Exhibit
10.1.1


 


[TRAMMELL CROW COMPANY LETTERHEAD]


 


April 6, 2004


 


William F. Concannon


[XXXXXXXXXX]


[XXXXXXXXXX]


 


Re:          Amendment to
Employment Agreement


 


Dear Bill:


 


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
November 24, 2003 (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, 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 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,
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
(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
received (excluding Non-Performance Awards) 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


 


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Awards) received by all other members of the
Executive Officer Committee (excluding the Chief Executive Officer of the
Company) in such calendar year (for purposes of this clause (1), any member of
the Executive Officer Committee in such calendar year who was not a member of
the Executive Officer Committee in calendar year 2002 shall be deemed to have
received an Award of 57,500 stock options in calendar year 2002) or (2) such
adverse differences are directly related to the Board’s good faith assessment
of your relative contribution to the Company or your relative performance as compared
to other members of the Executive Officer Committee (excluding the Chief
Executive Officer of the Company); provided,
however, that in the case of adverse differences pursuant to clause (2), the
receipt by you of a number of any type of Award in such calendar year that is
less than one-half of the Final Average Number of Awards of such type for such
calendar year shall constitute Good Reason; or (E) any failure by the
Company to comply with any of the provisions of Section 2(b) which
failure is not contemplated previously within this definition; or (F) the
relocation or transfer of your principal office to a location more than 50
miles from your regular work address as of the date hereof without your
consent, excluding in all such cases any isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by you.  As used in this Agreement:


 


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


 


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


 


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calendar year are
determined to be Outlier Award Recipients in such calendar year, then,
notwithstanding the foregoing, all members of the Executive Officer Committee
(excluding the Chief Executive Officer of the Company) who are eligible to
receive Awards of such type (excluding members of the Executive Officer
Committee who receive Non-Performance Awards) in such calendar year shall be
included in the Adjusted EOC Group for such calendar year with respect to such
type.


 


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


 


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


 


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


 


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(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.


 


(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.


 


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[SIGNATURE
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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:

  	
  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/ WILLIAM F. CONCANNON

  	
   

  	
   

  
	
  Name: 
  William F. Concannon

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  [XXXXXXXXXX]

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
									



 


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