Exhibit
10.5


 


[TRAMMELL CROW COMPANY LETTERHEAD]


 


 


April 6, 2004


 


 


James R. Groch


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:                               Amendment to Employment
Agreement


 


Dear Jim:


 


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 October 17, 2003, as supplemented by that certain
letter delivered by us to you, dated as of January 9, 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.


 


(a)                                  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


 


2

















 


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 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


 


3

















 


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.


 


4

















 


(b)                                 Section 7(a)
of the Employment Agreement is hereby amended and restated to read in its
entirety as follows:


 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 


5

















 


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:

  	
   President 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/ JAMES R. GROCH

  	
   

  	
   

  
	
  Name:  James R. Groch

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  Telephone: 
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  Fax: [XXXXXXXXXX]

  	
   

  
						



 


6