EX-10.40



 Exhibit 10.40 
 FIRST POTOMAC REALTY TRUST 
 2009 EQUITY COMPENSATION PLAN

 FORM OF RESTRICTED SHARE AGREEMENT 
 This RESTRICTED SHARE AGREEMENT, is entered into on             , 20            (the
“Agreement”), by and between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and the individual named above (the “Recipient”). Capitalized terms used but not otherwise defined in
this Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2009 Equity Compensation Plan, as amended (the “Plan”). 
 WHEREAS, on             , 20            (the “Date of Grant”), the
Compensation Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Company approved the grant, as of             , 20    , of a
Restricted Share Award, pursuant to which the Recipient shall receive common shares of beneficial interest, par value $0.001 per share (“Common Shares”), pursuant to and subject to the terms and conditions of the Plan. 

NOW, THEREFORE, in consideration of the Recipient’s services to the Company and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Number of Shares;
Restrictions. The Company hereby grants the Recipient a Restricted Share Award (the “Share Award”) of the number of Common Shares listed above (the “Restricted Shares”) pursuant to the terms of this Agreement and the
provisions of the Plan. The Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture until the lapse of the Restricted Period, as defined in Section 2
below. 
 2. Lapse of Restrictions; Restricted Period. Except as otherwise provided in the Recipient’s Employment
Agreement with the Company, if any, the restrictions set forth in Section 1 above shall lapse and a portion of the Restricted Shares shall become unrestricted and freely tradable as follows: 

3. Change of Control. The provisions of the Plan applicable to a Change of Control shall apply to the Restricted Shares, and in
the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. Notwithstanding the preceding sentence, if a Change of Control occurs, all of the Restricted Shares shall become immediately
unrestricted and freely transferable by the Recipient on the date of the Change of Control. 







 4. Rights of Shareholder. From and after the Date of Grant and for so long as the
Restricted Shares are held by or for the benefit of the Recipient, the Recipient shall have all the rights of a shareholder of the Company with respect to the Restricted Shares, including but not limited to the right to receive dividends and the
right to vote such Restricted Shares. Dividends paid on Restricted Shares shall be paid at the dividend payment date for the Common Shares in cash or in Common Shares. Shares distributed in connection with a Common Share split or Common Share
dividend shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Common Shares have been distributed. 
 5. Termination of Employment. Except as otherwise provided in the Recipient’s Employment Agreement with the Company, if any, in the event that Recipient ceases to be employed by the Company
for any reason prior to the lapse of the Restricted Period, then the Restricted Shares and any accrued but unpaid dividends that are at that time subject to restrictions set forth herein shall be forfeited to the Company without payment of any
consideration by the Company, and neither the Recipient or any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares or certificates. 

6. Miscellaneous. 
 (a) Entire Agreement. The Recipient’s Employment Agreement with the Company, if any, this Agreement and the Plan contain the entire understanding and agreement of the Company and the Recipient
concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto. 
 (b) Conflicting Provisions. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into this Agreement.
In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Recipient confirms that he or she has received a copy of the Plan and has
had an opportunity to review the contents thereof. Notwithstanding anything in this Section 6(b) to the contrary, the provisions of the Recipient’s Employment Agreement with the Company, if any, shall supersede any provisions of the Plan
and this Agreement. 
 (c) No Guarantee of Continued Service. The Recipient acknowledges and agrees that nothing herein
shall be deemed to create any implication concerning the adequacy of the Recipient’s services to the Company or any of its subsidiaries or shall be construed as an agreement by the Company or any of its subsidiaries, express or implied, to
employ the Recipient or contract for the Recipient’s services, to restrict the right of the Company or any of its subsidiaries to discharge the Recipient or cease contracting for the Recipient’s services or to modify, extend or otherwise
affect in any manner whatsoever, the terms of any employment agreement or contract for services that may exist between the Recipient and the Company or any of its subsidiaries. 







 (d) Assignment and Transfer. Except as the Committee may otherwise permit pursuant to
the Plan, the rights and interests of the Recipient under this Agreement may not be sold, assigned, encumbered, pledged, or otherwise transferred except in the event of the death of the Recipient, by will or by the laws of descent and distribution.
In the event of any attempt by the Recipient to sell, assign, encumber, pledge or otherwise transfer its rights and interests hereunder, except as provided in this Agreement, or in the event of the levy or any attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may terminate the Restricted Shares by notice to the Recipient, and the Restricted Shares and all rights hereunder shall thereupon become null and void. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company. This Agreement may be assigned by the Company without the Recipient’s consent. 
 (e) Withholding of Taxes. Upon a portion or all of the Restricted Shares becoming unrestricted, Recipient may elect to satisfy the Company’s tax withholding obligations by having shares
withheld up to an amount that does not exceed the Recipient’s minimum applicable withholding tax for federal (including FICA), state and local liabilities. 
 (f) Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the
provisions of this Agreement. 
 (g) Counterparts. This Agreement may be executed in counterparts, each of which when
signed by the Company or the Recipient will be deemed an original and all of which together will be deemed the same agreement. 

(h) Notices. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Secretary
at the headquarters of the Company, and any notice to the Recipient shall be addressed to the Recipient at the current address shown on the payroll of the Company, or such other address as the Recipient may designate to the Company in writing
pursuant to the procedures of this Section 6(g). Any notice shall be given by personal delivery, by first class U.S. Mail, or by facsimile. 
 (i) Amendments. Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto. 

(j) Governing Law. This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance
with the laws of the State of Maryland without giving effect to the choice of law principles thereof. 
 [Signatures follow on
next page.] 







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

							
	 	 	 	  	FIRST POTOMAC REALTY TRUST
	Attest:	 		  		  	
				
	  
	 		  	By:	  	  

	Eric Rogers	 		  		  	Krista Bean Dorrian
	Assistant Secretary	 		  		  	Vice President, Legal
		 		  		  	Secretary

 By clicking on the box above which states “I accept this grant”, I hereby accept the Share Award described in
this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all of the decisions and determinations of the Committee shall be final and binding. 

 

			
	RECIPIENT