shall have their respective 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 unemploymentinsurance (or any other claims where mandatory arbitration 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. BYAGREEING 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 inwriting and shall be given by hand delivery to the other 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: General Counsel 

 

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. 

 

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(e) Severability. The invalidity or unenforceability of any provision of this Agreement shall notaffect the validity or 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 provisionshall be reformed and 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 berequired to be withheld pursuant to any applicable law or regulation. 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 otherapplicable 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. 

 

(g) No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provisionof this Agreement or the failure 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 thisAgreement, shall not be deemed to be 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 ConfidentialityAgreement, each of which is being entered into between the parties concurrently herewith, constitute the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces andsupersedes any and all other agreements, offers or promises, whether oral or written, made to Executive by any member of the Thomas Group or any entity (a “**Predecessor Employer**”), or representative thereof, whose business or assetsany member of the Thomas Group succeeded to in connection with the initial public offering of the common stock of TPG or the transactions related thereto. The Executive agrees that any such agreement, offer or promise between the Executive and aPredecessor 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 no right or interest in or withrespect 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 Executive acknowledges that he hashad 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 any representations or warranties to theExecutive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement. 

 

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

 

IN WITNESS 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 ofthe day and year first above written. 

 
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/ JAMES A. THOMAS
Name: James A. Thomas
 

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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/ JAMES A. THOMAS

James A. Thomas

 

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