Exhibit
10.7


 


[TRAMMELL CROW COMPANY LETTERHEAD]


 


 


April 6, 2004


 


 


John A. Stirek


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:                               Amendment to Employment
Agreement


 


Dear John:


 


As you know, you and Trammell Crow Company
(the “Company”, or “we”, or “us”) are parties to that certain employment letter
agreement, dated as of March 2, 2004 (the “Employment
Agreement”), which set forth the terms of your employment with
us.  We and you now wish to amend and
supplement the Employment Agreement in certain respects as set forth in this
letter agreement (this “Amendment”).  We and you both acknowledge and agree that
this Amendment is being made for good and valuable consideration, the receipt
and sufficiency of which are also acknowledged.  Each capitalized term used in this Amendment and not otherwise
defined herein will have the meaning given such term in the Employment
Agreement.


 


1.                                       Amendment.  Section 3(d) of the Employment
Agreement is hereby amended and restated to read in its entirety as follows:


 


(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 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


 


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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 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.


 


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(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.


 


2.                                       Agreement Not to
Terminate.  We agree that, notwithstanding any provision
to the contrary contained in the Employment Agreement or this Amendment, 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 Amendment and ending on the
180th day following the date of this Amendment.  During this 180-day period, 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.


 


3.                                       Employment
Agreement Otherwise Unchanged.  Except as specifically amended or supplemented in this Amendment,
the Employment Agreement will continue in full force and effect in accordance
with its terms.


 


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


 


5.                                       Governing Law.  THIS AMENDMENT 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


 


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OTHER
JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF THE UNITED STATES.


 


[SIGNATURE PAGE FOLLOWS]


 


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By signing and countersigning this Amendment
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 of the Board 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/ JOHN A. STIREK

  	
   

  	
   

  
	
  Name:  John A. Stirek

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  Telephone: [XXXXXXXXXX]

  	
   

  
	
   

  	
  Fax: [XXXXXXXXXX]

  	
   

  
						



 


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