Exhibit
10.2


 


[TRAMMELL CROW COMPANY LETTERHEAD]


 


April 6, 2004


 


T. Christopher Roth


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:                               Employment
Agreement


 


Dear Chris:


 


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


 


1.                                      Employment Period.  Subject to the terms and provisions of this
Agreement, we agree to continue to employ you, and you agree to continue to be
employed by us, for a period (the “Employment Period”) commencing on the
date hereof and expiring December 31, 2006; provided, that on
December 31, 2006 and on each subsequent December 31, this Agreement
will automatically be extended for one additional year unless, during the four  month period beginning March 1 and ending July 1
immediately prior to the next scheduled extension, you or we will have given
written notice (a “Non-Renewal Notice”) that the Employment Period will
not be extended (a “Non-Renewal”).


 


2.                                      Employment Terms
and Conditions.


 


(a)                                  Position and Duties; Extent of Services; Location.  During the Employment Period, you will serve
initially as President of Development and Investment for the Eastern United
States of the Company and from time to time will serve in such other positions
as the Board of Directors of the Company (the “Board”) may from time to
time determine.  In so doing, you will
have such powers and duties (including holding officer positions with one or
more Subsidiaries of the Company) as may be assigned from time to time by the
Board.  During the Employment Period,
you will devote your full business time, energy, and best efforts to the
business and affairs of the Company. 
You agree not to engage, directly or indirectly, in any other business,
investment, or activity that interferes with your performance of your duties
under this Agreement, is contrary to the interests of the Company or requires
any portion of your business time, provided, however, that (i) you may serve on
the board of directors (or similar governing body) of one public company if the
Board has provided prior approval for such service, and (ii) unless it would
unreasonably interfere with your performance of your duties to the Company, you
may serve on the board of directors (or similar governing body) of no more


 

















 


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


 


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


 


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


 


3.                                      Termination of
Employment.


 


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


 


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


 


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


 


(d)                                 Resignation by You.  You may terminate your employment hereunder at any time (i)
subject to Section 6(a), for Good Reason or (ii) without Good
Reason.  Prior to a Change in Control
and following the second anniversary of such Change in Control, “Good Reason”
means (A) any material diminution (considering all previous diminutions during
the Employment Period in the aggregate, including all previous diminutions
during the Employment Period which are not material when considered separately)
in your position, authority, powers, functions, duties or responsibilities;
provided, however, that Good Reason may not be asserted by you under this
clause (A) after a Non-Renewal Notice has been given; (B) the relocation
or transfer of your principal office to a location more than 50 miles from your
regular work address as of the date hereof without your consent; (C) any reduction in your
Annual Base Salary to an amount that is less than 90% of the highest Annual
Base Salary in effect for you during the Employment Period;  (D) any reduction in your Annual
Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the
receipt by you of Awards (excluding Non-Performance Awards) in
any calendar year that differ (as to number, terms or type of Awards), in a
manner adverse to you, from the Awards (excluding Non-Performance Awards) received
by you in calendar year 2002, unless either (1) such adverse differences are in
the same manner and to the same proportional extent as the average (mean)
changes made to the Awards (excluding Non-Performance Awards) received
by all other members of the Executive Officer Committee (excluding the Chief
Executive Officer of the Company) in such calendar year (for purposes of this clause (1), any member of the
Executive Officer Committee in such calendar year who was not a member of the
Executive Officer Committee in calendar year 2002 shall be deemed to have
received an Award of 57,500 stock options in calendar year 2002) or
(2) such adverse differences are directly related to the Board’s good faith
assessment of your relative contribution to the Company or your relative
performance as compared to other members of the Executive Officer Committee (excluding the Chief Executive Officer of the Company);
provided, however, that in


 


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the case of
adverse differences pursuant to clause (2), the receipt by you of a number of
any type of Award in such calendar year that is less than one-half of the Final
Average Number of Awards of such type for such calendar year shall constitute
Good Reason; or (F) any failure by the Company to comply with any of the
provisions of Section 2(b) which failure is not contemplated
previously within this definition, excluding in all such cases any isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
you.  Upon or after a Change in Control
but prior to the second anniversary of such Change in Control, “Good Reason”
means (A) any material diminution (considering all previous diminutions
during the Employment Period in the aggregate, including all previous
diminutions during the Employment Period which are not material when considered
separately) in your position authority, powers, functions, duties or
responsibilities in effect immediately prior to the Change in Control (subject
to the same exclusions as provided above prior to a Change in Control and
following the second anniversary of such Change in Control); (B) any
reduction in your Annual Base Salary; (C) (i) any reduction in your
Annual Bonus Target from your Annual Bonus Target for the calendar year 2003 or
(ii) the awarding to you of an Annual Bonus that is less in amount than
the Annual Bonus awarded to you for the calendar year immediately preceding the
year during which the Change in Control occurs; (D) the receipt by you of
Awards (excluding Non-Performance Awards) in
any calendar year that differ (as to number, terms or type of Awards), in a
manner adverse to you, from the Awards (excluding Non-Performance Awards) received
by you in calendar year 2002, unless either (1) such adverse differences are in
the same manner and to the same proportional extent as the average (mean)
changes made to the Awards (excluding Non-Performance Awards) received by all
other members of the Executive Officer Committee (excluding the Chief Executive
Officer of the Company) in such calendar year (for purposes of this clause (1),
any member of the Executive Officer Committee in such calendar year who was not
a member of the Executive Officer Committee in calendar year 2002 shall be
deemed to have received an Award of 57,500 stock options in calendar year 2002)
or (2) such adverse differences are directly related to the Board’s good faith
assessment of your relative contribution to the Company or your relative
performance as compared to other members of the Executive Officer Committee
(excluding the Chief Executive Officer of the Company); provided,
however, that in the case of adverse differences pursuant to clause (2), the
receipt by you of a number of any type of Award in such calendar year that is
less than one-half of the Final Average Number of Awards of such type for such
calendar year shall constitute Good Reason; or (E) any failure by the
Company to comply with any of the provisions of Section 2(b) which
failure is not contemplated previously within this definition; or (F) the
relocation or transfer of your principal office to a location more than 50
miles from your regular work address as of the date hereof without your consent,
excluding in all such cases any isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by you. 
As used in this Agreement:


 


(i)                                     “Annual
Bonus Target” means the percentage of your Annual Base Salary that is
authorized to be awarded to you as an Annual Bonus if certain performance
criteria are met.


 


(ii)                                  “Final Average Number of Awards” means, for
any calendar year and for each type of Award granted during such year, the
quotient (rounded up to the nearest whole number) equal to the aggregate number
of Awards of such type (excluding Non-Performance Awards) received by all
members of the Adjusted EOC Group in such


 


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calendar year, divided by the number of members of the Adjusted EOC
Group in such calendar year.


 


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


 


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


 


(v)                                 “Outlier
Award Recipient” means, for any calendar year and for each type of Award
granted during such year, each member of the Executive Officer Committee
(excluding the Chief Executive Officer of the Company) who is eligible to
receive Awards of such type (excluding any member of the Executive Officer
Committee who receives Non-Performance Awards) in such calendar year and who
receives a number of Awards of such type (excluding Non-Performance Awards) in
such calendar year that is (i) 150% or more of the Preliminary Average Number
of Awards or (ii) 66 2/3% or less of the Preliminary Average Number of Awards.


 


(vi)                              “Preliminary
Average Number of Awards” means, for any calendar year and for each type of
Award granted during such year, the quotient (rounded up to the nearest whole
number) equal to the aggregate number of Awards of such type (excluding
Non-Performance Awards) received by all members of the Executive Officer
Committee (excluding the Chief Executive Officer of the Company) in such
calendar year, divided by the number of members of the Executive Officer
Committee (excluding the Chief Executive Officer of the Company) who are
eligible to receive Awards of such type (excluding members of the Executive
Officer Committee who receive Non-Performance Awards) in such calendar year.


 


(vii)                           The
phrase “number of Awards” refers to the underlying number of shares of capital
stock of the Company to which the applicable Award relates.


 


(e)                                  Expiration of Term.  Your employment will end at the expiration of the Employment Period
as a result of any Non-Renewal.  Except
as described in Sections 3(e)(i), (ii), and (iii) and in
the definition of Change in Control, a termination of your employment under
this


 


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Agreement due
to the expiration of the Employment Period as a result of any Non-Renewal will
not be deemed a termination of your employment entitling you to any benefits
described in Section 4 or Section 5.


 


(i)                                     If
the Company delivers a Non-Renewal Notice to you prior to any Change in Control
or after the second anniversary of such Change in Control, upon the
effectiveness of such Non-Renewal you will be entitled to receive (i) an amount
equal to your Pro Rata Bonus, which will be paid at such time as the Company
pays its other members of the Executive Officer Committee their annual cash
incentive bonuses with respect to the calendar year in which termination
occurs, (ii) the severance or separation benefits (including continuation of
any welfare benefits) provided generally by us to the members of the Executive
Officer Committee under our general policies in effect from time to time upon
termination by the Company of their employment (excluding any other severance
or separation benefits available to any member of the Executive Officer
Committee pursuant to an employment agreement and not under our general
policies in effect from time to time), and (iii) the other compensation and
benefits described in Section 4(b).


 


(ii)                                  If
the Company delivers a Non-Renewal Notice to you after a Change in Control but
prior to the second anniversary of such Change in Control, you will have the
rights described in Section 5(c) upon the effectiveness of such
Non-Renewal.


 


(iii)                               If
any Non-Renewal is effected at your election, you will be entitled to receive
(i) an amount equal to your Pro Rata Bonus, which will be paid at such time as
the Company pays its other members of the Executive Officer Committee their
annual cash incentive bonuses with respect to the calendar year in which
termination occurs, and (ii) the other compensation and benefits described in Section 4(b)
upon the effectiveness of such Non-Renewal.


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding
the provisions of any plan or agreement governing such an Award, the Company
also will continue to vest all of your outstanding Awards that would have
otherwise vested during the eighteen (18) month period beginning on the date of
termination and such Awards will continue to vest and, if applicable, be
exercisable during such eighteen (18) month period; provided, that nothing set
forth herein shall result in an extension of the term of any Award beyond the term of the Award that would be
applicable absent any termination of your employment; provided further,
however, that, in the case of a termination of your employment pursuant to this
Section 4(c), if the terms of the plan or agreement governing such
Award are more favorable to you as to vesting or exercisability than the terms
of this paragraph, then the more favorable term(s) of such Award agreement or
plan (in lieu of the corresponding less favorable term(s) in this paragraph)
shall govern the vesting or exercisability, as the case may be, of such Award
upon your termination. “Award” means any option to acquire common stock,


 


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


 


(d)                                 As
used in this Agreement:


 


(i)                                     “Change
in Control” has the meaning given such term in the Trammell Crow Long-Term
Incentive Plan (as such plan is in effect on the date of this Agreement, the
“LTIP”); provided, however, that the occurrence of a Rule 13e-3 transaction
(within the meaning of Rule 13e-3 promulgated under the Securities Exchange Act
of 1934 or any similar successor rule thereto) that has been approved by the
Board and subsequent to which you are part of a group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 or any
similar successor rule thereto) that owns more than 50%, respectively, of the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors of the Company will not be deemed to be a Change in Control;
provided, further, if, prior to any Change in Control, you terminate your
employment for Good Reason or your employment is terminated by the Company
without Cause or as a result of a Non-Renewal Notice delivered by the Company
prior to such Change in Control and a Change in Control occurs within 180 days
after such termination, or within 180 days after such Non-Renewal Notice
delivery in the case of a Non-Renewal (excluding a Change in Control that
occurs pursuant to an unsolicited tender or exchange offer by any person, in
response to which the Company does not recommend acceptance of the person’s
tender or exchange offer), then for all purposes hereof, the date of the Change
of Control with respect to your employment shall mean the date immediately
prior to such termination, or immediately prior to such Non-Renewal Notice
delivery in the case of a Non-Renewal; provided, further that notwithstanding
that any such transaction does not constitute a Change in Control as defined in
the LTIP, a Change in Control shall be deemed to have occurred for all purposes
under this Agreement upon either (A) the consummation of a Business Combination
(as defined in the LTIP) with a National Competitor, unless, following such
Business Combination, the conditions in clauses (B) and (C) of Section 1.6
(iii) of the LTIP are satisfied and all or substantially all of the individuals
and entities who were the beneficial owners of, respectively, the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities (each as
defined in the LTIP) immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60%, respectively, of the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company, or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, or (B) the acquisition by
any National Competitor (or any group (as defined in the LTIP) of which a
National Competitor is a controlling (within the meaning of Rule 12b-2


 


9

















 


promulgated under the Securities Exchange Act of 1934) member of the
group) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) of 40% or more of either the
Outstanding Corporation Common Stock or the Outstanding Corporation Voting
Securities.  By way of clarification,
any transaction with a National Competitor that constitutes a Change in Control
as defined in the LTIP shall be considered a Change in Control for all purposes
under this Agreement.


 


(ii)                                  “National
Competitor” means any one of the companies known as Jones Lange LaSalle,
Inc., Grubb and Ellis Co. and CB Richard Ellis or their respective successors.


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


Notwithstanding
the provisions of any plan or agreement governing such an Award and without
limiting Section 2(c), (A) the Company will also continue to vest
all of your outstanding Awards granted on or after a Change in Control that
would have otherwise vested during the eighteen (18) month period beginning on
the date of termination and such Awards will continue to vest and, if applicable,
be exercisable during such eighteen (18) month period and (B) all of your
outstanding Awards that are vested immediately prior to the date of termination
shall be exercisable during the eighteen (18) month period beginning on the
date of termination; provided, however, that nothing set forth herein shall
result in an extension of the term of any Award beyond the term of the Award
that would be applicable absent any termination of your employment; provided,
further, however, that, in the case of a termination of your employment
pursuant to this Section 5(c), if
the terms of the plan or agreement governing such Award are more favorable to
you as to vesting or exercisability than the terms of this paragraph, then the
more favorable term(s) of such Award agreement or plan (in lieu of the
corresponding less favorable term(s) in this paragraph) shall govern the
vesting or exercisability, as the case may be, of such Award upon your
termination.  Except as described in this
Section 5(c), in the event of your
termination by us without Cause or due to a Non-Renewal election made by the
Company as provided in Section 3(e)(ii) or by you for Good Reason
(taking into account in each such case the definition of Change in Control),
you will forfeit all rights to any other compensation.


 


(d)                                 Non-Renewal Election by You.  If your employment is terminated due to a
Non-Renewal Election by you, we will have no further obligations to you other
than as set forth in Section 3(e)(iii), which also includes
provision for the compensation and other benefits described in Section 4(b).  Except as described in Section 4(b)
and Section 3(e)(iii), in the event of your termination due to a
Non-Renewal election by you, you will forfeit all rights to any other
compensation.


 


6.                                      Other Provisions
Relating to Termination.


 


(a)                                  Good Reason. 
Upon you learning of any event described in the definition of Good
Reason, you may terminate your employment for Good Reason by giving a Notice of
Termination (describing, if applicable, the action required to cure the basis
for termination) to us within 60 days thereafter. If the event constituting
Good Reason may be cured, we will have the opportunity to cure any such event
for a period of 60 days following receipt of your Notice of Termination.  If you do not give a Notice of Termination
to us within 60 days after learning of an event giving rise to Good Reason,
then this Agreement will remain in effect and, without any further act on your
part, you will have waived your right to terminate your employment hereunder
for Good Reason in respect of such event.


 


12

















 


(b)                                 Cause. 
Upon the Company learning of any event described in the definition of
Cause, we may terminate your employment for Cause by giving a Notice of
Termination (describing, if applicable, the action required to cure the basis
for termination) to you within 60 days thereafter. If we do not give you a
Notice of Termination within 60 days after learning of an event giving rise to
Cause, then this Agreement will remain in effect and, without any further act
on our part, we will have waived our right to terminate your employment for
Cause in respect of such event.


 


(c)                                  Full Settlement; Mitigation.  In no event will you be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to you under any of the provisions of this Agreement and, except for
your right, if any, to continue your participation in the Health Plan as
provided herein, such amounts will not be reduced whether or not you obtain
other employment.  The Company will not
be liable to you for any damages for breach of this Agreement arising out of
the termination of your employment other than for amounts payable under Sections
3(e), 4 or 5, which amounts will be payable subject to the
terms and conditions set forth therein. 
The Company will be entitled to seek damages from you for any breach of Section 7
or 8 by you or for your criminal misconduct.


 


(d)                                 Release and Other Agreements.  Notwithstanding any other provision in this
Agreement to the contrary, as a condition to receiving the benefits described
in this Agreement, upon any termination of your employment hereunder you hereby
agree to execute (and not revoke) a release in substantially the form attached
hereto as Exhibit A (the “Release”) and
such other documents and agreements as required by the Company, in the form and
pursuant to the procedures reasonably established by the Company.  For purposes of this Agreement, the Release
will be considered to have been executed by you if it is signed by your legal
representative in the case of your legal incompetence or on behalf of your
estate in the case of your death.  Upon
your execution and delivery of the Release, the Company will also promptly
execute and deliver the Release.


 


7.                                      Confidential
Information.


 


(a)                                  You
acknowledge that the Company has trade, business and financial secrets and
other confidential and proprietary information regarding the Company and its
business, in whatever form, tangible or intangible (collectively, the “Confidential Information”), and that during
the course of your employment with the Company you have received, will receive
or will contribute to the Confidential Information.  During the 180-day period commencing on the date of this
Agreement and ending on the 180th day following the date of this Agreement, we
will (a) disclose to you, or place you in a position to have access to or
develop, Confidential Information, (b) place you in a position to develop
business goodwill on behalf of the Company, and/or (c) disclose or entrust
business opportunities of the Company to you. 
Confidential Information includes, to the extent confidential and
proprietary to the Company, sales materials, technical information, processes
and compilations of information, records, specifications and information
concerning customers, prospective customers or vendors, customer and
prospective customer lists, and information regarding methods of doing
business.  However, Confidential
Information does not include your general knowledge of and experience in the
real estate business or your personal and professional relationships and it
does not include information that (i) is obtained by you from a source
other than the Company or its affiliates who is not under a duty of
non-disclosure to the Company or such affiliate or (ii) is in the public


 


13

















 


domain or is
or becomes generally available to the public other than through disclosure by
you in violation of the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


8.                                      Non-Competition;
Non-Solicitation.


 


(a)                                  You
acknowledge and agree that your use of Confidential Information and our lists
of, and information concerning, customers and prospective customers in the
conduct of business on behalf of a competitor of the Company would constitute
unfair competition with the Company and would adversely affect the business
goodwill of the Company.  Accordingly,
as a material inducement to the Company to enter into this Agreement; to
protect the Company’s Confidential Information, including lists of, and
information concerning, customers and prospective customers of the Company,
that may be disclosed or entrusted to you (the disclosure of which by you in
violation of this Agreement would adversely affect the business goodwill of the
Company), the business goodwill of the Company that may be developed in you and
the business opportunities that may be disclosed or entrusted to you by the
Company; in


 


14

















 


consideration
for the compensation and other benefits payable hereunder to you, for the
benefits to you of having access to Confidential Information, including lists
of, and information concerning, customers and prospective customers of the
Company, during the Employment Period (the disclosure of which by you in
violation of this Agreement would adversely affect the business goodwill of the
Company); and for other good and valuable consideration, you hereby covenant
and agree that, during the Term of Non-Competition, you will not directly or
indirectly, individually or as an officer, director, manager, employee,
shareholder, consultant, contractor, partner, member, joint venturer, agent, equity
owner or in any capacity whatsoever:


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


(c)                                  As
used in this Agreement:


 


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


 


(ii)                                  “Competing
Services” means services that, if provided to a business other than a
Competing Business, would constitute the conduct of a Competing Business.


 


(iii)                               “Geographic
Area” means the geographic area in which the Company or any of its
Subsidiaries engages in its respective business or any line of its business (A)
at the time in question in respect of the Term of Non-Competition occurring
prior to the date of termination of your employment and (B) as of the date of
termination of your employment in respect of the Term of Non-Competition
occurring on and after the date of termination of your employment.


 


(iv)                              “Term
of Non-Competition” means the period of time beginning on the date hereof
and continuing until 5:00 p.m., Dallas, Texas time, on:


 


(A)                              the
date of termination if your employment is terminated (1) by the Company for any
reason other than Cause, (2) by you for Good Reason, (3) due to a Non-Renewal
election by you prior to a Change in Control or after the second anniversary of
such Change in Control, or (4) due to a Non-Renewal election made by the
Company at any time, or


 


(B)                                the
date that is twelve (12) months after the date of termination if your
employment is terminated (1) by the Company for Cause, (2) by you for any
reason other than Good Reason,  or
(3) due to any Non-Renewal election made by you after a Change in Control and
on or before the second anniversary of such Change in Control.


 


(d)                                 If
any court or arbitrator determines that any portion of this Section 8
is invalid or unenforceable, the remainder of this Section 8 will
not thereby be affected and will be given full effect without regard to the
invalid or unenforceable provisions.  If
any court or arbitrator construes any of the provisions of this Section 8
to be invalid or unenforceable because of the duration or scope of such
provision, such court or arbitrator will be required to reduce the duration or
scope of such provision, to the minimum extent necessary so as to be
enforceable, and to enforce such provision as so reduced.


 


9.                                      Gross-Up for
Certain Taxes.  If
any of the payments or benefits due to you under this Agreement would otherwise
result in your liability for any excise taxes pursuant to Internal Revenue Code
(“Code”) Section 4999 (“Excise Tax”) (whether at the time of
payment or upon a later IRS audit), the Company and you agree to use
commercially reasonable efforts to restructure, in a manner reasonably
acceptable to the Company and you, such payments or benefits due to you so that
such Excise Tax is eliminated or minimized to the extent permitted by


 


16

















 


applicable
law; provided, however, that, without creating any implication as to whether or
not, under all the circumstances it would be unreasonable for you to refuse to
defer receipt for a shorter period, the Company agrees that, regardless of the
circumstances, it shall not be unreasonable for you to refuse to defer receipt
of a material portion of the payments or benefits due to you under this Section 9
for more than six months after the date on which such payments or benefits
would otherwise become due to you under this Agreement.  If, despite the use of commercially
reasonable efforts, the Company and you are unable either to agree on any such
restructuring or to restructure the payments or benefits due to you under this
Agreement to eliminate such Excise Tax, the Company will reimburse you for the
amount of such Excise Tax plus all federal, state and local taxes applicable to
the Company’s payment of such Excise Taxes, including any additional taxes due
under Section 4999 of the Code with respect to payments made pursuant to
this provision.  Calculations for these purposes will
assume the highest marginal rate for individuals applicable at the time of
calculation.  The
intent of this Section 9 is that the Company will pay you an
additional amount (the “Gross-Up Payment”) such that the net amount
retained by you after deduction of (i) any Excise Tax imposed on any such
payment or benefit; and (ii) any excise tax, federal, state or local income,
payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the
amount of such payment or benefit reduced by all applicable taxes on such
amount other than the Excise Tax.


 


10.                               Successors;
Binding Agreement.


 


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


 


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


 


11.                               Miscellaneous.


 


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


 


(b)                                 Notices. 
For purposes of this Agreement, notices and all other communications
provided for in this Agreement will be in writing and will be deemed to have


 


17

















 


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


 


(c)                                  Severability.  Except as otherwise provided in Section 8(d), if any
provision of this Agreement is held to be illegal, invalid or unenforceable,
such provision will be fully severable; this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a portion of this Agreement; and the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement.  Furthermore, except as
otherwise provided in Section 8(d), in lieu of such illegal,
invalid or unenforceable provision there will be added automatically as part of
this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.


 


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


 


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


 


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


 


(g)                                 Entire Agreement.  The provisions of
this Agreement constitute the entire and complete understanding and agreement
between the parties with respect to the subject matter hereof.  The Company and you acknowledge that the
Indemnification Agreement, dated
                            ,
by and between you and the Company shall remain in full force and effect,
without limitation of your rights thereunder by the terms of this Agreement.


 


18

















 


(h)                                 Arbitration. 
Except as otherwise provided in Section 11(f), in the event
any claim, demand, cause of action, dispute, controversy or other matter in
question (“Claim”) arises out of this
Agreement (or its termination) or your employment (or termination of
employment) by the Company or its Subsidiaries, then, upon the written request
of you or us, such dispute or controversy will be submitted to binding
arbitration.  Any arbitration will be conducted
in accordance with the Federal Arbitration Act (“FAA”)
and, to the extent an issue is not addressed by the FAA or the FAA does not
apply, with the then-current National Rules for the Resolution of Employment
Disputes of the American Arbitration Association (“AAA”)
or other rules of the AAA as applicable to the claims asserted.  The results of arbitration will be binding
and conclusive on the parties hereto. 
All parties agree that venue for arbitration will be in Dallas County,
Texas.  If you are the prevailing party,
then you will be entitled to reimbursement by the Company for reasonable
attorneys fees, reasonable costs and other reasonable expenses pertaining to
the arbitration.  All proceedings
conducted pursuant to this Section 11(h) will be kept confidential
by all parties.  THE ARBITRATORS
SHALL HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES
(WHETHER IT BE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR
PUNITIVE TYPE OF DAMAGES).  REGARDLESS
OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, YOU AND THE COMPANY
EACH HEREBY WAIVE THE RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION
WITH ANY CLAIMS.  YOU AND THE COMPANY
ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT YOU AND THE COMPANY ARE WAIVING ANY
RIGHT THAT YOU OR THE COMPANY MAY HAVE TO A JURY TRIAL OR, OTHER THAN AS
EXPRESSLY PROVIDED BY SECTION 11(f), A TRIAL BEFORE A JUDGE IN
CONNECTION WITH, OR RELATING TO, A CLAIM.


 


(i)                                     Survival. 
Sections 3(e), 4, 5, 6, 7, 8, 9,
10 and 11 of this Agreement will survive the termination of this
Agreement.


 


(j)                                     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT
OF LAWS OF TEXAS OR ANY OTHER JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF
THE UNITED STATES.


 


(k)                                  Amendments. 
This Agreement may not be amended or modified at any time except by a
written instrument approved by the Board and executed by the Company and you.


 


(l)                                     Acknowledgement.  You acknowledge that you have read and understand this Agreement
(including its legal effect), have had an opportunity to consult legal counsel
regarding it, have not acted in reliance upon any representations or promises
made by the Company not contained herein, and have entered into this Agreement
freely.


 


(m)                               Counterparts.  This Agreement may be executed (including by facsimile
transmission) in any number of counterparts.


 


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By signing and
countersigning this Agreement in the appropriate space set forth below, we and
you have agreed to be bound by the terms and conditions set forth herein,
effective as of the date first written above.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TRAMMELL CROW COMPANY,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT E. SULENTIC

  
	
   

  	
  Name:

  	
  Robert E. Sulentic

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Trammell Crow Company

  
	
   

  	
   

  	
  2001 Ross Avenue, Suite 3400

  
	
   

  	
   

  	
  Dallas, Texas  75201

  
	
   

  	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  	
  Telephone:  (214) 863-3000

  
	
   

  	
   

  	
  Fax:  (214) 863-3125

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED BY EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
  /s/ T. CHRISTOPHER ROTH

  	
   

  	
   

  
	
  Name:  T. Christopher Roth

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  	
   

  	
   

  
	
   

  	
  [XXXXXXXXXX]

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
									



 


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