Exhibit
10.1


 


[TRAMMELL CROW COMPANY LETTERHEAD]


 


November 24,
2003


 


William F.
Concannon


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:          Employment Agreement


 


Dear Bill:


 


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


 


1.             Employment Period.  Subject to the terms and provisions of this
Agreement, we agree to continue to employ you, and you agree to continue to be
employed by us, for a period (the “Employment Period”) commencing
effective as of November 24, 2003 and expiring March 31, 2006; provided,
that on March 31, 2006 and on each subsequent March 31, this Agreement will
automatically be extended for one additional year unless, during the four  month period beginning June 1 and ending
October 1 immediately prior to the next scheduled extension, you or we
will have given written notice (a “Non-Renewal Notice”) that the
Employment Period will not be extended (a “Non-Renewal”).


 


2.             Employment Terms and Conditions.


 


(a)           Position and Duties; Extent of Services; Location.  During the Employment Period, you will serve
as Vice Chairman of the Company and from time to time will serve in such other
positions as the Board of Directors of the Company (the “Board”) may
from time to time determine.  In so
doing, you will, under the general oversight and supervision of the Company’s
Chief Executive Officer, (i) serve on the Executive Officer Committee (as
defined herein), (ii) serve as a senior strategist and spokesman for the
Company in connection with the Company’s operations in the outsourcing
industry, (iii) assist in the development of business for the Company,
especially in the outsourcing industry, (iv) assist in high-level special
Company projects assigned to you by, and under the general supervision of, the
Company’s Chief Executive Officer, and
(v) have such other 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 Chief Executive Officer of the Company. 
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 (A) you may serve on the board of
directors (or similar governing body) of one public company other than the
Company if the Board has provided prior approval for such service and (B)
unless it would unreasonably interfere with your performance of your duties to
the Company, you may serve on the board of directors (or similar governing
body) of no more than one
other organization that does not directly or indirectly conduct a Competing Business (as
defined herein),
in each case which boards shall be in addition to the boards of directors (or
similar governing bodies) on which you serve at the request of the
Company.  The Board is aware that you
currently serve as a director of Charles River Associates Incorporated and also,
at our request and direction, as a director of Savills PLC, both of which
previously have been approved by the Board and may be continued notwithstanding
the limitation contained in clause (A) of the immediately preceding sentence.
The location of your principal work office will be Dallas, Texas.  “Subsidiary”
means any entity 50% or more of the voting securities of which are owned,
directly or indirectly, by the Company.


 


(b)           Compensation.  During the Employment Period, you will receive an annual base
salary of $310,000 (“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.  The term “Annual Base Salary” will
refer to the Annual Base Salary as it may be so increased from time to
time.  In addition, during the
Employment Period, you will (i) be eligible to receive an annual bonus
payment of up to 175% of your Annual Base Salary for the applicable year (such
dollar amount for the applicable year, the “Annual Bonus Target”),
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 plan must be reasonably achievable (the satisfaction of such terms and
conditions to be determined by the Board or its Compensation Committee in its
sole good faith discretion) (each an “Annual Bonus”); (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)           Relocation Payments.  We hereby memorialize our prior agreement to
pay you the unpaid balance of a relocation bonus of $450,000 in support of your
relocation


 


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from Stamford,
Connecticut to Dallas, Texas in 2002, which relocation bonus was originally
payable in 36 monthly payments of $12,500 per month in the first pay cycle of
each month and which monthly payments commenced on September 3, 2002.  Except as otherwise provided in Sections 4(a), 4(b)(iv),
4(c)(v), 5(a),
5(b)(iv) and 5(c)(v),
our obligation to make these monthly payments to you, or a lump sum payment to
you in satisfaction thereof, will cease at such time as you are no longer
employed by us for any reason.  Such
monthly relocation bonus payments are referred to herein as the “Relocation Payments.”


 


(d)           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
automatically shall vest in full upon the occurrence of the Change in Control.


 


(e)           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
in 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


 


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voting power
of the then outstanding voting securities entitled to vote generally in the
election of directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company, or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, or (B) the acquisition by
any National Competitor (or any group (as defined in the LTIP) of which a
National Competitor is a controlling (within the meaning of Rule 12b-2
promulgated under the Securities Exchange Act of 1934) member of the group) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934) of 40% or more of either the Outstanding
Corporation Common Stock or the Outstanding Corporation Voting Securities.  By way of clarification, any transaction
with a National Competitor that constitutes a Change in Control as defined in
the LTIP shall be considered a Change in Control for all purposes under this Agreement.


 


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


 


3.             Termination of Employment.


 


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


 


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


 


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


 


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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,
including your removal from the Executive Officer Committee; provided, however, that Good Reason
may not be asserted by you under this clause (A) after a Non-Renewal Notice has
been given or on the basis that your term as a director of the Company expired
and you were not nominated for election to the Board in 2006 or at any time
thereafter; (B) the relocation or transfer of your principal office to a
location more than 50 miles from your regular work address as of the date
hereof without your consent; (C) any
reduction in your Annual Base Salary;  (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 in any calendar year that differ (as to number, terms
or type of Awards), in a manner adverse to you, from the 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 received by all other members of the Executive Officer
Committee in such calendar year 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; provided, however, that in the case of
adverse differences pursuant to clause (2), the receipt by you of a number of
any type of Award in such calendar year that is less than one-half of the Final
Average Number of Awards of such type for such calendar year shall constitute
Good Reason; or (F) any failure by the Company to comply with any of the
provisions of Section 2(b) which failure is not contemplated
previously within this definition, excluding in all such cases any isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
you.  Upon or after a Change in Control
but prior to the second anniversary of such Change in Control, “Good Reason”
means (A) any material diminution (considering all previous diminutions
during the Employment Period in the aggregate, including all previous
diminutions during the Employment Period which are not material when considered
separately) in your position, authority, powers, functions, duties or
responsibilities in effect immediately prior to the Change in Control,
including your removal from the Executive Officer Committee (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 in
any calendar year that differ (as to number, terms or type of Awards), in a
manner adverse to you, from the Awards received by you in calendar year 2002,
unless either (1) such adverse differences are in the same manner and to the
same


 


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proportional
extent as the average (mean) changes made to the Awards received by all other
members of the Executive Officer Committee in such calendar year 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; 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)            “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 received by all members of the Adjusted EOC Group in such
calendar year, divided by the number of members of the Adjusted EOC Group in
such calendar year.


 


(ii)           “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 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 in such calendar year shall be included in the
Adjusted EOC Group for such calendar year with respect to such type.


 


(iii)          “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 in such calendar year and who receives a number of Awards of such
type 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.


 


(iv)          “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 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 in such calendar year.


 


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


 


(e)           Expiration of Term.  Your employment will end at the expiration of the Employment
Period as a result of any Non-Renewal. 
Except as described in Sections 3(e)(i), (ii), and (iii)
and in the definition of Change in Control, a termination of your employment
under this Agreement due to the expiration of the Employment Period as a result
of any Non-Renewal will not be deemed a termination of your employment
entitling you to any benefits described in Section 4 or Section
5.


 


(i)            If the Company
delivers a Non-Renewal Notice to you prior to any Change in Control or after
the first anniversary of such Change in Control, upon the effectiveness of such
Non-Renewal you will be entitled to receive (A) the compensation and benefits
that you would be entitled to receive if you resigned without Good Reason as
described in Section 4(b)
(other than the compensation and benefits described in Section 4(b)(v)),
(B) 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, and (C) 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).


 


(ii)           If the Company
delivers a Non-Renewal Notice to you after a Change in Control but prior to the
first anniversary of such Change in Control, upon the effectiveness of such
Non-Renewal you will be entitled to receive the compensation and benefits that
you would be entitled to receive if you were terminated without Cause or you
resigned with Good Reason as described in Section 5(c).


 


(iii)          If any Non-Renewal
is effected at your election, 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, and (ii) as applicable, (A) if
your Non-Renewal Notice is delivered prior to any Change in Control or after
the first anniversary of such Change in Control, the compensation and benefits
that you would be entitled to receive if you resigned without Good Reason as
described in Section 4(b)
(other than the compensation and benefits described in Section 4(b)(v)),
or (B) if your Non-Renewal Notice is delivered after a Change in Control but
prior to the first anniversary of such Change in Control, the compensation and
benefits that you would be entitled to receive if you resigned without Good
Reason as described in Section 5(b)
(other than the compensation and benefits described in Section 5(b)(v)).


 


Except as
described in this Section 3(e)  in
the event of your termination due to a Non-Renewal election by us or you, you
will forfeit all rights to any other compensation.


 


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4.             Compensation Upon
Termination Prior to a Change in Control and After the Second Anniversary of
such Change in Control (Other than as a Result of a Non-Renewal Election).  Prior to a Change in Control and after the
second anniversary of such Change in Control, conditioned on the effectiveness
of a Release and, where indicated below, your written resignation from the
Board signed by you or your legal representative, you will be entitled to the
following compensation from the Company upon the termination of your
employment, which shall be in lieu of any other severance pay or employment
benefits to which you might otherwise be entitled (whether contractual, under a
severance plan, the WARN Act, any other applicable law, or otherwise):


 


(a)           Death or Disability.  If your employment is terminated by reason
of your death or Disability, the Company will pay you or your legal
representative, as applicable, (A) in a cash lump sum within thirty (30) days
after the effective date of the Release and, in the case of your Disability,
your resignation from the Board pursuant to Section 6(e), the following
amounts:  (1) the sum of your unpaid
Annual Base Salary through the date of termination and any compensation
previously deferred by you (together with any accrued interest or earnings
thereon) (“Accrued Obligations”); (2) the amount of any unpaid Annual
Bonus that was awarded to you prior to the date of termination; and (3) all
remaining unpaid Relocation Payments; (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.  Prior to a Change in Control
and following the second anniversary of such Change in Control, “Pro Rata Bonus” means the amount
equal to the product of (i) the dollar amount of your Annual Bonus Target
for the calendar year in which your employment is terminated that the Board or
its Compensation Committee determines in its sole good faith discretion you
would have been entitled to for such year pursuant to Section 2(b) if you had been employed by us for such entire calendar
year, multiplied
by (ii) 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.  Upon or
after a Change in Control but prior to the second anniversary of such Change in
Control, “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 second clause
(C)(i) of Section 3(d)), multiplied by (ii)  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
(iii) a fraction, the numerator of which is the number of days that have
elapsed in such calendar year as of the date of termination, and the
denominator of which is 365.  Except as
described in this Section 4(a), in the
event of your termination by reason of your death or Disability, you and your
legal representatives, as applicable, will forfeit all rights to any other
compensation.


 


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(b)           For Cause; Resignation by You Without Good Reason.  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 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), (iii) the amount of any unpaid Annual Bonus
that was awarded to you prior to the date of termination (which will be payable
in a lump sum in cash within thirty (30) days after the effective date of the
Release and your resignation from the Board pursuant to Section 6(e)),
(iv) only if your employment is terminated by you without Good Reason (and not
if your employment is terminated by us for Cause), all remaining unpaid
Relocation Payments (which will be payable in a lump sum in cash within thirty
(30) days after the effective date of the Release and your resignation from the
Board pursuant to Section 6(e)), and (v) only if your employment is
terminated by you before June 1, 2004 without Good Reason (and not if your
employment is terminated by us for Cause), $300,000 (which will be payable in a
lump sum in cash within thirty (30) days after the effective date of the
Release and your resignation from the Board pursuant to Section 6(e)).  If your employment is terminated by you
after May 31, 2004, you will not be entitled to receive the payment described
in Section 4(b)(v).  Except as described in this Section 4(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.  If we terminate your employment without
Cause or you resign for Good Reason, then we will pay or provide to you:


 


(i)            a cash lump sum
within thirty (30) days after the effective date of the Release and your
resignation from the Board pursuant to Section 6(e)  equal
to the aggregate of the following amounts: 
(A) the Accrued Obligations; (B) an amount equal to the highest Annual
Base Salary to which you were entitled during the twelve months immediately
preceding the date of termination; (C) the sum of (i) one-half of your average
(mean) Annual Bonus awarded to you for the three years preceding termination
(including any unpaid Annual Bonus payable to you pursuant to Section
4(c)(i)(D)) plus (ii) one-half of the dollar amount of your current
Annual Bonus Target (or your Annual Bonus Target for the immediately preceding
year if you resign for Good Reason as defined in the first clause (D) of
Section 3(d)); and (D) 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;


 


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(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 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)           all remaining unpaid
Relocation Payments.


 


Notwithstanding the
provisions of any plan or agreement governing such an Award, the Company will
also continue to vest all of your outstanding Awards that would have otherwise
vested during the twelve (12) month period beginning on the date of termination
and such Awards will continue to vest and, if applicable, be exercisable during
such twelve (12) month period; 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 4(c),
if the terms of the plan or agreement governing such Award are more favorable
to you as to vesting or exercisability than the terms of this paragraph, then
the more favorable term(s) of such Award agreement or plan (in lieu of the
corresponding less favorable term(s) in this paragraph) shall govern the
vesting or exercisability, as the case may be, of such Award upon your
termination.  “Award” means any
option to acquire common stock, restricted stock award, stock appreciation
right or similar equity-based award granted under the Trammell Crow Long-Term
Incentive Plan or any other option or equity-based incentive plan sponsored by
the Company.  Except as described in this
Section 4(c), in the event of your
termination by us without Cause or by you for Good Reason, you will forfeit all
rights to any other compensation.


 


5.             Compensation Upon Termination Occurring On or
Within Two Years After a Change in Control (Other than as a
Result of a Non-Renewal Election).  After a Change in Control and on or before the second anniversary
of such Change in Control, conditioned on the effectiveness of a Release and,
where indicated below, your resignation from the Board signed by you or your
legal representative, you will be entitled to the following compensation from
the Company upon termination of your employment, which shall be in lieu of any
other severance pay or employment benefits to which you might otherwise be
entitled (whether contractual, under a severance plan, the WARN Act, any other
applicable law, or otherwise):


 


(a)           Death or Disability.  If your employment is terminated by reason
of your death or Disability, the Company will pay you or your legal
representative, as applicable, (A) in a cash lump sum within thirty (30) days
after the effective date of the Release and, in the case of your Disability,
your resignation from the Board pursuant to Section 6(e),


 


10

















 


the following
amounts:  (1) the Accrued Obligations;
(2) the amount of any unpaid Annual Bonus that was awarded to you prior to the
date of termination; and (3) all remaining unpaid Relocation Payments;
(B) the Accrued Investments, which amounts will be payable in accordance
with the terms and conditions of such Investment Plan; (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 the obligation 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), (iii) the amount of any unpaid Annual Bonus
that was awarded to you prior to the date of termination (which will be payable
in a lump sum in cash within thirty (30) days after the effective date of the
Release and your resignation from the Board pursuant to Section 6(e)),
(iv) only if your employment is terminated by you without Good Reason (and not
if your employment is terminated by us for Cause), all remaining unpaid
Relocation Payments (which will be payable in a lump sum in cash within thirty
(30) days after the effective date of the Release and your resignation from the
Board pursuant to Section 6(e)), and (v) only if your employment is
terminated by you before June 1, 2004 without Good Reason (and not if your
employment is terminated by us for Cause), $300,000 (which will be payable in a
lump sum in cash within thirty (30) days after the effective date of the
Release and your resignation from the Board pursuant to Section 6(e)).  If your employment is terminated by you
after May 31, 2004, you will not be entitled to receive the payment described
in Section 5(b)(v).  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.  If your employment is terminated by the
Company without Cause or by you for Good Reason (taking into account in each
such case the definition of Change in Control), then, in lieu of any other
severance pay or benefits, and conditioned on the effectiveness of a Release
and your resignation from the Board signed by you, the Company will pay or
provide to you:


 


(i)            a cash lump sum
within thirty (30) days after the effective date of the Release and your
resignation from the Board pursuant to Section 6(e)  equal
to the aggregate of the following amounts: 
(A) the Accrued Obligations; (B) an amount equal to the product of 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


 


11

















 


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)), including any
unpaid Annual Bonus payable to you pursuant to Section 4(c)(i)(D)) plus
(ii) one-half of the dollar amount 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)); and
(D) 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
Health Plan, continuation of such coverage for you and your dependents for a
period ending on the 180th day following the second 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
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)           all remaining unpaid
Relocation Payments.


 


Notwithstanding the
provisions of any plan or agreement governing such an Award and without
limiting Section 2(d), (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 twelve (12) month period beginning on the date of
termination and such Awards will continue to vest and, if applicable, be
exercisable during such twelve (12) month period and (B) all of your
outstanding Awards that are vested immediately prior to the date of termination
shall be exercisable during the twelve (12) 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


 


12

















 


your termination
by us without Cause 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.


 


6.             Other Provisions Relating to Termination.


 


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


 


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


 


(c)           Full Settlement; Mitigation.  In no event will you be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to you under any of the provisions of this Agreement and 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 Section 3(e), 4
or 5, which amounts will be payable subject to the terms and conditions
set forth therein.  The Company will be
entitled to seek damages from you for any breach of Section 7 or 8
by you or for your criminal misconduct.


 


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


 


(e)           Resignation from
the Board.  In connection with any
termination of your employment with the Company, whether by you or the Company
and whether during or after the Employment Period, you agree to resign from the
Board and the boards of


 


13

















 


directors (or
similar governing bodies) of our subsidiaries in writing, effective immediately
after your receipt of any oral or written request from the Chairman of the
Board of the Company for such resignation.


 


7.             Confidential Information.


 


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


 


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


 


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


 


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


 


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


 


(f)            Notwithstanding
anything herein to the contrary, you may disclose to any and all persons,
without limitation of any kind, the U.S. federal income tax treatment and


 


14

















 


tax structure
of the transactions contemplated in this Agreement and all materials of any
kind (including opinions and other tax analyses) that are provided to you
relating to such tax treatment and tax structure.  For this purpose, “tax structure” is limited to facts relevant to
the U.S. federal income tax treatment of the transactions contemplated in this
Agreement and does not include information relating to the identity of the
parties hereto.


 


8.             Non-Competition; Non-Solicitation.


 


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


 


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


 


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


 


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


 


(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.


 


15

















 


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


 


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


 


(c)           As used in this
Agreement:


 


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


 


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


 


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


 


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


 


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


 


16

















 


(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 first 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.             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(c) 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.


 


10.          Miscellaneous.


 


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


 


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


 


17

















 


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 10(h) are in
connection with a breach of Section 7 or 8 by you.  If the Company files a pleading with a court
seeking immediate injunctive relief and this pleading is challenged by you and
injunctive relief sought is not awarded, the Company will pay all of your costs
and attorneys’ fees.  The parties
consent to venue in Dallas County, Texas and to the exclusive jurisdiction of
competent state courts or federal courts in the state or district in Dallas
County, Texas for all litigation which may be brought, subject to the
requirement for arbitration hereunder, with respect to the terms of, and the
transactions and relationships contemplated by, this Agreement.


 


(g)           Entire Agreement.  The provisions of
this Agreement constitute the entire and complete understanding and agreement
between the parties with respect to the subject matter hereof.  Specifically, you and the Company hereby
agree that this Agreement amends, restates and supercedes in its entirety that
certain employment letter agreement effective as of November 13, 2003, between
you and the Company.


 


(h)           Arbitration. 
Except as otherwise provided in Section 10(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


 


18

















 


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 10(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 10(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
and 10 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.


 


19

















 


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 November 24, 2003.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TRAMMELL CROW COMPANY,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  ROBERT E. SULENTIC

  
	
   

  	
  Name:

  	
   

  	
  Robert E. Sulentic

  
	
   

  	
  Title:

  	
   

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
  Trammell Crow Company

  
	
   

  	
   

  	
   

  	
  2001 Ross Avenue, Suite 3400

  
	
   

  	
   

  	
   

  	
  Dallas, Texas  75201

  
	
   

  	
   

  	
   

  	
  Attention: 
  General Counsel

  
	
   

  	
   

  	
   

  	
  Telephone: 
  (214) 863-3000

  
	
   

  	
   

  	
   

  	
  Fax: 
  (214) 863-3125

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED BY EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
  /s/ WILLIAM F. CONCANNON

  	
   

  	
   

  
	
  Name: William F. Concannon

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
								



 


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