<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
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EXHIBIT 4.1
FORM
OF
RESTRICTED STOCK AWARD AGREEMENT
To: Date of Grant: Number of Shares:
Trammell Crow Company, a Delaware corporation (the "Company"), is
pleased to grant you (the "Award") an aggregate of ____________ shares (the
"Restricted Shares") of the Company's authorized Common Stock, par value
$0.01 per share, subject to the terms and conditions set forth in this
Restricted Stock Award Agreement (this "Agreement"). The Award is
specifically made subject to execution by you of this Agreement, the
effectiveness of a registration statement for such shares under the
Securities Act of 1933 and the approval of a listing application for the
shares on the New York Stock Exchange. The Award is NOT governed by the
Trammell Crow Company Long-Term Incentive Plan, which was adopted effective
as of August 22, 1997.
THIS AGREEMENT SETS FORTH THE TERMS OF THE AGREEMENT BETWEEN YOU AND
THE COMPANY WITH RESPECT TO THE RESTRICTED SHARES. BY ACCEPTING THIS
AGREEMENT, YOU AGREE TO BE BOUND BY ALL OF THE TERMS HEREOF.
1. DEFINITIONS. As used in this Agreement, the following
terms have the meanings set forth below:
(a) "Award" has the meaning set forth in the first
paragraph of this Agreement.
(b) "Board of Directors" means the board of directors of
the Company.
(c) "Business Day" means any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of Texas are
authorized or obligated by law or executive order to close.
(d) "Cause" means termination of your employment by the
Company because of: (i) your conviction of, or plea of nolo contendere to, a
felony or crime involving moral turpitude; (ii) your personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule or
regulation (other than minor traffic violations or similar offenses) or
breach of fiduciary duty which involves personal profit; (iii) your
commission of material mismanagement in the conduct of your duties as
assigned to you by the Board of Directors or your supervising officer or
officers of the Company or any Subsidiary; (iv) your willful failure to
execute or comply with the policy of the Company or any of its Subsidiaries
or your stated duties as established by the Board of Directors or your
supervising officer or officers of the Company or any Subsidiary or your
intentional failure to perform your stated duties; or (v) substance abuse or
addiction by you.
(e) "Change in Control" means the occurrence of any of the
following events:
(i) The acquisition by any Person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either (x) the then outstanding shares
of Common Stock of the Company (the "OUTSTANDING COMPANY COMMON STOCK")
or (y) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "OUTSTANDING COMPANY VOTING SECURITIES"); PROVIDED,
HOWEVER, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company, (B) any acquisition by the
Company, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C)
of paragraph (iii) below; or
(ii) Individuals who, as of the Date of Grant,
constitute the Board of Directors cease for any reason to constitute at
least a majority of the Incumbent Board; or
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(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company or an acquisition of assets of another
corporation (a "BUSINESS COMBINATION"), in each case, unless, following
such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the Company resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company, or
all or substantially all of the Company's assets either directly or
through one or more Subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or the corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership
of the corporation existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
(iv) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(f) "Common Stock" means the authorized common stock, par
value $.01 per share, as described in the Company's Certificate of
Incorporation.
(g) "Date of Grant" means _________, 2000.
(h) "Disability" shall have the meaning given it in any
employment agreement between you and the Company; provided, however, that if
you have no employment agreement, "Disability" shall mean a physical or
mental impairment of sufficient severity that, in the opinion of the Company,
either you are unable to continue performing the duties you performed before
such impairment or your condition entitles you to disability benefits under
any insurance or employee benefit plan of the Company or its Subsidiaries and
that impairment or condition is cited by the Company as the reason for
termination of your employment.
(i) "Employee" means any employee of the Company or of any
of its Subsidiaries, including officers and directors of the Company who are
also employees of the Company or of any of its Subsidiaries.
(j) "Exchange Act" means the Securities Exchange Act of 1934.
(k) "Fair Market Value" means, for a particular day:
(i) If shares of Stock of the same class are listed
or admitted to unlisted trading privileges on any national or regional
securities exchange at the date of determining the Fair Market Value,
then the last reported sale price, regular way, on the composite tape
of that exchange on the last Business Day before the date in question
or, if no such sale takes place on that Business Day, the average of
the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to unlisted trading
privileges on that securities exchange; or
(ii) If shares of Stock of the same class are not
listed or admitted to unlisted trading privileges as provided in
Paragraph 1(k)(i) and if sales prices for shares of Stock of the same
class in the over-the-counter market are reported by the NASDAQ
National Market System (or a similar system then in use) at the date of
determining the Fair Market Value, then the last reported sales price
so reported on the last
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Business Day before the date in question or, if no such sale takes
place on that Business Day, the average of the high bid and low asked
prices so reported; or
(iii) If shares of Stock of the same class are not
listed or admitted to unlisted trading privileges as provided in
Paragraph 1(k)(i) and sales prices for shares of Stock of the same
class are not reported by the NASDAQ National Market System (or a
similar system then in use) as provided in Paragraph 1(k)(ii), and if
bid and asked prices for shares of Stock of the same class in the
over-the-counter market are reported by NASDAQ (or, if not so reported,
by the National Quotation Bureau Incorporated) at the date of
determining the Fair Market Value, then the average of the high bid and
low asked prices on the last Business Day before the date in question;
or
(iv) If shares of Stock of the same class are not
listed or admitted to unlisted trading privileges as provided in
Paragraph 1(k)(i) and sales prices or bid and asked prices therefor are
not reported by NASDAQ (or the National Quotation Bureau Incorporated)
as provided in Paragraph 1(k)(ii) or Paragraph 1(k)(iii) at the date of
determining the Fair Market Value, then the value determined in good
faith by the Company, which determination shall be conclusive for all
purposes; or
(v) If shares of Stock of the same class are listed
or admitted to unlisted trading privileges as provided in Paragraph
1(k)(i) or sales prices or bid and asked prices therefor are reported
by NASDAQ (or the National Quotation Bureau Incorporated) as provided
in Paragraph 1(k)(ii), Paragraph 1(k)(iii) or Paragraph 1(k)(iv) at the
date of determining the Fair Market Value, but the volume of trading is
so low that the Board of Directors determines in good faith that such
prices are not indicative of the fair value of the Stock, then the
value determined in good faith by the Company, which determination
shall be conclusive for all purposes notwithstanding the provisions of
Paragraphs l(k)(i), (ii), (iii) or (iv).
(l) "Incumbent Board" means the individuals who, as of the
Date of Grant, constitute the Board of Directors and any other individual who
becomes a director of the Company after that date and whose election or
appointment by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Incumbent Board.
(m) "Non-Surviving Event" means an event of Restructure as
described in either subparagraph (ii) or (iii) of Paragraph 1(o).
(n) "Person" means any person or entity of any nature
whatsoever, specifically including (but not limited to) an individual, a
firm, a company, a corporation, a limited liability company, a partnership, a
trust or other entity. A Person, together with that Person's affiliates and
associates (as those terms are defined in Rule 12b-2 under the Exchange Act
for purposes of this definition only), and any Persons acting as a
partnership, limited partnership, joint venture, association, syndicate or
other group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), or otherwise acting jointly or in concert or in a coordinated
or consciously parallel manner (whether or not pursuant to any express
agreement), for the purpose of acquiring, holding, voting or disposing of
securities of the Company with that Person, shall be deemed a single "Person."
(o) "Restructure" means the occurrence of any one or more
of the following:
(i) The merger or consolidation of the Company with
any Person, whether effected as a single transaction or a series of
related transactions, with the Company remaining the continuing or
surviving entity of that merger or consolidation and the Stock
remaining outstanding and not changed into or exchanged for stock or
other securities of any other Person or of the Company, cash or other
property;
(ii) The merger or consolidation of the Company with
any Person, whether effected as a single transaction or a series of
related transactions, with (i) the Company not being the continuing or
surviving entity of that merger or consolidation or (ii) the Company
remaining the continuing or surviving
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entity of that merger or consolidation but all or a part of the
outstanding shares of Stock are changed into or exchanged for stock or
other securities of any other Person or the Company, cash, or other
property; or
(iii) The transfer, directly or indirectly, of all or
substantially all of the assets of the Company (whether by sale,
merger, consolidation, liquidation or otherwise) to any Person whether
effected as a single transaction or a series of related transactions.
(p) "Retirement" means your separation from employment with
the Company and its Subsidiaries on account of retirement.
(q) "Stock" means Common Stock, or any other securities
that are substituted for Stock as provided in Paragraph 7.
(r) "Subsidiary" means, with respect to any Person, any
corporation, limited partnership, limited liability company or other entity
of which a majority of the voting power of the voting equity securities or
equity interest is owned, directly or indirectly, by that Person.
2. ESCROW OF RESTRICTED SHARES. The Company shall issue in your
name the Restricted Shares and retain the Restricted Shares until the
restrictions on such Restricted Shares expire as described in Paragraph 5 of
this Agreement or the Restricted Shares are forfeited as contemplated in
Paragraph 4 of this Agreement. You hereby agree that the Company shall hold
the Restricted Shares pursuant to the terms of this Agreement until such time
as they are either delivered to you or canceled pursuant to this Agreement.
3. OWNERSHIP OF RESTRICTED SHARES. From and after the time that
the Restricted Shares has been issued in your name, you will be entitled to
all the rights of absolute ownership of the Restricted Shares, including the
right to vote those shares and to receive dividends thereon if, as, and when
declared by the Board of Directors of the Company, subject, however, to the
terms, conditions and restrictions set forth in this Agreement.
4. RESTRICTIONS; FORFEITURE. The Restricted Shares are
restricted in that they may not be sold, transferred or otherwise alienated or
hypothecated until such restrictions are removed or expire as described in
Paragraph 5 of this Agreement. The Restricted Shares are also subject to
forfeiture at the Company's election as set forth in this Agreement if your
employment with the Company is terminated on or prior to ________, 2005
(either by you or by the Company), subject to the provisions set forth in
Paragraph 8(a) of this Agreement. You hereby agree that if the Restricted
Shares are forfeited as provided in this Paragraph 4, the Company shall have
the right to cancel the Restricted Shares or, at the Company's election,
transfer the Restricted Shares to the Company to be held by the Company in
treasury or any designee of the Company. You acknowledge and agree that the
Company may place a stop transfer order on the Restricted Shares, and that
such stop transfer order may not be lifted without the Company's consent.
5. EXPIRATION OF RESTRICTIONS AND RISK OF FORFEITURE. The
restrictions on all of the Restricted Shares granted pursuant to this
Agreement will expire on _______, 2005; provided, however, that such
restrictions will expire on that date only if you have been an Employee
continuously from the Date of Grant through _______, 2005. The Company may, in
its discretion, prospectively reduce the restriction period applicable to the
Restricted Shares and the period during which the Restricted Shares may be
forfeited as contemplated in Paragraph 4 of this Agreement.
6. CHANGES IN ACCOUNTING RULES. Notwithstanding any other
provision of this Agreement to the contrary, if any changes in the financial
or tax accounting rules applicable to the Award shall occur that, in the sole
judgement of the Board of Directors, may have a material adverse effect on the
reported earnings, assets or liabilities of the Company, the Company shall
have the right and power to modify this Agreement as necessary with respect to
any then outstanding Restricted Shares as to which the applicable restrictions
have not expired.
7. ADJUSTMENT PROVISIONS.
(a) ADJUSTMENT OF AWARD. The terms of the Award and the
number of Restricted Shares granted hereunder shall be subject to adjustment,
from time to time, in accordance with the following provisions:
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(i) If at any time or from time to time, the Company
shall subdivide as a whole (by reclassification, by a Stock split, by
the issuance of a distribution on Stock payable in Stock or otherwise)
the number of shares of Stock then outstanding into a greater number of
shares of Stock, then the number of Restricted Shares granted under the
Award shall be increased proportionately.
(ii) If at any time or from time to time the Company
shall consolidate as a whole (by reclassification, reverse Stock split,
or otherwise) the number of shares of Stock then outstanding into a
lesser number of shares of Stock, the number of Restricted Shares
granted under the Award shall be decreased proportionately.
(iii) Whenever the number of Restricted Shares
subject to the Award is required to be adjusted as provided in this
Paragraph 7(a), the Company shall, within thirty (30) days following
such adjustment, prepare and give to you a notice setting forth, in
reasonable detail, the event requiring adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the
change in the number of Restricted Shares subject to the Award after
giving effect to the adjustment.
(iv) Adjustments under Paragraphs 7(a)(i) and (ii)
shall be made by the Company, and its determination as to what
adjustments shall be made and the extent thereof shall be final,
binding and conclusive. No fractional interest shall be issued on
account of any such adjustments.
(b) CHANGE IN CONTROL. Upon the occurrence of a Change in
Control, but only if approved by the Company, the restriction period on all
Restricted Shares described in Paragraph 4 of this Agreement shall
immediately be accelerated, such restrictions shall expire and the Restricted
Shares shall no longer be subject to forfeiture. If a Change in Control
involves a Restructure or occurs in connection with a series of related
transactions involving a Restructure and if such Restructure is in the form
of a Non-Surviving Event and as a part of such Restructure shares of stock,
other securities, cash or property shall be issuable or deliverable in
exchange for Stock, then you shall be entitled to receive (in lieu of the
number of Restricted Shares as to which the restriction period has not
expired) the number of shares of stock, other securities, cash or property to
which that number of Restricted Shares (assuming that the restriction period
had expired) would have been entitled in connection with such Restructure.
(c) RESTRUCTURE AND NO CHANGE IN CONTROL. In the event a
Restructure should occur at any time prior to the expiration of the
restrictions described in Paragraph 4 hereof and that Restructure does not
occur in connection with a Change in Control or in connection with a series
of related transactions involving a Change in Control, then the restriction
period of the Restricted Shares shall not immediately be accelerated nor
shall the restrictions expire merely because of the occurrence of the
Restructure.
8. TERMINATION OF EMPLOYMENT.
(a) TERMINATION AFTER CHANGE IN CONTROL. Notwithstanding
the terms and provisions set forth in Paragraph 7(b), if your employment
relationship with the Company and its Subsidiaries is terminated after, but
within one year from, the occurrence of a Change in Control and such
termination is by the Company and is for any reason other than Cause, then
the restriction period of the Restricted Shares shall immediately be
accelerated and the restrictions shall expire.
(b) OTHER TERMINATION. Subject to Paragraph 8(a), if your
employment relationship with the Company and its Subsidiaries is terminated
for any reason, including Retirement, but other than for your death or
Disability, then that portion, if any, of this Award for which restrictions
have not lapsed as of the date of termination shall become null and void;
provided, however, that the portion, if any, of this Award for which
restrictions have expired as of the date of such termination shall survive
such termination.
9. DEATH. Upon your death, the restriction period of the
Restricted Shares shall immediately be accelerated and the restrictions shall
expire.
10. DISABILITY. If your employment relationship is terminated by
reason of your Disability, then the restriction period of the Restricted
Shares shall immediately be accelerated and the restrictions shall expire.
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11. LEAVE OF ABSENCE. With respect to the Award, the Company
may, in its sole discretion, determine that if you are on leave of absence for
any reason you will be considered to still be in the employ of the Company,
provided that rights to the Restricted Shares during a leave of absence will
be limited to the extent to which those rights were earned or vested when the
leave of absence began.
12. DELIVERY OF CERTIFICATES OF STOCK. Promptly following the
expiration of the restrictions on the Restricted Shares as contemplated in
Paragraph 5 of this Agreement, and subject to Paragraph 13, the Company shall
cause to be issued and delivered to you or your designee a certificate
representing the number of Restricted Shares as to which restrictions have
lapsed, free of any restrictive legend relating to the lapsed restrictions,
upon receipt by the Company of any tax withholding as may be requested. The
value of such Restricted Shares shall not bear any interest owing to the
passage of time.
13. CONDITIONS TO DELIVERY OF STOCK. Nothing herein shall
require the Company to issue any shares with respect to the Award if that
issuance would, in the opinion of counsel for the Company, constitute a
violation of the Securities Act of 1933 or any similar or superseding statute
or statutes, any other applicable statute or regulation, or the rules of any
applicable securities exchange or securities association, as then in effect.
14. SECURITIES ACT LEGEND. Certificates for shares of Stock,
when issued, may have the following legend, or statements of other applicable
restrictions endorsed thereon and may not be immediately transferable:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.
This legend shall not be required for shares of Stock registered pursuant to
an effective registration statement under the Securities Act of 1933.
In addition, if any certificate representing all or part of the
Restricted Shares is issued prior to the expiration of the restrictions as
set forth in Paragraph 5, such certificates will also contain a legend
regarding such restrictions, which legend shall be in a form acceptable to
the Company in its sole discretion.
15. FURNISH INFORMATION. You agree to furnish to the Company all
information requested by the Company to enable it to comply with any reporting
or other requirement imposed upon the Company by or under any applicable
statute or regulation.
16. REMEDIES. The Company shall be entitled to recover from you
reasonable attorneys' fees incurred in connection with the enforcement of the
terms and provisions of this Agreement whether by an action to enforce
specific performance or for damages for its breach or otherwise.
17. INFORMATION CONFIDENTIAL. As partial consideration for the
granting of the Award hereunder, you hereby agree with the Company that you
will keep confidential all information and knowledge that you have relating to
the terms and conditions of this Agreement; provided, however, that such
information may be disclosed as required by law and may be given in confidence
to your spouse, tax and financial advisors, or to a financial institution to
the extent that such information is necessary to secure a loan. In the event
any breach of this promise comes to the attention of the Company, it shall
take into consideration that breach in determining whether to recommend the
grant of any future similar award to you, as a factor militating against the
advisability of granting any such future award to you.
18. CONSIDERATION. No restriction on the Restricted Shares shall
lapse unless and until you have performed services for the Company or any of
its Subsidiaries that the Company believes is equal to or greater in value
than the par value of the Stock subject to this Award.
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19. PAYMENT OF TAXES. The Company may from time to time, in its
discretion, require you to pay to the Company (or the Company's Subsidiary if
you are an employee of a Subsidiary of the Company), the amount that the
Company deems necessary to satisfy the Company's or its Subsidiary's current
or future obligation to withhold federal, state or local income or other taxes
that you incur as a result of the Award. With respect to any required tax
withholding, you may (a) direct the Company to withhold from the shares of
Stock to be issued to you the number of shares necessary to satisfy the
Company's obligation to withhold taxes, that determination to be based on the
shares' Fair Market Value at the time as of which such determination is made;
(b) deliver to the Company sufficient shares of Stock to satisfy the Company's
tax withholding obligations, based on the shares' Fair Market Value at the
time as of which such determination is made; or (c) deliver sufficient cash to
the Company to satisfy its tax withholding obligations. If you elect to use
such a stock withholding feature, you must make the election at the time and
in the manner that the Company prescribes. The Company may, at its sole
option, deny your request to satisfy withholding obligations through Stock
instead of cash. In the event the Company subsequently determines that the
aggregate Fair Market Value (as determined above) of any shares of Stock
withheld as payment of any tax withholding obligation is insufficient to
discharge that tax withholding obligation, then you shall pay to the Company,
immediately upon the Company's request, the amount of that deficiency.
20. RIGHT OF THE COMPANY AND SUBSIDIARIES TO TERMINATE
EMPLOYMENT. Nothing contained in this Agreement shall confer upon you the
right to continue in the employ of the Company or any Subsidiary, or interfere
in any way with the rights of the Company or any Subsidiary to terminate your
employment at any time.
21. NO LIABILITY FOR GOOD FAITH DETERMINATIONS. The Company and
the members of the Board of Directors shall not be liable for any act,
omission or determination taken or made in good faith with respect to this
Agreement or the Restricted Shares granted hereunder.
22. EXCLUSION FROM PENSION AND PROFIT-SHARING COMPENSATION. You
hereby agree that this Award is special incentive compensation that will not
be taken into account in any manner as salary, compensation or bonus in
determining the amount of any payment under any pension, retirement or other
employee benefit plan of the Company or any Subsidiary. In addition, you
hereby agree that in the event of your death, each of your beneficiaries shall
be deemed to have agreed that this Award will not affect the amount of any
life insurance coverage, if any, provided by the Company or a Subsidiary on
your life that is payable to the beneficiary under any life insurance plan
covering employees of the Company or any Subsidiary.
23. EXECUTION OF RECEIPTS AND RELEASES. Any payment of cash or
any issuance or transfer of shares of Stock or other property to you, or to
your legal representative, heir, legatee or distributee, in accordance with
the provisions hereof, shall, to the extent thereof, be in full satisfaction
of all claims of such persons hereunder. The Company may require you or your
legal representative, heir, legatee or distributee, as a condition precedent
to such payment or issuance, to execute a release and receipt therefor in such
form as it shall determine.
24. NO GUARANTEE OF INTERESTS. The Board of Directors and the
Company do not guarantee the Stock of the Company from loss or depreciation.
25. COMPANY RECORDS. Records of the Company or its Subsidiaries
regarding your period of employment, termination of employment and the reason
therefor, leaves of absence, re-employment, and other matters shall be
conclusive for all purposes hereunder, unless determined by the Company to be
incorrect.
26. COMPANY ACTION. Any action required of the Company shall be
by resolution of its Board of Directors or by a person authorized to act by
resolution of the Board of Directors.
27. SEVERABILITY. If any provision of this Agreement is held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions hereof, but such provision shall be fully
severable and this Agreement shall be construed and enforced as if the illegal
or invalid provision had never been included herein.
28. NOTICES. Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail. Any such notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date on which it is personally delivered, or,
whether actually received or not, on the third Business Day after it is
deposited in the United States mail, certified or registered, postage prepaid,
addressed to the person who
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is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. The Company or you may
change, at any time and from time to time, by written notice to the other,
the address which it or he had previously specified for receiving notices.
The Company and you agree that any notices shall be given to the
Company or to you at the following addresses:
<TABLE>
<CAPTION>
<S> <C>
Company or Trammell Crow Company
Board of Directors: 2001 Ross Avenue, Suite 3400
Dallas, Texas 75201
Attn: Human Resources
Holder: At your current address as shown in the Company's records.
</TABLE>
29. WAIVER OF NOTICE. Any person entitled to notice hereunder
may waive such notice.
30. SUCCESSORS. This Agreement shall be binding upon you, your
legal representatives, heirs, legatees and distributees, and upon the Company,
its successors and assigns.
31. HEADINGS. The titles and headings of Paragraphs are included
for convenience of reference only and are not to be considered in construction
of the provisions hereof.
32. GOVERNING LAW. All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of Delaware except to the extent Delaware law is preempted by
federal law. The obligation of the Company to sell and deliver Stock hereunder
is subject to applicable laws and to the approval of any governmental
authority required in connection with the authorization, issuance, sale, or
delivery of such Stock.
33. WORD USAGE. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Agreement
dictates, the plural shall be read as the singular and the singular as the
plural.
34. NO ASSIGNMENT. You may not assign this Agreement or any of
your rights under this Agreement without the Company's prior written consent,
and any purported or attempted assignment without such prior written consent
shall be void.
[The remainder of this page is intentionally blank.]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer as of _______, 2000.
TRAMMELL CROW COMPANY
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
ACKNOWLEDGED AND AGREED:
-----------------------------
-----------------------------
S-1
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