Exhibit 10.19


 


MICHAEL GREEN

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”)
is dated as of November 23, 2005, by and between REPUBLIC PROPERTY TRUST,
a Maryland real estate investment trust (the “Company”),
and Michael Green (the “Executive”).


 


WHEREAS, the
Company and Republic Property Limited Partnership, a Delaware limited
partnership and wholly owned operating partnership subsidiary of the Company
(the “Operating Partnership”), are engaging in
various related transactions pursuant to which, among other things, (i) the
Operating Partnership would acquire interests in various limited liability
companies that own real estate properties, and (ii) the Company would
effect an initial public offering of its common shares of beneficial interest,
par value $0.01 per share, and contribute the proceeds therefrom for a like
number of units of partnership interest in the Operating Partnership (the “IPO”, and together with the other transactions in connection
therewith, the “IPO Transactions”);


 


WHEREAS, in
connection with the IPO Transactions, the Company wishes to offer employment to
the Executive, and the Executive wishes to accept such offer, on the terms set
forth below; and


 


WHEREAS, the
Company and the Executive intend for this Agreement to amend and restate in its
entirety the employment agreement entered into between the Company and the
Executive on October 31, 2005 (the “Prior Agreement”).


 


Accordingly,
the parties hereto agree as follows:


 


1.                                       Term.
 The Company hereby employs the
Executive, and the Executive hereby accepts such employment, for an initial
term commencing as of October 31, 2005 and ending on December 31,
2009, unless sooner terminated in accordance with the provisions of Section 4
or Section 5 (the period during which the Executive is employed hereunder
being hereinafter referred to as the “Term”).  The Term shall be subject to automatic
one-year renewals unless either party hereto notifies the other, in accordance
with Section 7.4, of non-renewal at least ninety (90) days prior to the
end of any such Term.  Notwithstanding
the employment of the Executive by the Company, the Company shall be entitled
to pay the Executive from the payroll of any subsidiary of the Company.


 


2.                                       Duties.  The Executive, in his capacity as Executive
Vice President and Chief Financial Officer shall, unless the Board of Trustees
of the Company (the “Board”) determines otherwise, report directly to the
Company’s Chief Executive Officer Mark R. Keller (or his successor) and
faithfully perform for the Company the duties of said office and shall perform
such other duties of an executive, managerial or administrative nature as shall
be specified and designated from time to time by the Board of Trustees of the
Company (the “Board”) (including the performance of services for, and serving
on the Board of Directors of, any subsidiary or affiliate of the Company
without any additional compensation). 
The Executive shall devote


 





















 


substantially all of the Executive’s business time and effort to the
performance of the Executive’s duties hereunder, provided that in no event
shall this sentence prohibit the Executive from performing other activities,
whether personal, charitable or business, so long as such activities do not materially
and adversely interfere with the Executive’s duties for the Company and do not
violate the provisions of the Noncompetition Agreement executed by the
Executive and the Company.   The Board
may delegate its authority to take any action under this Agreement to the
Compensation Committee of the Board of Trustees (the “Compensation
Committee”).


 


3.                                       Compensation.


 


3.1                                 Salary.  The Company shall pay the Executive during
the Term a base salary at the rate of $300,000 per annum (the “Annual Salary”), in accordance with the
customary payroll practices of the Company applicable to senior executives
generally.  The Annual Salary may be
increased annually by an amount as may be approved by the Board or the
Compensation Committee, and, upon such increase, the increased amount shall
thereafter be deemed to be the Annual Salary for purposes of this Agreement.


 


3.2                                 Bonus.  The Executive will be eligible to participate
in the Company’s annual bonus plan (the “Bonus Plan”),
the terms of which will be established by the Compensation Committee.  For each fiscal year, the Executive shall
have the opportunity to earn a bonus determined by the Committee in its sole
discretion, taking into consideration the relative contribution by the
Executive to the business of the Company and such other performance goals and
factors as the Committee deems relevant with the following targets: threshold
target – 50% of Salary; target – 80% of Salary; and above target –
100% of salary; provided, however that, no minimum bonus amount is guaranteed.


 


3.3                                 Share-Based
Compensation—IPO Award. 
The Executive may be awarded such restricted shares, share options and
other equity-based awards under the Company’s equity compensation plans (“Equity Awards”) as the Compensation Committee determines to
be appropriate.  Upon the IPO, the
Executive shall receive an award of restricted shares, subject to the terms and
conditions of the Company’s 2005 Omnibus Long-Term Incentive Plan, equal to 28,932
restricted shares.  Such restricted
shares shall be fully vested; provided, that, the sale, transfer or other
disposition of the restricted shares by the Executive shall be prohibited until
July 1, 2007, subject to the terms and conditions of the Company’s 2005
Omnibus Long-Term Incentive Plan.  Notwithstanding the foregoing, the Executive
may transfer such restricted shares (i) as a bona fide gift or gifts or by
will or intestacy, or (ii) to any trust for the direct or indirect benefit
of the Executive or the immediate family of the Executive, provided that any
such transfer shall not involve a disposition for value.  The Company shall pay to the Executive a cash
bonus equal to $289,315, which cash bonus shall be withheld by the Company, to
the extent necessary, to pay the withholding taxes associated with the restricted
share grant and the cash bonus.


 


3.4                                 Benefits –
In General.  The Executive
shall be permitted during the Term to participate in any group life,
hospitalization or disability insurance plans, health programs, pension and
profit sharing plans and similar benefits that may be available to members of
executive management of the Company generally, on the same terms as may be
applicable to such other executives, in each case to the extent that the
Executive is eligible under the terms of such plans or


 


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programs.  During the Term, the Company shall maintain
customary liability insurance for trustees and officers and list the Executive
as a covered officer.


 


With respect to each such benefit plan and program, service with the
Company or any of its affiliates (as applicable) shall be included for purposes
of determining eligibility to participate (including waiting periods, and
without being subject to any entry date requirement after the waiting period
has been satisfied), vesting (as applicable) and entitlement to benefits. The
medical plan or plans maintained by the Company shall waive all limitations as
to pre-existing conditions, exclusions and waiting periods with respect to
participation and coverage requirements. With respect to vacation benefits
provided by the Company, the vacation benefit of Executive shall include all
hours of accrued but unused vacation and sick time hours, respectively, with the
Company or any of its affiliates.


 


3.5                                 Vacation.  During the Term, the Executive shall be
entitled to vacation of four (4) weeks per year.


 


3.6                                 Expenses.  The Company shall pay or reimburse the
Executive for all ordinary and reasonable out-of-pocket expenses actually
incurred (and, in the case of reimbursement, paid) by the Executive during the
Term in the performance of the Executive’s services under this Agreement;
provided that the Executive submits such expenses in accordance with the
policies applicable to senior executives of the Company generally.


 


4.                                       Termination
upon Death or Disability.  If the
Executive dies during the Term, the obligations of the Company to or with
respect to the Executive shall terminate in their entirety except as otherwise
provided under this Section 4.  If
the Executive becomes eligible for disability benefits under the Company’s
long-term disability plans and arrangements (or, if none apply, would have been
so eligible under the most recent plan or arrangement), the Company shall have
the right, to the extent permitted by law, to terminate the employment of the
Executive upon notice in writing to the Executive and such termination in and
of itself shall not be, nor shall it be deemed to be, a breach of this
Agreement; provided, that, the Company will have no right to terminate the
Executive’s employment if, in the opinion of a qualified physician reasonably
acceptable to the Company, it is reasonably certain that the Executive will be
able to resume the Executive’s duties on a regular full-time basis within 90
days of the date the Executive receives notice of such termination.


 


Upon death or other termination of employment by virtue of disability (i) the
Executive (or the Executive’s estate or beneficiaries in the case of the death
of the Executive) shall have no right to receive any compensation or benefit
hereunder on and after the Effective Date of the Termination other than Annual
Salary earned and accrued under this Agreement prior to the Effective Date of
the Termination, any bonus for the prior year not yet paid, and other benefits,
including payment for accrued but unused vacation, earned and accrued under
this Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for expenses incurred but not paid prior to
the Effective Date of the Termination) and an amount equal to the product of
(x) the Executive’s Target Annual Bonus (hereafter defined) for the fiscal year
of the Executive’s death or disability and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Effective
Date of the Termination, and the denominator of


 


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which is 365; (ii) all Equity Awards held by the Executive shall
become fully vested and exercisable; and (iii) this Agreement shall
otherwise terminate upon the Effective Date of the Termination and there shall
be no further rights with respect to the Executive hereunder (except as
provided in Section 7.13).  For
purposes of this Section 4, (i) the “Effective
Date of the Termination” shall mean the date of death or the date on
which a notice of termination by virtue of disability is given or any later
date (within thirty (30) days after the giving of such notice) set forth in
such notice of termination, and (ii) ”Target Annual Bonus”
shall mean 80% of the Executive’s Salary.


 


For the avoidance of doubt, the Executive acknowledges and agrees that
the payments set forth in this Section 4 constitute liquidated damages for
termination of his employment during the Term upon death or by virtue of
disability.


 


5.                                       Other
Terminations of Employment.


 


5.1                                 Termination
for Cause; Termination of Employment by the Executive Without Good Reason.


 


(a)                                  For purposes of this
Agreement, “Cause” shall mean:


 


(i)                                     the Executive’s conviction
for (or pleading nolo contendere to) any felony;


 


(ii)                                  the Executive’s
commission of an act of fraud, theft or dishonesty related to the business of
the Company or its affiliates or the performance of the Executive’s duties
hereunder;


 


(iii)                               the willful and
continuing failure or habitual neglect by the Executive to perform the
Executive’s duties hereunder;


 


(iv)                              any material violation by
the Executive of the covenants contained in Section 6 or that certain
Non-Competition Agreement dated as of the date hereof between the Executive and
the Company (the “Non-Competition Agreement”);
or


 


(v)                                 the Executive’s
willful and continuing material breach of this Agreement.


 


For purposes
of this Section 5.1, no act, or failure to act, by Executive shall be
considered “willful” unless committed in bad faith and without a reasonable
belief that the act or omission was in the best interests of the Company or its
subsidiaries.  Notwithstanding the
foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Cause under clause (iii), (iv) or (v) above,
the Executive shall have 30 days from the date written notice is given by the
Company of such event or condition to cure such event or condition and, if the
Executive does so, such event or condition shall not constitute Cause
hereunder.


 


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(b)                                 For purposes of this
Agreement, “Good Reason” shall
mean, unless otherwise consented to by the Executive:


 


(i)                                     the material
reduction of the Executive’s authority, duties and responsibilities, or the
assignment to the Executive of duties materially and adversely inconsistent
with the Executive’s position or positions with the Company and its
subsidiaries;


 


(ii)                                  a reduction in Annual
Salary of the Executive except in connection with a reduction in compensation
generally applicable to senior management employees of the Company;


 


(iii)                               the failure by the
Company to obtain an agreement in form and substance reasonably satisfactory to
the Executive from any successor to the business of the Company to assume and
agree to perform this Agreement;


 


(iv)                              a requirement by the
Company that the Executive’s work location be moved more than fifty (50) miles
from the Company’s principal place of business in Washington, D.C.; or


 


(v)                                 the Company’s material
and willful breach of this Agreement.


 


Notwithstanding
the foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Good Reason under clause (i), (ii), (iv) or (v) above,
the Company shall have 30 days from the date on which the Executive gives the
written notice thereof to cure such event or condition and, if the Company does
so, such event or condition shall not constitute Good Reason hereunder.  Further, an event or condition shall cease to
constitute Good Reason one (1) year after the event or condition first
occurs or at any time at which there exists an event or condition which serves
as the basis of a termination of the Executive’s employment for Cause.


 


(c)                                  The Company may
terminate the Executive’s employment hereunder for Cause and such termination
in and of itself shall not be, nor shall it be deemed to be, a breach of this
Agreement.  If the Company terminates the
Executive for Cause, (i) the Executive shall have no right to receive any
compensation or benefit hereunder on and after the Effective Date of the
Termination other than Annual Salary and other benefits, including payment for
accrued but unused vacation (but excluding any bonuses except as provided in
the Bonus Plan) earned and accrued under this Agreement prior to the Effective
Date of the Termination (and reimbursement under this Agreement for expenses
incurred but not paid prior to the Effective Date of the Termination); and (ii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination and
the Executive shall have no further rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(c), the
“Effective Date of the Termination”
shall mean the date on which a notice of termination is given or any later date
(within thirty (30) days after the giving of such notice) set forth in such
notice of termination.


 


(d)                                 The Executive may
terminate his employment without Good Reason. 
If the Executive terminates the Executive’s employment with the Company
without Good


 


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Reason: (i) the Executive shall have no right to receive any
compensation or benefit hereunder on and after the Effective Date of the
Termination other than Annual Salary and other benefits, including payment for
accrued but unused vacation (but excluding any bonuses except as provided in
the Bonus Plan) earned and accrued under this Agreement prior to the Effective
Date of the Termination (and reimbursement under this Agreement for expenses
incurred but not paid prior to the Effective Date of the Termination); and (ii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and the Executive shall have no further rights hereunder (except as provided in
Section 7.13).  For purposes of this
Section 5.1(d), the “Effective Date of
the Termination” shall mean the date on which a notice of
termination is given or any later date (within thirty (30) days after the
giving of such notice) set forth in such notice of termination.


 


(e)                                  In
the event the Company elects not to renew this Agreement as contemplated in Section 1
above, the Executive shall receive (i) a cash payment equal to one (1) times
the sum of: (x) the Executive’s Annual Salary in effect on the day of
expiration of the Term, and (y) the average bonus actually paid to the
Executive with respect to the prior three (3) calendar years, payable no
later than 30 days after the day of expiration of the Term; and (ii) all
Equity Awards held by the Executive shall become fully vested and exercisable
and Section 5.2 shall not apply.


 


5.2                                 Termination
Without Cause; Termination for Good Reason. 
The Company may terminate the Executive’s employment at any time without
Cause, for any reason or no reason and the Executive may terminate the
Executive’s employment with the Company for Good Reason.  If the Company or the Executive terminates
the Executive’s employment and such termination is not described in Section 4
or Section 5.1:


 


(a) the
Executive shall have no right to receive any compensation or benefit hereunder
on and after the Effective Date of the Termination other than Annual Salary earned
and accrued under this Agreement prior to the Effective Date of the
Termination, any bonus for the prior year not yet paid, and other benefits,
including payment for accrued but unused vacation, earned and accrued under
this Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for expenses incurred but not paid prior to
the Effective Date of the Termination) and an amount equal to the product of
(x) the Executive’s Target Annual Bonus for the fiscal year of the Executive’s
termination of employment and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Effective Date of the
Termination, and the denominator of which is 365;


 


(b) the
Executive shall receive a cash payment equal to the Severance Payment payable
no later than 30 days after the Effective Date of the Termination;


 


(c) for
thirty (30) months after the Effective Date of the Termination, the Company
shall continue medical, prescription and dental benefits to the Executive
and/or the Executive’s family at least equal to those which would have been
provided to them in accordance with the welfare benefit plans, practices,
policies and programs provided by the Company to the extent applicable
generally to other peer employees of the Company and its affiliated companies,
as if the Executive’s employment had not been terminated; provided, however,
that if the Executive becomes reemployed with another employer and is eligible
to receive medical, prescription and dental benefits under another employer
provided plan, the medical, prescription and dental


 


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benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility;


 


(d) all
Equity Awards held by the Executive shall become fully vested and exercisable;
and


 


(e) this
Agreement shall otherwise terminate upon the Effective Date of the Termination and
the Executive shall have no further rights hereunder (except as provided in Section 7.13).


 


The “Severance Payment” means two and one-half (2
1/2) times the sum of:  (i) the Executive’s
Annual Salary in effect on the day of termination and (ii) the Executive’s
Average Annual Bonus.  The Executive’s “Average Annual Bonus” means the average
bonus actually paid to the Executive with respect to the prior three (3) calendar
years, or if greater, 80% of his Annual Salary. 
For purposes of this Section 5.2, the “Effective Date of the Termination” shall mean the date on
which a notice of termination is given or any later date (within thirty (30)
days after the giving of such notice) set forth in such notice of termination,
or in the case of termination of employment by the Executive for Good Reason,
the date of termination specified in such Executive’s notice of termination.  The Company shall not be required to make the
payments and provide the benefits specified in Sections 5.2(b), 5.2(c), and 5.2(d) unless
the Executive executes and delivers to the Company an agreement releasing the
Company, its affiliates and its officers, directors and employees from all
liability (other than the payments and benefits under this Agreement)
substantially in the form set forth attached hereto as Exhibit A
and such agreement has become effective and irrevocable.


 


5.3                                 Nature
of Payments.  For the avoidance of
doubt, the Executive acknowledges and agrees that the payments set forth in
this Section 5 constitute liquidated damages for termination of his
employment during the Term.


 


6.                                       Confidential
and Proprietary Information.


 


6.1                                 Confidential
Information.  The Executive shall
keep secret and retain in strictest confidence, and shall not use for his
personal benefit or the benefit of others or directly or indirectly disclose,
except as may be required or appropriate in connection with his carrying out
his duties under this Agreement, all confidential information, knowledge or
data relating to the Company or any of its affiliates, or to the Company’s or
any such affiliate’s respective businesses and investments (including
confidential information of others that has come into the possession of the
Company or any such affiliate), learned by the Executive heretofore or
hereafter directly or indirectly from the Company or any of its affiliates and
which is not generally available lawfully and without breach of confidential or
other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except
with the Company’s express written consent or as may otherwise be required by
law or any legal process.


 


6.2                                 Return
of Documents; Rights to Products. 
All memoranda, notes, lists, records, property and any other tangible
product and documents (and all copies thereof) made, produced or compiled by
the Executive or made available to the Executive concerning the businesses and
investments of the Company and its affiliates shall be the Company’s property
and


 


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shall be delivered to the Company at any time on request.  The Executive shall assign to the Company all
rights to trade secrets and other products relating to the Company’s business
developed by him alone or in conjunction with others at any time while employed
by the Company.


 


6.3                                 Rights
and Remedies upon Breach.  The
Executive acknowledges and agrees that any breach by him of any of the
provisions of this Section 6 (the “Restrictive Covenants”) would result in
irreparable injury and damage for which money damages would not provide an
adequate remedy.  Therefore, if the
Executive breaches, or threatens to commit a breach of, any of the Restrictive
Covenants, the Company and its affiliates shall have the right and remedy to
have the Restrictive Covenants specifically enforced (without posting bond and
without the need to prove damages) by any court having equity jurisdiction,
including, without limitation, the right to an entry against the Executive of
restraining orders and injunctions (preliminary, mandatory, temporary and
permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants.  This
right and remedy shall be in addition to, and not in lieu of, any other rights
and remedies available to the Company and its affiliates under law or in equity
(including, without limitation, the recovery of damages).  The existence of any claim or cause of action
by the Executive, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement of the Restrictive Covenants.


 


7.                                       Other
Provisions.


 


7.1                                 Severability.  The Executive acknowledges and agrees that
the Executive has had an opportunity to seek advice of counsel in connection
with this Agreement.  If it is determined
that any of the provisions of this Agreement, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not
thereby be affected and shall be given full affect, without regard to the
invalid portions.


 


7.2                                 Enforceability;
Jurisdictions.  The Company and the
Executive intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
the Restrictive Covenants.  If the courts
of any one or more of such jurisdictions hold the Restrictive Covenants wholly
unenforceable by reason of breadth of scope or otherwise it is the intention of
the Company and the Executive that such determination not bar or in any way
affect the Company’s right, or the right of any of its affiliates, to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction’s being, for this purpose,
severable, diverse and independent covenants, subject, where appropriate, to
the doctrine of res judicata.


 


7.3                                 Attorneys’
Fees.  In the event of any legal
proceeding relating to this Agreement or any term or provision thereof, the
losing party shall be responsible to pay or reimburse the prevailing party for
all reasonable attorneys’ fees incurred by the prevailing party in connection
with such proceeding; provided, however, the Executive shall not be required to
pay or reimburse the Company unless the claim or defense asserted by the
Executive was unreasonable.


 


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7.4                                 Notices.  All notices, requests, demands, claims, and
other communications hereunder shall be in writing.  Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly delivered (i) two business
days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) when received if it is sent by facsimile
communication during normal business hours on a business day or one business
day after it is sent by facsimile and received if sent other than during
business hours on a business day, (iii) one business day after it is sent
via a reputable overnight courier service, charges prepaid, or (iv) when
received if it is delivered by hand, in each case to the intended recipient as
set forth below:


 


(i)            if
to the Executive, to the address set forth in the records of the Company


 


(ii)           if
to the Company


 


Republic Property Trust


1280 Maryland Avenue


Suite 280


Washington, D.C. 20024


Attn:  General Counsel


Facsimile: (202) 863-4049


 


with copies in either case (which shall not constitute

notice) to:


 


Hogan & Hartson L.L.P.


555 13th Street, NW

Washington, DC 20004

Attention:  Stuart A. Barr, Esq.

Facsimile:  (202) 637-5910


 


Any such
person may by notice given in accordance with this Section to the other
parties hereto designate another address or person for receipt by such person
of notices hereunder.


 


7.5                                 Entire
Agreement.  This Agreement, together
with the exhibits hereto and the Noncompetition Agreement, contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with the Company or its
subsidiaries (or any predecessor of either).


 


7.6                                 Waivers
and Amendments.  This Agreement may
be amended, superseded, canceled, renewed or extended, and the terms hereof may
be waived, only by a written instrument signed by the parties or, in the case
of a waiver, by the party waiving compliance. 
No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any such right, power or privilege nor any single or
partial exercise of any such right, power or privilege, preclude any other or
further exercise thereof or the exercise of any other such right, power or
privilege.


 


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7.7                                 GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF
COLUMBIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


7.8                                 Assignment.  This Agreement, and the Executive’s rights
and obligations hereunder, may not be assigned by the Executive; any purported
assignment by the Executive in violation hereof shall be null and void.  In the event of any Change in Control, the
Company may assign this Agreement and its rights hereunder.


 


7.9                                 Withholding.  The Company shall be entitled to withhold
from any payments or deemed payments any amount of withholding required by
law.  No other taxes, fees, impositions,
duties or other charges or offsets of any kind shall be deducted or withheld
from amounts payable hereunder, unless otherwise required by law.


 


7.10                           No
Duty to Mitigate.  The Executive
shall not be required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking other employment or otherwise, nor will any
payments hereunder be subject to offset in the event the Executive does
mitigate.


 


7.11                           Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors, permitted assigns, heirs, executors and legal representatives.


 


7.12                           Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original but all such counterparts together shall constitute one
and the same instrument.  Each
counterpart may consist of two copies hereof each signed by one of the parties
hereto.


 


7.13                           Survival.  Anything contained in this Agreement to the
contrary notwithstanding, the provisions of Sections 6 and 7 (to the extent
necessary to effectuate the survival of Sections 6 and 7) shall survive
termination of this Agreement and any termination of the Executive’s employment
hereunder.


 


7.14                           Existing
Agreements.  Executive represents to
the Company that the Executive is not subject or a party to any employment or
consulting agreement, non-competition covenant or other agreement, covenant or
understanding which might prohibit the Executive from executing this Agreement
or limit the Executive’s ability to fulfill the Executive’s responsibilities
hereunder.


 


7.15                           Headings.  The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.


 


7.16                           Parachute
Provisions.  If any amount payable to
or other benefit receivable by the Executive pursuant to this Agreement is
deemed to constitute a Parachute Payment (as defined below), alone or when
added to any other amount payable or paid to or other benefit receivable or
received by the Executive which is deemed to constitute a Parachute Payment
(whether or not under an existing plan, arrangement or other agreement), and
would result in the


 


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imposition on the Executive of an excise tax under Section 4999 of
the Internal Revenue Code of 1986, as amended, then, in addition to any other
benefits to which the Executive is entitled under this Agreement, the Executive
shall be paid by the Company an amount in cash equal to the sum of the excise
taxes payable by the Executive by reason of receiving Parachute Payments plus
the amount necessary to put the Executive in the same after-tax position
(taking into account any and all applicable federal, state and local excise,
income or other taxes at the highest applicable rates on such Parachute
Payments and on any payments under this Section 7.16 ) as if no excise
taxes had been imposed with respect to Parachute Payments.  The amount of any payment under this Section 7.16
shall be computed by a certified public accounting firm mutually and reasonably
acceptable to the Executive and the Company, the computation expenses of which
shall be paid by the Company.  “Parachute Payment” shall mean any payment
deemed to constitute a “parachute payment” as defined in Section 280G of
the Internal Revenue Code of 1986, as amended.


 


7.17                           Section 409A.  Notwithstanding anything to the contrary
contained herein, in the event that either the Company or the Executive
determines in good faith that one or more payments under this Agreement that
become payable after the Executive separates from service with the Company
would be subject to the additional 20% tax imposed by Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”),
prior to making any such payments, the Company and the Executive shall confer
with each other and unless the Company and the Executive mutually determine
that the additional 20% tax imposed by Section 409A of the Code will not
be applicable, such payments under this Agreement shall not commence until six
months after the Executive separates from service with the Company to the
extent necessary to avoid the imposition of the additional 20% tax imposed by Section 409A
of the Code.  Any payments that are
required to be delayed as a result of this Section 7.17 shall be made on
or about the earliest date on which the payment would not result in the
additional tax imposed by Section 409A of the Code.


 


7.18                           Certain
Definitions.  For purposes of this
Agreement:


 


(a)                                  an “affiliate” of any
person means another person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such first person, and includes subsidiaries.


 


(b)                                 A “business day” means
the period from 9:00 am to 5:00 pm on any weekday that is not a banking holiday
in New York City, New York.


 


(c)                                  A “subsidiary” of any
person means another person, an amount of the voting securities, other voting
ownership or voting partnership interests of which is sufficient to elect at
least a majority of its board of directors or other governing body (or, if
there are no such voting interests or no board of directors or other governing
body, 50% or more of the equity interests of which) is owned directly or
indirectly by such first person.


 


7.19                           Prior
Agreement.  The Company and the
Executive agree and acknowledge that this Agreement amends and restates the
Prior Agreement in its entirety.


 


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IN WITNESS
WHEREOF, the parties hereto have signed their names as of the day and year
first above written.


 


	
   

  	
  REPUBLIC PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name:

  	
  Mark R. Keller

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael Green

  	
   

  
	
   

  	
  MICHAEL GREEN

  



 


 


[Signature Page to Employment Agreement]


 


12





















 


EXHIBIT A


 


RELEASE
AND WAIVER OF CLAIMS


 


THIS RELEASE
is made as of this         day of                  ,          ,
by and between Republic Property Trust (the “Company”) and Michael Green (“Executive”).


 


WHEREAS,
Executive and the Company entered into that certain Employment Agreement, dated                            ,
2005 (“Agreement”);


 


WHEREAS,
Executive’s employment with the Company as Executive Vice President and Chief
Financial Officer has terminated; and


 


WHEREAS, in
connection with the termination of Executive’s employment, under the Agreement,
Executive is entitled to certain payments and other benefits.


 


NOW,
THEREFORE, in consideration of the severance payments and other benefits due Executive
under the Agreement (“Severance Payments”):


 


1.                                       Executive hereby for himself, and his heirs,
agents, executors, successors, assigns and administrators (collectively, the “Related
Parties”), intending to be legally bound, does hereby REMISE, RELEASE AND
FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, joint
ventures, and its and their officers, directors, shareholders, employees,
predecessors, and partners, and its and their respective successors and
assigns, heirs, executors, and administrators (collectively, “Releasees”) from
all causes of action, suits, debts, claims and demands whatsoever in law or in
equity, which Executive ever had, now has, or hereafter may have, or which the
Related Parties may have, by reason of any matter, cause or thing whatsoever,
from the beginning of his initial dealings with the Company to the date of this
Release, and particularly, but without limitation of the foregoing general
terms, any claims arising from or relating in any way to his employment
relationship with Company, the terms and conditions of that employment
relationship, and the termination of that employment relationship, including,
but not limited to, any claims arising under the Age Discrimination in
Employment Act (“ADEA”), as amended, 29 U.S.C. ss. 621 et seq., the Older
Worker’s Benefit Protection Act, 29 U.S.C. ss. 626(f)(1), Title VII of The
Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000e et seq., the Civil
Rights Act of 1871, the Civil Rights Act of 1991, the Americans with
Disabilities Act, 42 U.S.C. ss. 12101-12213, the Rehabilitation Act, the Family
and Medical Leave Act of 1993 (“FMLA”), 29 U.S.C. ss. 2601 et seq., the Fair
Labor Standards Act, and any other claims under any federal, state or local
common law, statutory, or regulatory provision, now or hereafter recognized,
and any claims for attorneys’ fees and costs, but not including such claims to
payments, benefits and other rights provided Executive under the Agreement and
any employee benefit plan of the Company in which Executive is a
participant.  This Release is effective
without regard to the legal nature of the claims raised and without regard to
whether any such claims are based upon tort, equity, implied or express
contract or discrimination of any sort. 
Except as specifically provided herein, it is expressly understood and
agreed that this Release shall operate as a clear and unequivocal waiver by
Executive of any claim for accrued or unpaid wages, benefits or any other type
of payment other than as provided under the Agreement and any employee benefit


 





















 


plan of
the Company in which Executive is a participant.  It is the intention of the parties to make
this release as broad and as general as the law permits as to the claims
released hereunder.


 


2.                                       Executive further agrees and recognizes that he
has permanently and irrevocably severed his employment relationship with the
Company, that he shall not seek employment with the Company or any affiliated
entity at any time in the future, and that the Company has no obligation to
employ him in the future.


 


3.                                       The parties agree and acknowledge that the
Agreement, and the settlement and termination of any asserted or unasserted
claims against the Releasees pursuant to the Agreement, are not and shall not
be construed to be an admission of any violation of any federal, state or local
statute or regulation, or of any duty owed by any of the Releasees to
Executive.


 


4.                                       Executive certifies and acknowledges as follows:


 


(a)                                  That he has read the
terms of this Release, and that he understands its terms and effects, including
the fact that he has agreed to RELEASE AND FOREVER DISCHARGE all Releasees from
any legal action or other liability of any type related in any way to the
matters released pursuant to this Release other than as provided in the
Agreement and in this Release;


 


(b)                                 That he has signed
this Release voluntarily and knowingly in exchange for the consideration
described herein, which he acknowledges is adequate and satisfactory to him and
which he acknowledges is in addition to any other benefits to which he is
otherwise entitled;


 


(c)                                  That he has been and
is hereby advised in writing to consult with an attorney prior to signing this
Release;


 


(d)                                 That he does not waive
rights or claims that may arise after the date this Release is executed;


 


(e)                                  That he has been
informed that he has the right to consider this Release and Waiver of Claims
for a period of 21 days from receipt, and he has signed on the date indicated
below after concluding that this Release and Waiver of Claims is satisfactory
to him; and


 


(f)                                    That neither the
Company, nor any of its directors, employees, or attorneys, has made any
representations to him concerning the terms or effects of this Release and
Waiver of Claims other than those contained herein.


 


(g)                                 That he has not filed,
and will not hereafter file, any claim against the Company relating to his
employment and/or cessation of employment with the Company, or otherwise
involving facts that occurred on or prior to the date that Executive has signed
this Release and Waiver of Claims, other than a claim that the Company has
failed to pay Executive the Severance Payments or benefits due under any
employee benefit plan of the Company in which Executive is a participant.


 


2





















 


(h)                                 That if he commences,
continues, joins in, or in any other manner attempts to assert any claim
released herein against the Company, or otherwise violates the terms of this
Release and Waiver of Claims, (i) the Executive will cease to have any
further rights to Severance Payments from the Company, and (ii) the
Executive shall be required to return any Severance Payments made to the
Executive by the Company (together with interest thereon).


 


(i)                                     Executive
acknowledges that he may later discover facts different from or in addition to
those which he knows or believes to be true now, and he agrees that, in such
event, this Release and Waiver of Claims shall nevertheless remain effective in
all respects, notwithstanding such different or additional facts or the
discovery of those facts.


 


5.                                       This Release and Waiver of Claims may not be
introduced in any legal or administrative proceeding, or other similar forum,
except one concerning a breach of this Release and Waiver of Claims.


 


6.                                       This Release and Waiver of Claims and the
Agreement constitute the complete understanding between Executive and the
Company concerning the subject matter hereof. 
No other promises or agreements will be binding unless signed by
Executive and the Company.


 


7.                                       In the event that any provision or portion of this
Release and Waiver of Claims shall be determined to be invalid or unenforceable
for any reason, the remaining provisions or portions of this Release and Waiver
of Claims shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.


 


8.                                       The respective rights and obligations of the
parties hereunder shall survive termination of this Release and Waiver of
Claims to the extent necessary for the intended preservation of such rights and
obligations.


 


9.                                       This Release and Waiver of Claims shall be
governed by and construed and interpreted in accordance with the laws of the
State of Delaware without reference to the principles of conflict of law.


 


10.                                 Executive also understands that he has the right
to revoke this Release and Waiver of Claims within 7 days after execution, and
that this Release and Waiver of Claims will not become effective or enforceable
until the revocation period has expired, by giving written notice to the
following:


 


Republic
Property Trust

1280 Maryland Avenue, Suite 280


Washington,
D.C. 20024


Attn: General
Counsel

Facsimile No.:(202) 863-4049


 


IN WITNESS
WHEREOF, and intending to be legally bound hereby, the parties execute the
foregoing Release and Waiver of Claims:


 


	
   

  	
   

  
	
   

  	
  Michael
  Green

  



 


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