exv10w1









Exhibit 10.1




AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

BY AND BETWEEN GRUB & ELLIS COMPANY AND RICHARD PEHLKE





     THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement dated as of
February 9, 2007 (the “Employment Agreement”), by and between Grubb & Ellis Company, a Delaware
corporation having an address at 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
(the “Company”) and Richard Pehlke (the “Executive”), is entered into between the Company and
Executive as of the 23rd day of December, 2008.



     WHEREAS, the Company and Executive have previously entered into the Employment Agreement; and



     WHEREAS, the Company wishes to continue to engage Executive as its Executive Vice President
and Chief Financial Officer and Executive desires to continue to provide his services as Executive
Vice President and Chief Financial Officer to the Company in connection with the Company’s business
in accordance with the terms and conditions of the Employment Agreement; and



     WHEREAS, the parties hereto wish to amend certain provisions of the Employment Agreement as of
the date set forth above.



     NOW, THEREFORE, in consideration of the continuing employment of Employee by the Company and
other good and valuable consideration, the parties agree as follows:



1. Capitalized Terms.




     Unless expressly set forth herein to the contrary, all capitalized terms shall have the same
meaning as ascribed to them in the Employment Agreement.



2. Change of Control.




     The definition of “Current Investor” contained in the definition of “Change of Control” in
Section 8(g) of the Employment Agreement is hereby deleted in its entirety and replaced with the
following:




“Current Investor” shall mean any stockholder of the Company, who or that,
as of the Effective Date, either alone or together with their or its
Affiliates beneficially owns 20% or more of the outstanding Voting Stock
of the Company.”



3. Termination by Executive for Good Reason.




     The last sentence of Section 8(e) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:



     “The Company’s payment of any amounts to Executive upon the termination of Executive’s
employment for Good Reason is expressly subject to and contingent upon
Executive executing and delivering to the Company at the time of such termination the
Release.”



 









 





4. Termination Pursuant to a Change of Control.




     The
first two sentences of Section 8(f) of the Employment Agreement are hereby deleted in their
entirety and replaced with the following:




“In the event that subsequent to the Effective Date (i) the Executive is
terminated by the Company without Cause, or Executive terminates the
agreement for “Good Reason” (as defined in Section 8(e) above),
within six (6) months after a “Change in Control” (as defined below), or
(ii) the Executive is terminated by the Company without Cause, or the
Executive terminates the agreement for Good Reason, three (3) months prior
to a Change in Control and in connection with or contemplation of a Change
in Control by the Company, the Executive shall be entitled to receive (i)
all monies due to Executive which right to payment or reimbursement
accrued prior to such discharge, (ii) two (2) times the Executive’s Base
Salary payable in accordance with the Company’s customary payroll
practices over a twelve (12) month period, subject to the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended, (iii) an
amount equal to one (1) time the Executive’s Cash Bonus for the year
during which the termination event took place, payable in cash, on the
next immediately following date when similar annual cash bonus
compensation is paid to other executive officers of the Company (but in no
event later than March 15th of the calendar year following the
calendar year to which such bonus payment relates), and (iv) all then
unvested Options and Restricted Shares shall automatically vest. The
Company’s payment of any amounts to Executive upon the termination of
Executive’s employment without Cause or for Good Reason is expressly
subject to and contingent upon Executive executing and delivering to the
Company at the time of such termination the Release.”



5. Purposes and Intent.




     Unless expressly set forth herein to the contrary, all of the terms and provisions of the
Employment Agreement shall remain in full force and effect. In the event and to the extent that
there is inconsistency between the terms and provisions of the Employment Agreement and this
Amendment, the terms and provisions of this Amendment shall govern.



6. Amendment; Headings.




     This Amendment may not be amended in any respect except by and instrument in writing signed by
the parties hereto. The headings in this Amendment are solely for
convenience and reference, and shall be given no effect in the construction or interpretation
of this Agreement.



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7. Counterparts.




     This Amendment may be executed in one or more original, facsimile or electronic counterparts,
each of which shall be deemed to be an original but all of which together will constitute one and
the same instrument.



8. Governing Law.




     This Amendment shall be governed by, construed and enforced in accordance with the internal
laws of the State of Illinois, without giving reference to principles of conflict of laws. Each of
the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state
courts situated in the State of Illinois, Cook County. All claims or disputes arising from the
interpretation or enforcement of the provisions of this Amendment shall be resolved in accordance
with the provisions of the Employment Agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	RICHARD PEHLKE



GRUBB & ELLIS COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: