Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


KAREN M. SINGER


 


This Employment Agreement (this “Agreement”), is made
and entered into as of the 28th day of November, 2005, by and between Corporate
Office Properties L.P., a Delaware limited partnership (the “Employer”), and
Corporate Office Properties Trust, a Maryland business trust (“COPT”), and
Karen M. Singer (the “Executive”).


 


RECITALS


 


A.            The
Employer (as referenced in the first paragraph) wishes to assure itself of the
continued services of the Executive for the period provided in this Agreement
and the Executive is willing to continue in the employ of the Employer on a
full-time basis for said period, and upon the other terms and conditions
hereinafter provided.


 


B.            The
Employer recognizes that circumstances may arise in which a change of control
of the Employer or COPT, through acquisition or otherwise, may occur, thereby
causing uncertainty of employment without regard to the competence or past
contributions of the Executive, and that such uncertainty may result in the
loss of valuable services of the Executive. Accordingly, the Employer and the
Executive wish to provide reasonable security to the Executive against changes
in the employment relationship in the event of any such change of control.


 


C.            COPT
has agreed to become a party to this Agreement for the purpose of assuming the
liabilities, obligations and duties of the Employer to the extent provided
herein.


 


NOW, THEREFORE, in consideration of the premises and
of the covenants and agreements hereinafter contained, it is covenanted and
agreed by and between the parties hereto as follows:


 


AGREEMENTS


 


1.             EFFECTIVE
DATE.  Notwithstanding the date of
execution hereof, this Agreement shall become effective as of September 15,
2005 (the “Effective Date”).


 


2.             POSITION
AND DUTIES.  As of the Effective Date,
the Employer hereby employs the Executive as Vice-President and General Counsel
of the Employer, or in such other capacity as shall be mutually agreed between
the Employer and the Executive. During the period of the Executive’s employment
hereunder, the Executive shall devote her best efforts and full business time,
energy, skills and attention to the business and affairs of the Employer.  The Executive’s duties and authority shall
consist of and include all duties and authority customarily performed and held
by persons holding equivalent positions with business organizations similar in
nature and size to the Employer, as such duties and authority are reasonably
defined, modified and delegated from time to time by the Board of Trustees of
the COPT (the “Board”). The Executive shall have the powers necessary to
perform the duties assigned to her, and shall be provided such supporting
services, staff, secretarial and other assistance, office space and


 





















 


accouterments as shall be reasonably necessary and appropriate in the
light of such assigned duties.


 


3.             COMPENSATION.  As compensation for the services to be
provided by the Executive hereunder, the Executive shall receive the following
compensation and other benefits:


 


(a)           BASE
SALARY.  The Executive shall receive an
aggregate annual minimum “Base Salary” at the annualized rate of One Hundred
Eighty-Nine Thousand Fifty-Five Dollars ($189,055) per annum, payable in
periodic installments in accordance with the regular payroll practices of the
Employer. Such Base Salary shall be subject to review annually by the Board and
Compensation Committee of COPT (“Compensation Committee”) during the term
hereof, in accordance with the established compensation policies of the Compensation
Committee.


 


(b)           PERFORMANCE
BONUS.  The Executive shall be entitled
to an annual cash “Performance Bonus,” which shall be determined by the Board
based upon the recommendation of the Compensation Committee.  Any amount due and payable to the Executive
under this paragraph (b) of Section 3 for any calendar year shall be paid to
the Executive no later than two and one-half months following the close of such
calendar year.


 


(c)           STOCK
OPTION/RESTRICTED SHARES.  Executive
shall be entitled to stock options and/or restricted shares as determined by
the Compensation Committee and the Board.


 


(d)           BENEFITS.  The Executive shall be entitled to
participate in all plans and benefits generally, from time to time, accorded to
employees of the Employer (“Benefit Plans”), all as determined by the Board
from time to time based upon the input of the Compensation Committee. Executive
shall also receive additional benefits as follows:


 


(i)            a seven hundred fifty dollars ($750)
per month automobile allowance; and


 


(ii)           two thousand dollars ($2000) per year
for personal financial planning and personal income tax preparation.


 


Any amounts due and payable to the Executive under this paragraph (d)
of Section 3 during any calendar year shall be paid to the Executive no later than
two and one-half months following the close of such calendar year.


 


(e)           WITHHOLDING.  The Employer shall be entitled to withhold,
from amounts payable to the Executive hereunder, any federal, state or local
withholding or other taxes or charges which it is from time to time required to
withhold. The Employer shall be entitled to rely upon the opinion of its
independent accountants, with regard to any question concerning the amount or
requirement of any such withholding.


 


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4.             TERM
AND TERMINATION.


 


(a)           BASIC
TERM.  The Executive’s employment
hereunder shall be for a five (5) year basic term (the “Basic Term”),
commencing as of the Effective Date. If either the Executive or the Employer
notifies the Compensation Committee in writing at least six (6) months but not
more than one (1) year prior to the expiration of the Basic Term that the
Agreement is set to terminate at the end of the Basic Term, the Agreement shall
automatically be extended after the Basic Term for a continuous, self-renewing
one (1) year term without further action of the parties unless either party
shall have served written notice on the other at least six (6) months prior to
the expiration of the Basic Term, that this Agreement shall terminate at the
end of the Basic Term.  If this Agreement
is extended beyond the Basic Term, either party may at any time thereafter give
written notice to the other party that the term of this Agreement will expire on
the date that is one (1) year following the date of such written notice.  Notwithstanding 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.


 


(b)           PREMATURE
TERMINATION.


 


(i)            In
the event of the termination of the employment of the Executive under this
Agreement by the Employer for any reason other than expiration of the term
hereof or any renewal term, termination upon disability in accordance with the
provisions of paragraph (g) of this Section 4, or a “for-cause” termination in
accordance with the provisions of paragraph (e) of this Section 4, then
notwithstanding any actual or allegedly available alternative employment or
other mitigation of damages by or available to the Executive, the Executive
shall be entitled to a “Termination Payment” equal to the sum of:  (w) one (1) times the rate of annualized Base
Salary then payable to the Executive, plus (x) one (1) times the average of the
three (3) most recent annual Performance Bonuses that the Executive received.
In the event of a termination governed by this paragraph (b) of Section 4, the
Employer shall also: (y) allow a period of eighteen (18) months following the
termination of employment for the Executive (but in no event beyond the
expiration of any option term or period specified in the option agreement with
the Executive) to exercise any options granted under any stock option or share
incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue
for the Executive (provided that such items are not available to her by virtue
of other employment secured after termination) the perquisites, plans and
benefits provided under the Employer’s Perquisite Policy and Benefit Plans as
of and after the date of termination, [all items in (z) being collectively
referred to as “Post-Termination Perquisites and Benefits”], for the lesser of
the number of full months the Executive has theretofore been employed by the
Employer or twelve (12) months following such termination. The payments and
benefits provided under (w), (x), (y) and (z) above by the Employer shall not
be offset against or diminish any other compensation or benefits accrued as of
the date of termination.


 


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(ii)           Notwithstanding the vesting schedule
otherwise applicable, in the event of a termination governed by this paragraph
(b) of Section 4, the Executive shall be fully vested in all of the Executive’s
options and restricted shares under any Stock Plan or similar program.


 


(iii)          Any cash payments to the Executive
under this paragraph (b) of Section 4 will be made monthly over twelve (12)
months, unless otherwise mutually agreed by the parties to minimize the
Executive’s tax burden in any year.


 


(c)           CONSTRUCTIVE
TERMINATION. If at any time during the term of this Agreement, except in
connection with a “for-cause” termination pursuant to paragraph (d) of this
Section 4, the Executive is Constructively Discharged (as hereinafter defined),
then the Executive shall have the right, by written notice to the Employer
given within one hundred and twenty (120) days of such Constructive Discharge,
to terminate her services hereunder, effective as of thirty (30) days after
such notice, and the Executive shall have no rights or obligations under this
Agreement other than as provided in Sections 5 and 6 hereof.  The Executive shall in such event be entitled
to a Termination Payment of Base Salary and Performance Bonus compensation as
well as all of the Post-Termination Perquisites and Benefits, as if such
termination of her employment had been effectuated pursuant to paragraph (b) of
this Section 4.


 


For purposes of this Agreement, the Executive shall be
deemed to have been “Constructively Discharged” upon the occurrence of any one
of the following events:


 


(i)            The Executive is not re-elected to,
or is removed from, the position with the Employer as set forth in Section 2
hereof, other than as a result of the Executive’s election or appointment to
positions of equal or superior scope and responsibility; or


 


(ii)           The Executive shall fail to be vested
by the Employer with the powers, authority and support services normally
attendant to any of said offices; or


 


(iii)          The Employer shall notify the
Executive that the employment of the Executive will be terminated or materially
modified in the future or that the Executive will be Constructively Discharged
in the future; or


 


(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, 8815 Centre Park Drive, Columbia, Maryland
21045, as of the Effective Date of this Agreement; or


 


(v)           The Employer otherwise commits a material
breach of its obligations under this Agreement.


 


(d)           TERMINATION
FOR CAUSE. The employment of the Executive and this Agreement may be terminated
“for-cause” as hereinafter defined. Termination “for- cause”


 


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shall mean the termination of employment on the basis or as a result of
(i) a violation by the Executive of any applicable law or regulation respecting
the business of the Employer; (ii) the Executive’s conviction of a felony or
any crime involving moral turpitude; (iii) any act of dishonesty or fraud, or
the Executive’s commission of an act which in the opinion of the Board
disqualifies the Executive from serving as an officer or director of the
Employer; (iv) the willful or negligent failure of the Executive to perform her
duties hereunder, which failure continues for a period of thirty (30) days
after written notice thereof is given to the Executive; or (v) a violation of
any provision of the Code of Business Conduct and Ethics.  In the event the Employer terminates the
Executive’s employment “for cause” under this paragraph (d) of Section 4, the
Executive shall be entitled only to the Base Salary through the date of the
termination of the Executive’s employment and any other additional benefit in
accordance with applicable plans, programs or agreements with the Employer; and
all such amounts shall be payable no later than two and one-half months
following the close of the calendar year in which such termination occurs.


 


(e)           TERMINATION
UPON DEATH. In the event payments are due and owing under this Agreement at the
death of the Executive, such payments shall be made to such beneficiary,
designee or fiduciary as Executive may have designated in writing, or failing
such designation, to the executor or administrator of her estate, in full
settlement and satisfaction of all claims and demands on behalf of the
Executive. Any cash payments shall be made no later than two and one-half
months following the close of the calendar year in which the Executive’s death
occurs.  Such payments shall be in
addition to any other death benefits of the Employer made available for the
benefit of the Executive, and in full settlement and satisfaction of all
payments provided for in this Agreement. 
Notwithstanding the vesting schedule otherwise applicable in the event
of a termination governed by this subparagraph (e) of Section 4, all of options
and restricted shares granted to the Executive under any Stock Plan or similar
program shall be fully vested.


 


(f)            TERMINATION
UPON DISABILITY. The Employer may terminate the Executive’s employment after
the Executive is determined to be disabled under the long-term disability
program of the Employer then covering the Executive or by a physician engaged
by the Employer and reasonably approved by the Executive. In the event of a
dispute regarding the Executive’s “disability,” such dispute shall be resolved
through arbitration as provided in paragraph (d) of Section 11 hereof, except
that the arbitrator appointed by the American Arbitration Association shall be
a duly licensed medical doctor. The Executive shall be entitled to the
compensation and benefits provided for under this Agreement during any period
of incapacitation occurring during the term of this Agreement, and occurring prior
to the establishment of the Executive’s “disability” during which the Executive
is unable to work due to a physical or mental infirmity. Notwithstanding
anything contained in this Agreement to the contrary, until the date specified
in a notice of termination relating to the Executive’s disability, the
Executive shall be entitled to return to her positions with the Employer as set
forth in this Agreement, in which event no disability of the Executive will be
deemed to have occurred.  Notwithstanding
the vesting schedule otherwise applicable, in the event of a termination
governed by this subparagraph (g) of Section 4, the Executive shall be fully
vested in all of the Executive’s options and restricted shares under any Stock
Plan or similar program.


 


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(g)           TERMINATION
UPON CHANGE OF CONTROL.


 


(i)            In the event of a Change in Control
(as defined below) and the termination of the Executive’s employment by
Executive or by the Employer under either 1 or 2 below, the Executive shall be
entitled to a Termination Payment equal to the sum of: (w) one (1) times the
rate of annualized Base Salary then payable to the Executive, plus (x) one (1)
times the average of the three (3) most recent annual Performance Bonuses that
the Executive received (or, if less, the average of the annual performance
Bonuses that the Executive has theretofore received..  The Employer shall also continue for the
Executive the Post-Termination Perquisites and Benefits for the same period and
to the same extent as provided in paragraph (b) of this Section 4; provided,
however, that notwithstanding the vesting schedule otherwise applicable,
immediately following a Change in Control (whether or not the Executive’s
employment is terminated), the Executive shall be fully vested in all of
Executive’s options and restricted shares outstanding under any Stock Plan or
similar program and shall be allowed a period of eighteen (18) months following
the termination of employment of the Executive for the Executive’s exercise of
such options. The following shall constitute termination under this paragraph:


 


1 .            The Executive terminates her
employment under this Agreement pursuant to a written notice to that effect
delivered to the Board within twelve (12) months after the occurrence of the
Change in Control.


 


2.             Executive’s employment is terminated, including
Constructively Discharged, by the Employer or its successor either in
contemplation of or after Change in Control, other than on a for-cause basis.


 


(ii)           For
purposes of this paragraph, the term “Change in Control” shall mean the
following occurring after the date of this Agreement:


 


1.             The consummation of the acquisition by any person, (as
such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act
of 1934, as amended (the “1934 Act”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or
more of the combined voting power embodied in the then outstanding voting
securities of COPT or the Employer; or


 


2.             Approval by the stockholders of COPT or the Employer of:
(1) a merger or consolidation of COPT or the Employer, if the stockholders of
COPT or the Employer immediately before such merger or consolidation do not, as
a result of such merger or consolidation, own, directly or indirectly, more
than fifty percent (50%) of the combined voting power of the then outstanding
voting securities of the entity resulting from such merger or consolidation in
substantially the same proportion as was represented by their ownership of the
combined voting power of the voting securities of COPT or the Employer


 


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outstanding immediately before such merger or
consolidation; or (2) a complete or substantial liquidation or dissolution, or
an agreement for the sale or other disposition, of all or substantially all of
the assets of COPT or the Employer.


 


Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because fifty percent (50%) or more of the
combined voting then outstanding securities is acquired by: (1) a trustee or
other fiduciary holding securities under one or more employee benefit plans
maintained for employees of the entity; or (2) any corporation or other entity
which, immediately prior to such acquisition, is owned directly or indirectly
by the stockholders of COPT or the Employer in the same proportion as their
ownership of stock in COPT or the Employer immediately prior to such
acquisition.


 


(iii)          Any
cash payments to the Executive under this paragraph (g) of Section 4 shall be
paid to the Executive no later than two and one-half months following the close
of the calendar year in which the Executive has a vested right to the payment.


 


(h)           VOLUNTARY
TERMINATION.  In the event of a
termination of employment by the Executive on her own initiative, other than a
termination due to death, disability or a Constructive Discharge, the Executive
shall have the same entitlements as provided in paragraph (d) of this Section 4
for a termination “for-cause.”


 


5.             CONFIDENTIALITY
AND LOYALTY. The Executive acknowledges that heretofore or hereafter during the
course of her employment she has produced and received, and may hereafter
produce, receive and otherwise have access to various materials, records, data,
trade secrets and information not generally available to the public
(collectively, “Confidential Information”) regarding the Employer and its
subsidiaries and affiliates. Accordingly, during and subsequent to termination
of this Agreement, the Executive shall hold in confidence and not directly or
indirectly disclose, use, copy or make lists of any such Confidential
Information, except to the extent that such information is or thereafter
becomes lawfully available from public sources, or such disclosure is
authorized in writing by the Employer, required by law or by any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with the performance by the Executive of
her duties hereunder. All records, files, documents, computer diskettes,
computer programs and other computer-generated material, as well as all other
materials or copies thereof relating to the Employer’s business, which the
Executive shall prepare or use, shall be and remain the sole property of the
Employer, shall not be removed from the Employer’s premises without its written
consent, and shall be promptly returned to the Employer upon termination of the
Executive’s employment hereunder. The Executive agrees to abide by the Employer’s
reasonable policies, as in effect from time to time, respecting confidentiality
and the avoidance of interests conflicting with those of the Employer.


 


6.             NON-COMPETITION COVENANT.


 


(a)           RESTRICTIVE COVENANT. The
Employer and the Executive have jointly reviewed the tenant lists, property
submittals, logs, broker lists, and operations of the Employer, and have agreed
that as an essential ingredient of and in consideration of this


 


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Agreement and the payment of the amounts described in Sections 3 and 4
hereof, the Executive hereby agrees that, except with the express prior written
consent of the Employer, for a period of twelve (12) months after the
termination of the Executive’s employment with the Employer for any reason
(including termination as a result of the expiration of the term so this
Agreement), (the “Restrictive Period”), she will not directly or indirectly
compete with the business of the Employer, including, but not by way of
limitation, by directly or indirectly owning, managing, operating, controlling,
financing, or by directly or indirectly serving as an employee, officer or
director of or consultant to, or by soliciting or inducing, or attempting to
solicit or induce, any employee or agent of Employer to terminate employment
with Employer and become employed by any person, firm, partnership,
corporation, trust or other entity which owns or operates a business similar to
that of the Employer (the “Restrictive Covenant”). For purposes of this
subparagraph (a), a business shall be considered “similar” to that of the
Employer if it is engaged in the acquisition, development, ownership,
operation, management or leasing of suburban office property in any geographic
market or submarket in which the Employer owns more than 1,000,000 s.f. of
properties either as of the date hereof or as of the date of termination of the
Executive’s employment. If the Executive violates the Restrictive Covenant and
the Employer brings legal action for injunctive or other relief, the Employer
shall not, as a result of the time involved in obtaining such relief, be
deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the
Restrictive Covenant shall be deemed to have the duration specified in this
paragraph (a) computed from the date the relief is granted but reduced by the
time between the period when the Restrictive Period began to run and the date
of the first violation of the Restrictive Covenant by the Executive. In the
event that a successor of the Employer assumes and agrees to perform this
Agreement or otherwise acquires the Employer, this Restrictive Covenant shall
continue to apply only to the primary service area of the Employer as it
existed immediately before such assumption or acquisition and shall not apply
to any of the successor’s other offices or markets. The foregoing Restrictive
Covenant shall not prohibit the Executive from owning, directly or indirectly,
capital stock or similar securities which are listed on a securities exchange
or quoted on the National Association of Securities Dealers Automated Quotation
System which do not represent more than five percent (5%) of the outstanding
capital stock of any corporation.


 


(b)           REMEDIES
FOR BREACH OF RESTRICTIVE COVENANT. The Executive acknowledges that the
restrictions contained in Sections 5 and 6 of this Agreement are reasonable and
necessary for the protection of the legitimate proprietary business interests
of the Employer; that any violation of these restrictions would cause
substantial injury to the Employer and such interests; that the Employer would
not have entered into this Agreement with the Executive without receiving the
additional consideration offered by the Executive in binding herself to these
restrictions; and that such restrictions were a material inducement to the
Employer to enter into this Agreement. In the event of any violation or
threatened violation of these restrictions, the Employer shall be relieved of
any further obligations under this Agreement, shall be entitled to any rights,
remedies or damages available at law, in equity or otherwise under this
Agreement, and shall be entitled to preliminary and temporary injunctive relief
granted by a court of competent jurisdiction to prevent or restrain any such
violation by the Executive and any and all persons directly or indirectly
acting for or with her, as the case may be, while awaiting the decision of the
arbitrator selected in accordance with paragraph (d) of Section 11 of this Agreement,
which decision, if rendered adverse to the Executive, may include permanent
injunctive relief to be granted by the court.


 


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7.             INTERCORPORATE
TRANSFERS. If the Executive shall be voluntarily transferred to an affiliate of
the Employer, such transfer shall not be deemed to terminate or modify this
Agreement, and the employing corporation to which the Executive shall have been
transferred shall, for all purposes of this Agreement, be construed as standing
in the same place and stead as the Employer as of the date of such transfer.
For purposes hereof, an affiliate of the Employer shall mean any corporation or
other entity directly or indirectly controlling, controlled by, or under common
control with the Employer. The Employer shall be secondarily liable to the
Executive for the obligations hereunder in the event the affiliate of the
Employer cannot or refuses to honor such obligations. For all relevant purposes
hereof, the tenure of the Executive shall be deemed to include the aggregate
term of her employment by the Employer or its affiliate.


 


8.             INTEREST
IN ASSETS. Neither the Executive nor her estate shall acquire hereunder any
rights in funds or assets of the Employer, otherwise than by and through the
actual payment of amounts payable hereunder; nor shall the Executive or her
estate have any power to transfer, assign (except into a trust for purposes of
estate planning), anticipate, hypothecate or otherwise encumber in advance any
of said payments; nor shall any of such payments be subject to seizure for the
payment of any debt, judgment, alimony, separate maintenance or be transferable
by operation of law in the event of bankruptcy, insolvency or otherwise of the
Executive.


 


9.             INDEMNIFICATION.


 


(a)           The
Employer shall provide the Executive (including her heirs, personal
representatives, executors and administrators), during the term of this
Agreement and thereafter throughout all applicable limitations periods, with
coverage under the Employer’s then-current directors’ and officers’ liability
insurance policy, at the Employer’s expense.


 


(b)           In
addition to the insurance coverage provided for in paragraph (a) of this
Section 9, the Employer shall defend, hold harmless and indemnify the Executive
(and her heirs, personal representatives, executors and administrators) to the
fullest extent permitted under applicable law, and subject to the requirements,
limitations and specifications set forth in the Bylaws and other organizational
documents of the Employer, against all expenses and liabilities reasonably
incurred by her in connection with or arising out of any action, suit or
proceeding in which she may be involved by reason of her having been an officer
of the Employer (whether or not she continues to be an officer at the time of
incurring such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys’ fees and
the cost of reasonable settlements.


 


(c)           In
the event the Executive becomes a party, or is threatened to be made a party,
to any action, suit or proceeding for which the Employer has agreed to provide
insurance coverage or indemnification under this Section 9, the Employer shall,
to the full extent permitted under applicable law, advance all expenses
(including the reasonable attorneys’ fees of the attorneys selected by Employer
and approved by Executive for the representation of the Executive), judgments,
fines and amounts paid in settlement (collectively “Expenses”) incurred by the Executive
in connection with the investigation, defense, settlement, or appeal of any


 


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threatened, pending or completed action, suit or proceeding, subject to
receipt by the Employer of a written undertaking from the Executive
covenanting: (i) to reimburse the Employer for all Expenses actually paid by
the Employer to or on behalf of the Executive in the event it shall be
ultimately determined that the Executive is not entitled to indemnification by
the Employer for such Expenses; and (ii) to assign to the Employer all rights
of the Executive to insurance proceeds, under any policy of directors’ and
officers’ liability insurance or otherwise, to the extent of the amount of
Expenses actually paid by the Employer to or on behalf of the Executive.


 


10.           ASSUMPTION
BY COPT.  By its execution of this
Agreement, and in consideration of the services provided by the Executive to
the Employer hereunder, COPT agrees to be secondarily liable to the Executive,
and shall assume the liabilities, obligations and duties of the Employer as
contained in this Agreement in the event the Employer cannot or refuses to
honor such obligations.


 


11.           GENERAL
PROVISIONS.


 


(a)           SUCCESSORS;
ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of
the Executive, the Employer and her and its respective personal
representatives, successors and assigns, and any successor or assign of the
Employer shall be deemed the “Employer” hereunder. The Employer shall require
any successor to all or substantially all of the business and/or assets of the
Employer, whether directly or indirectly, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Employer would be
required to perform if no such succession had taken place.  No rights or obligations of the Executive
under this Agreement may be assigned or transferred by the Executive other than
her rights to compensation and benefits, which may be transferred only by will
or by operation of law.


 


(b)           ENTIRE
AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire agreement
between the parties respecting the subject matter hereof, and supersedes all
prior negotiations, undertakings, agreements and arrangements with respect
thereto, whether written or oral. Except as otherwise explicitly provided
herein, this Agreement may not be amended or modified except by written
agreement signed by the Executive and the Employer.


 


(c)           ENFORCEMENT
AND GOVERNING LAW. The provisions of this Agreement shall be regarded as
divisible and separate; if any of said provisions should be declared invalid or
unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remaining provisions shall not be affected thereby. This
Agreement shall be construed and the legal relations of the parties hereto
shall be determined in accordance with the laws of the State of Maryland as it
constitutes the situs of the corporation and the employment hereunder, without
reference to the law regarding conflicts of law.


 


(d)           ARBITRATION.
Except as provided in paragraph (b) of Section 6, any dispute or controversy arising
under or in connection with this Agreement or the Executive’s employment by the
Employer shall be settled exclusively by arbitration, conducted by a single
arbitrator sitting in Columbia, MD in accordance with the rules of the American
Arbitration Association (the “AAA”) then in effect. The arbitrator shall be
selected by the parties from a list


 


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of eleven (11) arbitrators provided by the AAA, provided that no
arbitrator shall be related to or affiliated with either of the parties. No
later than ten (10) days after the list of proposed arbitrators is received by
the parties, the parties, or their respective representatives, shall meet at a
mutually convenient location in Columbia, Maryland, or telephonically. At that
meeting, the party who sought arbitration shall eliminate one (1) proposed
arbitrator and then the other party shall eliminate one (1) proposed
arbitrator. The parties shall continue to alternatively eliminate names from
the list of proposed arbitrators in this manner until each party has eliminated
five (5) proposed arbitrators. The remaining arbitrator shall arbitrate the
dispute. Each party shall submit, in writing, the specific requested action or
decision it wishes to take, or make, with respect to the matter in dispute, and
the arbitrator shall be obligated to choose one (1) party’s specific requested
action or decision, without being permitted to effectuate any compromise or
“new” position; provided, however, that the arbitrator is authorized to award
amounts not in dispute during the pendency of any dispute or controversy
arising under or in connection with this Agreement. The Employer shall bear the
cost of all counsel, experts or other representatives that are retained by both
parties, together with all costs of the arbitration proceeding, including,
without limitation, the fees, costs and expenses imposed or incurred by the
arbitrator; provided, however, that if the arbitrator determines that the claim
or defenses of the Executive were without reasonable basis, each party shall
bear her or its own cost. Judgment may be entered on the arbitrator’s award in
any court having jurisdiction; including, if applicable, entry of a permanent
injunction under paragraph (b) of Section 6.


 


(e)           PRESS
RELEASES AND PUBLIC DISCLOSURE. Any press release or other public communication
by either the Executive or the Employer with any other person concerning the
terms, conditions or circumstances of Executive’s employment, or the
termination of such employment, shall be subject to prior written approval of
both the Executive and the Employer, subject to the proviso that the Employer
shall be entitled to make requisite and appropriate public disclosure of the
terms of this Agreement, without the Executive’s consent or approval, as
required under applicable statutes, and the rules and regulations of the
Securities and Exchange Commission and the Stock Exchange on which the shares
of Employer or COPT may from time to time be listed.


 


(f)            WAIVER.
No waiver by either party at any time of any breach by the other party of, or
compliance with, any condition or provision of this Agreement to be performed
by the other party, shall be deemed a waiver of any similar or dissimilar
provisions or conditions at the same time or any prior or subsequent time.


 


(g)           NOTICES.
Notices given pursuant to this Agreement shall be in writing, and shall be
deemed given when received, and, if mailed, shall be mailed by United States
registered or certified mail, return receipt requested, postage prepaid.
Notices to the Employer shall be addressed to the principal headquarters of the
Employer, Attention: Chairman. Notices to the Executive shall be sent to the
address set forth below the Executive’s signature on this Agreement, or to such
other address as the party to be notified shall have given to the other.


 


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


 


 


	
  “Employer”

  	
  “Executive”

  
	
  Corporate Office Properties L.P., a

  	
   

  
	
  Delaware limited partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Randall M. Griffin

  	
   

  	
  /s/ Karen M. Singer

  	
   

  
	
   

  	
  Randall M. Griffin

  	
  Karen M. Singer

  
	
   

  	
  President and Chief Executive Officer

  	
  8815 Centre Park Drive, Suite 400

  
	
   

  	
  Columbia, MD 21045

  
	
   

  	
   

  
	
  Corporate Office Properties Trust, a Maryland

  	
   

  
	
  business trust

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Randall M. Griffin

  	
   

  
	
   

  	
  President & CEO

  
					



 


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