Exhibit 10.2


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Second Amendment to Employment Agreement
(“Amendment”), is made and entered into as of the 31st day of
December, 2008, by and between CORPORATE OFFICE PROPERTIES, L. P. (the “Employer”),
CORPORATE OFFICE PROPERTIES TRUST (“COPT”) and RANDALL M. GRIFFIN (the “Executive”).


 


RECITALS


 


A.                                   Executive and
Employer executed an Employment Agreement dated July 13, 2005, as amended
by that certain Amendment to Employment Agreement dated May 30, 2006
(collectively, the “Agreement”), providing for the employment of the Executive
by the Employer upon the terms and conditions therein stated, of which the
Basic Term is scheduled to expire on June 30, 2010.


 


B.                                     Employer has
requested and Executive has agreed to extend the Basic Term for an additional
one (1) year and nine (9) months and the parties desire to enter into
this Amendment and to modify such other terms as set forth herein.


 


NOW, THEREFORE, in consideration of Executive’s
continued employment under the Employment Agreement, it is covenanted and
agreed by and between the parties hereto as follows:


 


1.                                       AMENDMENT TO
PARAGRAPH 4(a).   Section 4(a) of
the Agreement is deleted in its entirety and the following is inserted in lieu
thereof:


 


The Executive’s employment
hereunder shall be for a term commencing on April 1, 2005 and expiring on March 31,
2012 (the “Basic Term”).  Subject to the
foregoing and other applicable terms of this Agreement, this Agreement may be
terminated by either party, with or without cause, effective as of the first
(1st) business day after written notice to that effect is delivered to the
other party.


 


2.                                       AMENDMENT TO
PARAGRAPH 4(c)(iv).   Section 4(c)(iv) of
the Agreement is deleted in its entirety and the following is inserted in lieu
thereof.


 


(iv) The Employer changes
the primary employment location of the Executive to a place that is more than
fifty (50) miles from the primary employment location, 6711 Columbia Gateway
Drive, Columbia, Maryland 21046, as of the Effective Date of this Agreement.


 

















 


3.                                       NO OTHER
AMENDMENTS.  Except to the extent set
forth above, this Amendment does not affect or otherwise supersede any other
provisions of the Agreement or otherwise limit its enforceability in any way.


 


IN WITNESS WHEREOF, the parties have executed
this Amendment as of the date first written above.


 


	
  “Employer”

  	
   

  	
  “Executive”

  
	
  CORPORATE OFFICE PROPERTIES L. P.

  	
   

  	
   

  
	
  a Delaware limited partnership

  	
   

  	
   

  
	
  By: 

  	
  Corporate
  Office Properties Trust,

  General Partner 

  	
   

  	
   

  	 

					



 


 


	
  By:

  	
  /s/ Jay H. Shidler

  	
   

  	
  /s/ Randall M. Griffin

  
	
   

  	
      Jay H. Shidler

  	
   

  	
  Randall M. Griffin

  
	
   

  	
      Chairman of the
  Board

  	
   

  	
  Date:

  	
  12/31/08

  
	
   

  	
      Date:

  	
  12/31/08

  	
   

  	
   

  
						



 


 


CORPORATE
OFFICE PROPERTIES TRUST


a Maryland
real estate investment trust


 


 


	
  By:

  	
  /s/ Jay H. Shidler

  	
   

  	
   

  
	
   

  	
  Jay H. Shidler

  	
   

  	
   

  
	
   

  	
  Chairman of the Board

  	
   

  	
   

  
	
   

  	
  Date:

  	
  12/31/08

  	
   

  	
   

  
					



 


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