8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 2005

CRT PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

FLORIDA

(State or Other Jurisdiction of Incorporation)

1-9997	59-2898045
Commission File Number)	(IRS Employer Identification No.)

225 NE MIZNER BOULEVARD, SUITE 200 BOCA RATON, FLORIDA	33432
(Address of Principal Executive Offices)	(Zip Code)

(561) 395-9666

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Reports)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

CRT Properties, Inc. Senior Management Compensation Plan.

On January 13, 2005, the Compensation Committee of the Board of Directors of CRT Properties, Inc. (the “Company”) approved the CRT Properties, Inc. Senior Management Compensation Plan (the “2005 Compensation Plan”), designed to motivate, retain and reward the Company’s executive officers based on the achievement of key business objectives while maintaining alignment of their interests with those of the Company’s shareholders. This plan is intended to replace the prior Compensation Plan For Senior Officers of CRT Properties, Inc. (the “2002 Compensation Plan”), although awards previously granted under the 2002 Compensation Plan remain outstanding. Participants eligible under the 2005 Compensation Plan are executive level employees designated by the Compensation Committee. The plan consists of four segments:

•   annual cash salary;

•   annual incentive compensation in the form of cash bonuses;

•   restricted stock awards to be earned over a five-year period; and

•   an outperformance grant to be earned over a three-year period and payable in the form of restricted stock.

Effective January 1, 2005, base annual salaries under the 2005 Compensation Plan for participating executives will be increased, ranging from 11% to 22%, in line with executive salaries at peer companies. Awards of cash bonus under the 2005 Compensation Plan will be made based on a participant’s individual performance and on the performance of the Company as a whole. With respect to measuring corporate performance, performance measures include funds from operations, cash available for distribution, net operating income, acquisition growth and other financial criteria.

Participants in the 2005 Compensation Plan will be granted restricted stock. Half of each restricted equity grant will vest in five equal installments of 10% per year and half will vest based on the Company’s achievement of threshold total return to shareholders over a five year period. Cash dividends will be paid on all shares including unvested portions. Non-cash dividends will be subject to vesting. In the event of a change in control of the Company during the vesting period, grants that are subject to time-based vesting would become fully vested and grants that are subject to performance-based vesting may become fully vested if performance hurdles, as prorated for the shortened performance period, are met.

To encourage management to “outperform” and to create shareholder value in excess of industry expectations in a “pay for performance” structure, a “performance pool” will be established under the plan in early 2008 if the Company’s total return to shareholders for the period 2005–2007 exceeds a formula-based benchmark. The size of the pool would be 5% of the outperformance amount, subject to a maximum pool of $15 million. Awards will be made in the form of restricted stock, half of which would vest upon issuance, 25% at December 31, 2008 and 25% at December 31, 2009. Cash dividends would be paid on all shares, including unvested portions. Non-cash dividends will be subject to vesting. The performance pool may be established earlier in the event a change in control of the Company occurs prior to December 31, 2007.

This summary description of the 2005 Compensation Plan is qualified in its entirety by reference to the full text of the plan as attached hereto as Exhibit 10.1 and by this reference made a part hereof. The form of restricted stock award agreement under the plan is attached as Exhibit 10.2 hereto and by this reference made a part hereof.

Employment Agreements with Messrs. Crocker and Brockwell.

On January 13, 2005, the Company entered into employment agreements with Thomas J. Crocker, the Company’s Chief Executive Officer, and Thomas C. Brockwell, the Company’s Executive Vice President. The new agreements will continue in effect until December 31, 2007 and will be extended automatically for additional one-year terms unless either party notifies the other party otherwise at least 90 days prior to the expiration of the applicable term. Pursuant to the agreements, Messrs. Crocker and Brockwell are entitled to receive an initial annual base salary of $500,000 and $375,000, respectively, subject to annual review for increases at the discretion of the Compensation Committee. Each executive is also entitled to participate in the 2005 Compensation Plan, pursuant to which he can receive cash bonuses and long-term incentive awards in the form of restricted stock.

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Upon termination of employment for any reason, each executive will receive his base salary and incentives earned on or before termination. If (i) Mr. Crocker’s employment is terminated by the Company for cause (as defined in his agreement) or voluntarily by Mr. Crocker other than for good reason (as defined in his agreement) or (ii) Mr. Brockwell’s employment is terminated by the Company for cause (as defined in his agreement), voluntarily by Mr. Brockwell for any reason (other than for good reason after a change in control as defined in his agreement) or if Mr. Brockwell’s employment is terminated due to his death or disability, neither executive will receive any additional pay or benefits and all unearned and unvested restricted stock and share units will be forfeited.

If either executive’s employment is terminated by the Company other than for death, disability or cause or by the executive for good reason (but in Mr. Brockwell’s case, only good reason within 12 months after a change in control), he will receive: (i) a lump sum equal to the product of the sum of (a) his annual base salary plus (b) the average annual cash bonus earned for the three preceding calendar years, multiplied by the number of months remaining in the term of the agreement (but not less than 24) divided by 12 (but in Mr. Crocker’s case in the event of termination by the Company without cause or by Mr. Crocker for good reason in anticipation of, or within 12 months after a change in control, multiplied by three); (ii) a prorated cash bonus under the 2005 Compensation Plan for the year of termination, determined and paid at the end of the year as if the executive’s employment had continued and as if certain target performance levels had been attained; (iii) vesting on outstanding long-term incentive awards as follows: earned but unvested share units and time-based restricted stock will become vested and payable; for any performance period ending after the termination date, the number of share units earned and performance-based restricted stock will be determined as if the performance period had ended and will become vested and payable if the performance target, as prorated for the shortened period, is met; (iv) the executive will receive a payment in the form of fully vested shares from the performance pool to be established under the 2005 Compensation Plan if the Company’s performance for the shortened period generated an outperformance amount; and (v) continued participation for the executive and his dependents, through the later of December 31, 2007 or the second anniversary (but in Mr. Brockwell’s case, the first anniversary) of his termination date, in all medical plans in which they were participating as of the termination date, on terms and conditions no less favorable than those generally applicable to other participants, with COBRA benefits available thereafter.

If the executive’s employment terminates as a result of expiration of the term of the agreement, any earned but unvested share units and time-based restricted stock will become vested and payable. If the applicable performance period did not end on or before the termination date, the number of share units and performance-based restricted stock earned will be determined as if the performance period had ended, and will become vested and payable if the performance target, as prorated for the shortened period, is met, except that if the executive provided the notice of non-renewal of the agreement, the number of share units and performance-based restricted stock will be prorated based on the total number of days in the shortened performance period relative to the total number of days in the original performance period. In addition, the executive will receive a payment in the form of fully vested shares from the performance pool to be established under the 2005 Compensation Plan if the Company’s performance for the shortened period generated an outperformance amount.

In the event of a change in control while the executive is still employed by the Company, he shall be entitled to the following with respect to his long-term incentive awards under the 2005 Compensation Plan and 2002 Compensation Plan: (i) any earned but unvested share units and time-based restricted stock will become vested and payable; (ii) if the applicable performance period did not end on or before the date of such change in control, the number of share units and performance-based restricted stock earned will be determined as if the performance period had ended and will become vested and payable if the performance target, as prorated for the shortened period, is met. In addition, the executive will receive a payment in the form of fully vested shares from the performance pool to be established under the 2005 Compensation Plan if the Company’s performance for the shortened period generated an outperformance amount.

The Company will make an additional tax gross-up payment to the executive if any payment or benefit made or provided to him would be subject to the excise tax imposed on any “excess parachute payments” under Section 4999 of the Internal Revenue Code. The agreement also provides certain non-competition provisions that apply during the term of the agreement and for a period of two years thereafter and that generally prohibit the executive from becoming employed in an executive capacity similar to the capacity in which he served the Company for certain similar entities.

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The summary description of the Employment Agreements with Messrs. Crocker and Brockwell is qualified in its entirety by reference to the full text of the Employment Agreements as attached hereto as Exhibits 10.3 and 10.4 and by this reference made a part hereof.

Participation Agreements with Executive Officers.

On January 13, 2005, the Company entered into participation agreements with each of:

•   S. Mark Cypert, Senior Vice President;

•   William J. Wedge, Senior Vice President, General Counsel and Corporate Secretary;

•   Christopher L. Becker, Senior Vice President;

•   Angelo J. Bianco, Vice President; and

•   Todd J. Amara, Vice President.

Each participation agreement sets forth the executive’s base salary and 2005 bonus opportunity, the grant of restricted stock under the 2005 Compensation Plan and the executive’s share of the performance pool if established under the 2005 Compensation Plan. In addition, each participation agreement provides that, subject to a release of claims, in the event a change in control occurs in 2005 and the executive is terminated within 12 months thereafter without cause, he would become entitled to a lump sum severance payment equal to two times the sum of the executive’s base salary and the executive’s average bonus earned for the three preceding calendar years. This summary description of the Participation Agreements is qualified in its entirety by reference to the full text of the form of Participation Agreement as attached hereto as Exhibit 10.5 and by this reference made a part hereof.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit
Number		Description of Exhibits
	10.1	CRT Properties, Inc. Senior Management Compensation Plan.
	10.2	Form of Restricted Stock Award Agreement
	10.3	Employment Agreement with Thomas J. Crocker
	10.4	Employment Agreement with Thomas C. Brockwell
	10.5	Form of Participation Agreement

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CRT PROPERTIES, INC.
Dated: January 14, 2005	By:	/s/ Steven A. Abney
		Steven A. Abney
		Title:	Vice President, Finance and Principal Accounting Officer

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EXHIBIT INDEX

     The following designated exhibits are filed herewith:

Exhibit
Number		Description of Exhibits
	10.1	CRT Properties, Inc. Senior Management Compensation Plan.
	10.2	Form of Restricted Stock Award Agreement
	10.3	Employment Agreement with Thomas J. Crocker
	10.4	Employment Agreement with Thomas C. Brockwell
	10.5	Form of Participation Agreement

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EX-10.1

EXHIBIT 10.1

CRT PROPERTIES, INC.

SENIOR MANAGEMENT COMPENSATION PLAN

     The provisions of the CRT Properties, Inc. Senior Management Compensation Plan (the “Plan”) apply to senior officers of CRT Properties, Inc. (the “Company”) selected to participate in the Plan by the Company’s Chief Executive Officer (the “CEO”) and approved by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The Plan is effective January 1, 2005.

     The Plan is administered by the Committee and consists of four segments: (1) an annual cash salary, (2) annual incentive compensation in the form of cash bonuses, (3) restricted stock awards with vesting 50% based on the passage of time and vesting 50% based on the Company achieving financial hurdles based on total return to shareholders over a five-year period and (4) an outperformance award payable in the form of restricted stock, with amounts dependent on the Company achieving superior performance in shareholder value created over a three-year period, and with service-based vesting over the following two years after any awards are made. All determinations as to bonuses and awards are made by the Committee, subject to ratification by the Company’s Board of Directors (the “Board”).

     1. Annual Cash Salary. The base salary for each executive selected to participate in the Plan (a “Participant”) is generally determined by the Committee prior to the beginning of each year, with the base salary so determined to be made effective January 1 of that year. The amount of the base salary for each Participant is based on recommendations of the CEO (with the exception of his own salary). The Committee also considers the salaries of individuals who perform comparable responsibilities for the members of a peer group (currently consisting of public office suburban REITs), individual performance, etc.

     2. Annual Cash Bonus. An annual cash bonus is determined by the Committee based partly on Company performance and partly on individual performance in meeting the objectives and goals for the Participant’s position. Individual performance may be based on achieving the objectives of the relevant business unit, meeting budgets, individual skills in working with other members of management, special project performance, professional growth, etc. Company performance may be based on funds from operation (“FFO”), cash available for distribution (“CAD”), net operating income, acquisition growth and other similar financial criteria. The allocation of the bonus opportunity between corporate and individual performance for each officer would be determined each year. The specific financial hurdles would be adjusted, as necessary, by the Committee to reflect subsequent stock splits, extraordinary dividends, offerings of common shares, acquisitions, changes in accounting rules, etc. The individual performance target would be adjusted for job changes.

     Provided that specified levels of performance against specified criteria are satisfied, Participants who remain employed through year-end (except as otherwise provided in a Participant’s participation letter or employment agreement) earn aggregate bonuses (based on a percentage of their salary for the year for which the award is made) for varying levels of performance, as follows:

	Levels of Performance
Executive	Threshold			Target			High
Thomas Crocker		35	%		65	%		100	%
Thomas Brockwell		30	%		60	%		100	%
William Wedge		30	%		60	%		90	%
Christopher Becker		30	%		60	%		90	%
Mark Cypert		30	%		60	%		90	%
Angelo Bianco		30	%		50	%		85	%
Todd Amara		30	%		50	%		85	%

     Performance levels are linear ranging from Threshold through Target to High, not steps.

     Achievement of the corporate performance objectives is measured against targets approved annually by the Committee. The performance targets used to determine achievement of individual performance objectives are determined by the Committee, in consultation with the CEO, on an annual basis. A letter designating the corporate and individual performance targets will be provided to each Participant no later than January 31 of each year.

     Bonuses are paid in cash, based on financial statements and other data for the year being measured, and are paid 80% within thirty days of completion by the Company of its unaudited financial statements for the year to which the bonus relates, with all remaining amounts paid immediately after computations are completed based on the audited financial statements for the Company to confirm the unaudited calculations. In any event, bonuses shall be paid out in full no later than 75 days after the end of the Company’s fiscal year.

     3. Restricted Stock Plan. The Restricted Stock Plan (“RSP”) is an integral part of the Plan and is effective as of January 1, 2005. The 2005 awards under the RSP are set forth on Exhibit A.

     The RSP is designed to increase stock ownership by senior management and to reward senior management for sustained, superior performance by the Company measured over five-year periods (each individual year in any such five-year period being a “vesting year”). The grant of restricted stock awards, if any, would be determined at the sole discretion of the Committee. The restricted stock award would vest 50% based on time and 50% based on Company performance over a five-year period. With respect to the time-based portion, as long as a Participant remains employed by the Company at the end of the vesting year in question (and except as otherwise provided in an applicable employment agreement), vesting would occur in five equal installments (20% per vesting year).

     Participants would vest in all or a portion of the other 50% of their restricted stock award over a five-year period based on achievement, for the performance period in question, of total shareholder return (“Company TSR”) per share of the Company’s common stock (assuming contemporaneous reinvestment, in shares, of all dividends and other distributions in respect of shares) that is equal to or greater than either (a) an average annually-compounded percentage return per share set forth on Exhibit A for the same performance period or (b) the percentage return of the “Morgan Stanley TSR” set forth on Exhibit A for the same performance period (the lower of (a) and (b) being the “Target TSR” for that performance period). For purposes of this Plan, “Morgan Stanley TSR” shall mean the weighted average total percentage return per share achieved by common shares of Office Suburban REITs that are included throughout the performance period as reported in Morgan Stanley’s Weekly Supplement on Real Estate Investment Trusts, and again assuming contemporaneous reinvestment, in REIT shares, of all dividends and other distributions. Company TSR shall be determined in the same manner as the Morgan Stanley TSR. In the event that Morgan Stanley TSR is no longer reported, the Committee and management will endeavor to select an appropriate replacement.

     Company TSR and Morgan Stanley TSR shall be measured following the end of each vesting year for both (A) the performance period that begins on January 1 of that year and ends on December 31 of that year and (B) the performance period that begins on January 1 of the original award year and ends on December 31 of the vesting year in question (the “Aggregate Performance Period”). If Company TSR for a vesting year is equal to or greater than the Target TSR for that vesting year, then each Participant shall vest in the corresponding performance-vesting portion of any restricted stock award. If the Company TSR for an Aggregate Performance Period is equal to or greater than the Target TSR for that Aggregate Performance Period, then each Participant shall vest in the performance-vesting portion of any restricted stock award that corresponds to any portion of the entire Aggregate Performance Period (i.e., both the vesting year in question and all previous vesting years for which the performance vesting portion of such award did not vest).

     Cash dividends will be paid to the Participants on all outstanding restricted stock awards, including any unvested portion. Any non-cash dividends or distributions will be subject to the same vesting provisions as the shares of restricted stock to which they relate.

     As a condition of grant, each Participant must agree that, during his or her employment, such Participant will not sell any Company shares acquired via awards under this Plan or its predecessor (other than (y) sales to satisfy for tax liabilities incurred in connection with equity awards under this Plan or its predecessor; (x) sales in connection with the sale, merger or consolidation of the Company; or (z) sales approved by the Committee or the Board) if, immediately following such sale, the total value (based on the reported closing price per share of

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Company common stock on the last day before the date of sale) of Company shares then “beneficially owned” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by such Participant would be less than the minimum holding requirements set forth below, based on multiples of his or her prior year’s annual salary as indicated below:

	Minimum Value of Shares To Be Held = Multiple Times
	Prior Year’s Annual Base Salary
Individual	Multiple of Salary
Thomas Crocker	5.0
Thomas Brockwell	3.5
William Wedge	2.5
Christopher Becker	2.5
Mark Cypert	2.5
Angelo Bianco	1.5
Todd Amana	1.5

     4. Outperformance Plan. The Outperformance Plan (“OPP”) is an integral part of the Plan and is effective January 1, 2005. The purpose of the OPP is to encourage management to “outperform” and to create shareholder value in excess of industry expectations in a “pay for performance” structure. In the event the Company’s performance for the performance period beginning January 1, 2005 and ending December 31, 2007 (the “Measurement Period”) generates an Outperformance Amount (as defined below), the Committee will establish a performance pool in early 2008. The size of the performance pool shall be determined by multiplying 5% times the Outperformance Amount, but in no event shall the size of the performance pool exceed $15 million.

     “Outperformance Amount” shall mean the amount by which the “Company Ending Value” exceeds the greater of (a) “Morgan Stanley REIT Ending Value” and (b) the “Company Minimum Return Value”.

     “Company Ending Value” shall mean an amount equal to the sum of (a) the aggregate market value of the Company’s outstanding common stock as of December 31, 2007 plus (b) a hypothetical amount equal to the market value as of December 31, 2007 of the additional shares that would have been outstanding if all dividends and other distributions in respect of the Company’s common stock made during the Measurement Period had been contemporaneously reinvested in newly issued shares of the Company’s common stock. The market value as of December 31, 2007 shall be based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to January 1, 2008.

     “Morgan Stanley REIT Ending Value” shall mean an amount equal to the aggregate value that would have resulted if a sum equal to the aggregate market value of the Company’s outstanding common stock as of December 31, 2004, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to January 1, 2005 (“Company Beginning Value”), had earned the percentage return set forth on Exhibit B of the Morgan Stanley TSR for the Measurement Period. Since the Morgan Stanley TSR is not indexed, the Morgan Stanley TSR compounded return for the Measurement Period will be created by taking the Company Beginning Value and applying the Morgan Stanley TSR monthly return, as reported in Morgan Stanley’s Weekly Supplement on Real Estate Investment Trusts, for each month through December 31, 2007. For any subsequent issuances of common stock by the Company (other than pursuant to option exercises or purchases through the Company’s Stock Investment Plan), the same methodology will be used, and the monthly return of the Morgan Stanley TSR will be applied to the value of the shares issued by the Company beginning with the month the additional common stock shares are issued.

     “Company Minimum Return Value” shall mean an amount representing (a) an annually-compounded return set forth on Exhibit B, through the end of the Measurement Period, on the Company Beginning Value, plus (b) an annually-compounded return set forth on Exhibit B, through the end of the Measurement Period on any proceeds received in respect of issuance of new shares of Company common stock (other than pursuant to option exercises or purchases through the Company’s Stock Investment Plan) from the time the proceeds were received by the Company through the end of the Measurement Period.

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     The allocation of the performance pool will be made pursuant to the percentages set forth in Exhibit B, but only to Participants employed on December 31, 2007 (except as otherwise provided in a Participant’s employment agreement). Awards (if any) will be made in early 2008 in the form of restricted stock, with the stock vesting 50% upon issuance, 25% on December 31, 2008, and 25% on December 31, 2009. Cash dividends will be paid to the Participants on all outstanding restricted stock awards, including any unvested portion. Any non-cash dividends or distributions will be subject to the same vesting provisions as the shares of restricted stock to which they relate. An illustrative calculation of the determination of the performance pool is included as Exhibit C.

     5. Change in Control. Except as otherwise provided in a participation letter (or employment agreement), in the event that a Change in Control (as defined below) occurs while a Participant is employed by the Company, the Participant shall be entitled to the following with respect to his or her equity awards and OPP under this Plan: (i) any restricted stock that vests based on continued employment and had not previously vested shall vest as of the date of such Change in Control; (ii) with respect to any shares that vest based on performance and had not previously vested, if a pertinent performance period has not ended on or prior to the date of such Change in Control (including, for this purpose, the full five-year performance period under Section 3), the number of shares earned by the Participant shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against pro rated target returns for the shortened performance period rather than the full target returns for the originally scheduled performance period), and any shares earned shall vest as of such date, without proration; (iii) with respect to the OPP, if such Change in Control occurs on or prior to the date that awards are made in respect of the OPP in early 2008, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) December 31, 2007 and (y) the date of such Change in Control, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (iv) except to the extent otherwise provided in an applicable deferral election of the Participant, any shares that vest pursuant to this paragraph shall pay out promptly after vesting. With respect to the OPP, the market value of the Company’s outstanding common stock shall be based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the date of the Change in Control.

     “Change in Control” shall mean the occurrence of any of the following events: (i) the Company ceases to be a publicly owned corporation having at least 500 stockholders; (ii) there occurs any event or series of events that would be required to be reported as a change of control in response to item 1(a) on a Form 8-K filed by the Company under the Securities Act of 1933 or in any other filing by the Company with the Securities and Exchange Commission unless the person, as that term is defined or used in Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934 (for purposes of this definition, “Person”), acquiring control is an affiliate of the Company as of the date the stockholders of the Company approved the CRT Properties, Inc. 1998 Equity and Cash Incentive Plan; (iii) the Company executes an agreement of acquisition, merger, or consolidation which contemplates that after the effective date provided for in the agreement all or substantially all of the business and/or assets of the Company will be controlled by another Person; provided, however, for purposes of this subparagraph (iii) that if such an agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured and if the voting shareholders of such other Person shall, immediately after such effective date, be substantially the same as the voting shareholders of the Company immediately prior to such effective date, the execution of such agreement shall not, by itself, constitute a Change in Control; (iv) any Person (other than the Company, a majority-owned subsidiary of the Company, an employee benefit plan maintained by the Company or a majority-owned subsidiary of the Company) becomes the beneficial owner, directly or indirectly (either as a result of the acquisition of securities or as the result of an arrangement or understanding, including the holding of proxies, with or among security holders), of securities of the Company representing 25% or more of the votes that could then be cast in an election for members of the Board unless within 15 days of being advised that such ownership level has been reached, the Board adopts a resolution approving the acquisition of that level of securities ownership by such Person; (v) during any period of twenty-four (24) consecutive months, commencing after the date the Company’s shareholders approved the CRT Properties, Inc. 1998 Equity and Cash Incentive Plan, individuals who at the beginning of such twenty-four (24) month period were directors of the Company shall cease to constitute at least a majority of the Board, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of (i) the directors then in office who were directors at the beginning of the twenty-four (24) month period or (ii) the directors specified in clause (i) above plus directors whose election has been so approved by directors specified in clause (i) above, or (vi) (x) the Company

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combines with another entity and is the surviving entity, or (y) all or substantially all of the assets or business of the Company are disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (any event described in clause (x) or (y) being a “Triggering Event”), unless the holders of Voting Securities of the Company immediately prior to such Triggering Event own, directly or indirectly, by reason of their ownership of Voting Securities of the Company immediately prior to such Triggering Event, at least a majority of the issued and outstanding securities of any class or classes having general voting power, under ordinary circumstances in the absence of contingencies, to elect the members of the Board (“Voting Securities”) (measured both by number of Voting Securities and by voting power and excluding all Voting Securities owned by all new equity investors that invest in the Company simultaneously with the occurrence of the Triggering Event) of (q) in the case of a combination in which the Company is the surviving entity, the surviving entity and (r) in any other case, the entity (if any) that succeeds to all or substantially all of the Company’s business and assets.

6. Amendment and Termination. The Committee reserved the right to amend and terminate the Plan at any time; provided, however, that no such amendment or termination shall adversely affect a Participant’s rights with respect to existing awards without the Participant’s consent. Upon the occurrence of any change in control, going private transaction, issuance of convertible debt, any new class of stock, or the like, or other transaction or event that renders the making of adjustment(s) appropriate, the Committee shall make appropriate adjustment(s) in the Plan, such that the value and economic opportunity represented by the OPP, or by any outstanding award, is neither materially increased, nor materially decreased.

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EX-10.2

EXHIBIT 10.2

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE CRT PROPERTIES, INC.
AMENDED AND RESTATED 1998 EQUITY AND CASH INCENTIVE PLAN

Name of Grantee: _________________
No. of Shares: _________________
Grant Date: _________________
Final Acceptance Date: _________________

     Pursuant to the CRT Properties, Inc. Amended and Restated 1998 Equity and Cash Incentive Plan (the “Plan”), CRT Properties, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Pursuant to this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

     1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award prior to the close of business on the Final Acceptance Date specified above by signing and delivering to the Company a copy of this Award Agreement. Upon acceptance of this Award by the Grantee, the shares of Restricted Stock so accepted shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a shareholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below.

     2. Restrictions and Conditions.

     (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.

     (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.

     (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason prior to vesting of shares of Restricted Stock granted herein, unless otherwise provided in the Grantee’s employment agreement, all shares of Restricted Stock that are still subject to risks of forfeiture shall be immediately forfeited.

     3. Vesting of Restricted Stock.

     The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

Number of
Shares Vested1	Vesting Date
__________
__________
__________

     Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock.

     4. Acceleration of Vesting in Special Circumstances. Upon the occurrence of a Change of Control of the Company (as defined in the Plan), any restrictions and conditions on all shares of Stock subject to time-based vesting shall be deemed waived by the Committee and all such shares shall automatically become fully vested and no longer be deemed Restricted Stock. Any restrictions and conditions on all shares of Stock subject to performance vesting shall be deemed waived by the Committee to the extent provided in the CRT Properties, Inc. Senior Management Compensation Plan.

     5. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee.

     6. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan and the CRT Properties, Inc. Senior Management Compensation Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

     7. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

     8. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Grantee may elect to have such minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

     9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

     10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, applied without regard to conflict of law principles. The parties hereto agree that any action or proceeding arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement, any breach hereof or any action covered hereby, shall be resolved within the State of Florida and the parties hereto consent and submit to the jurisdiction of the federal and state courts located within the City of Boca Raton, Florida. The parties hereto further agree that any such action or proceeding brought by either party to enforce any right, assert any claim, obtain any relief whatsoever in connection with this Agreement shall be brought by such party exclusively in federal or state courts located within the State of Florida.

¹ Vesting can be time-based or performance-based.

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     12. Retention of Shares. Grantee hereby agrees that he or she will not sell any shares of Stock granted pursuant to this Agreement if it would cause shares of Stock “beneficially owned” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by him or her to have a value less than ___times his or her annual base salary, other than sales to satisfy tax liabilities incurred in connection with this Award or other equity awards from the Company, sales in connection with the sale, merger or consolidation of the Company, or sales approved by the Committee or the Board.

CRT PROPERTIES, INC.
By:
	Title

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.

Dated: __________________	___________________________
	Grantee’s Signature
	Grantee’s name and address:
	___________________________
	___________________________
	___________________________
	___________________________

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EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

     AGREEMENT, entered into as of January 1, 2005 (the “Effective Date”) by and between CRT Properties, Inc., a Florida corporation (together with its successors and assigns, the “Company”), and Thomas J. Crocker (the “Executive”);

W I T N E S S E T H:

     WHEREAS, the Company and the Executive are parties to an Employment Agreement effective as of January 1, 2002 (the “Prior Employment Agreement”);

     WHEREAS, the Company desires to continue to employ the Executive as its Chief Executive Officer, to have the Executive continue to serve as a member of the Company’s Board of Directors (the “Board”), and to enter into a new agreement embodying the terms of his employment; and

     WHEREAS, the Executive desires to accept such continued employment with the Company, and continued service on the Board, subject to the terms and provisions of this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (the “Parties”) agree as follows:

     1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit A.

     2. Term. The Parties hereby agree that the Prior Employment Agreement is terminated and superseded, as of the Effective Date, to the extent provided in Section 15(a) hereof. As of the Effective Date, neither the Company nor the Executive shall have any rights or obligations pursuant to the Prior Employment Agreement, except as otherwise provided herein (including, without limitation, in Section 15(a) hereof). The Company hereby employs the Executive under this Agreement, and the Executive hereby accepts such employment for a term commencing as of the Effective Date and ending on December 31, 2007 (the “Original Term”); provided, however, that the term of employment hereunder shall thereafter be automatically extended for an unlimited number of additional one-year periods (each, an “Additional Term;” the Original Term and any Additional Terms collectively, the “Term”) unless, at least 90 days prior to the expiration of the Term, either Party gives notice to the other that such Party is electing not to so extend the Term. Notwithstanding the foregoing, the Term may be earlier terminated in strict accordance with the provisions of Section 7 hereof.

     3. Positions, Duties and Location.

     (a) During the Term, the Executive shall serve as the Chief Executive Officer of the Company; shall have all authorities, duties and responsibilities customarily exercised by an individual serving as the Chief Executive Officer at an entity of the size and nature of the Company; shall have such other duties, authorities and responsibilities as the Board may from time to time reasonably designate, consistent with the foregoing; shall report solely and directly to the Board and its Chairman; and shall serve as a member of the Board (unless the shareholders of the Company fail to reelect him to the Board at a meeting of shareholders at which the Company recommends his election).

     (b) During the Term, the Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company. However, nothing shall preclude the Executive from the following: (i) serving on the boards of a reasonable number of business entities, trade associations and charitable organizations (provided that the Executive shall give the Board or its Chairman prior written notice before joining any new business board on or after the Effective Date), (ii) engaging in charitable activities and community affairs, (iii) accepting and

fulfilling a reasonable number of speaking engagements, and (iv) managing his personal investments and affairs provided that such activities do not either individually or in the aggregate interfere with the proper performance of his duties and responsibilities hereunder and are not likely to be contrary to the Company’s interests.

     (c) During the Term, the Executive’s principal office, and principal place of employment, shall be in Boca Raton, Florida.

     4. Base Salary. Commencing as of the Effective Date, the Executive shall receive an annualized base salary of $500,000, payable in accordance with the regular payroll practices applicable to senior executives of the Company generally, but no less frequently than monthly (“Base Salary”). The Base Salary shall be reviewed no less frequently than annually during the Term for increase in the discretion of the compensation committee. The Base Salary shall not be decreased at any time, or for any purpose, during the Term (including, without limitation, for the purpose of determining benefits due under Section 7 hereof) without the prior written consent of the Executive.

     5. Incentive Awards. During the Term, the Executive shall be a participant in the CRT Properties, Inc. Senior Management Compensation Plan and any successor thereto (the “Plan”), and shall accordingly be entitled to receive annual cash bonuses and long-term incentive awards in accordance with the Plan. No amendment of the Plan, or of the terms of any award granted under the Plan, that is adverse to the interests of the Executive shall be effective as to bonuses and awards granted to, or earned by, the Executive during the Term. Any long-term incentive awards granted to the Executive pursuant to the Compensation Plan for Senior Officers of CRT Properties, Inc. (the “Prior Plan”) shall continue in effect, and no amendment of the Prior Plan, or of the terms of any award granted under the Prior Plan, that is adverse to the Executive shall be effective as to bonuses and awards granted to, or earned by, the Executive under the Prior Plan.

6. Other Benefits.

     (a) Employee Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available to other senior executives of the Company generally, including, without limitation, pension, profit-sharing, income deferral, savings, 401(k), and other retirement plans or programs, medical, dental, vision, prescription drug, hospitalization, short-term and long-term disability and life insurance plans and programs, accidental death and dismemberment protection, travel accident insurance, and any other employee benefit plan, program or arrangement that may from time to time be made available to other senior executives of the Company generally, including any plans, programs or arrangements that supplement the above-listed types of plans, programs or arrangements, whether funded or unfunded, subject to the terms of the applicable plan documents and generally applicable Company policies, in each case on terms and conditions that are no less favorable to him than those applying to other senior executives of the Company generally. To the extent that post-retirement welfare and other benefits then exist, the Executive shall be entitled to post-retirement welfare and other benefits on terms and conditions that are no less favorable to him than those applying to other senior executives of the Company generally. Nothing in this Section 6(a) shall be construed to require the Company to establish or maintain any particular employee or post-retirement benefit plan, program or arrangement except as expressly set forth elsewhere in this Agreement. The Company may, to the extent consistent with the foregoing, alter, modify, supplement or delete its employee and post-retirement benefit plans at any time as it sees fit without recourse by the Executive. Notwithstanding the foregoing, the Executive shall not be entitled to participate in the Amended and Restated Supplemental Executive Retirement Plan for Executives of CRT Properties, Inc. and Participating Related Entities.

     (b) Fringe Benefits, Perquisites and Vacations. During the Term, the Executive shall be entitled (i) to participate in all fringe benefits and perquisites made available to other senior executives of the Company generally, in each case on terms and conditions that are no less favorable to him than those applying to other senior executives of the Company generally and (ii) to no less than five weeks’ paid vacation per calendar year (pro-rated for partial calendar years) which, if not used, may be carried over from year to year with the approval of the Board.

     (c) Reimbursement of Business and Other Expenses. The Executive shall be promptly reimbursed for all expenses reasonably incurred by him in connection with his service under this Agreement or the Prior Employment Agreement, subject to documentation in accordance with reasonable policies applying to senior

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executives of the Company generally. Such reimbursable expenses will include the expenses (including, without limitation, transportation, meals and lodging costs) incurred by the Executive for travel between the Company’s offices. The Company shall also promptly pay any and all reasonable expenses (including, without limitation, attorneys’ fees and other charges of counsel) incurred by the Executive on or prior to the 30th day following the date this Agreement is signed in connection with entering into these employment arrangements.

7. Termination of Employment.

     (a) Termination Due to Death or Disability. In the event that the Executive’s employment hereunder is terminated prior to expiration of the Term due to his death or Disability, the Executive, his estate or his beneficiaries (as the case may be) shall be entitled to the following:

          (i) an amount equal to his annual Base Salary on the Termination Date, payable in a lump sum (without discount) as soon as practicable following the Termination Date;

          (ii) an annual cash bonus under the Plan for the year of termination, determined and paid at the end of such year (x) as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals (i.e., shareholder return and FFO), provided that the amount actually paid shall be prorated based on the number of days during the year of termination on which the Executive was employed by the Company;

          (iii) with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, provided that the amount of any award vesting pursuant to this sub-clause (B) shall be prorated based on the total number of days in the shortened performance period as compared with the total number of days in the originally scheduled performance period; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 7 (a)(iii) shall pay out promptly after vesting.

          (iv) the benefits described in Section 7(h) hereof.

     Neither Party may terminate the Executive’s employment hereunder for Disability without first giving 15 days’ written notice of such termination to the other Party.

(b) Termination for Cause.

          (i) No termination of the Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section 7(b)(i) shall first have been complied with. The Executive shall be given written notice by the Board of its intention to terminate him for Cause, such notice (the “Cause Notice”) (x) to state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based, (y) to be given no later than 180 days after the Board first learns of

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such circumstances and (z) to include a copy of a resolution duly adopted by at least two-thirds of the entire membership of the Board at a meeting of the Board which was called for the purpose of considering such termination and at which the Executive and his representative had the right to attend and address the Board, finding that, in the good faith determination of the Board, Cause to terminate the Executive’s employment hereunder on the stated grounds existed. The Executive shall have 10 days after receiving such Cause Notice in which to cure such grounds to the extent such cure is possible. To the extent cure is not possible, the Executive’s employment hereunder shall be terminated as of the 10th day after receiving the Cause Notice. If he fails to cure such grounds within the permitted 10-day period, as determined in good faith by the Board, the Executive’s employment hereunder shall be terminated as of the 10th day after receiving the Cause Notice. Any determination by the Board that Cause existed, or that cure was not achieved, shall (for avoidance of doubt) be subject to de novo review, at the Executive’s election, through arbitration in accordance with Section 13 hereof.

          (ii) In the event that the Executive’s employment hereunder is terminated for Cause in accordance with Section 7(b)(i) hereof prior to the expiration of the Term, (A) he shall be entitled to the benefits described in Section 7(h) hereof, (B) he shall not receive any annual cash bonus under Section 5 hereof for the year of termination and (C) any award granted to him under Section 5 hereof shall be immediately forfeited to the extent that it is not both earned and vested as of the Termination Date.

     (c) Termination Without Cause. In the event that the Executive’s employment hereunder is terminated by the Company prior to the expiration of the Term other than (x) for Disability or death in accordance with Section 7(a) hereof; or (y) for Cause in accordance with Section 7(b)(i) hereof, he shall, subject to the provisions of Section 7(j) hereof, be entitled to:

          (i) an amount, payable in a lump sum as soon as practicable following the Termination Date, equal to the product of (z) the sum of his annual Base Salary at the rate in effect as of the Termination Date plus an amount equal to the average annual cash bonus earned by him for the three (3) calendar years prior to the Termination Date, multiplied by (y) the number of whole months remaining in the Term (but not less than 24) divided by (z) 12;

          (ii) an annual cash bonus under the Plan for the year of termination, determined and paid at the end of such year (x) as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals, provided that the amount actually paid shall be prorated based on the number of days during the year of termination on which the Executive was employed by the Company;

          (iii) with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, without proration; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 7 (c)(iii) shall pay out promptly after vesting.

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          (iv) continued participation, for the Executive and his dependents, through the later of the end of the Original Term and the second anniversary of the Termination Date, in all medical, dental, vision, prescription drug, hospitalization and health insurance coverages and benefits in which they were participating as of the Termination Date, on terms and conditions that are no less favorable to them than those that apply to other participants generally, and with continuation coverage benefits under group health plans as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, commencing following such period, provided, that such entitlements shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer, and provided, further, that to the extent that the Executive, or any of his dependents, is precluded from continuing full participation in any coverage or benefit as provided in this Section 7(c)(iv), the Executive shall be entitled to the after-tax economic equivalent of any coverage or benefit foregone, for which purpose the economic equivalent shall be deemed to be the total cost of obtaining such coverage or benefit on an individual basis, with payment of such after tax economic equivalent to be made quarterly in advance, without discount; and

          (v) the benefits described in Section 7(h) hereof.

     (d) Termination for Good Reason. The Executive may terminate his employment hereunder for Good Reason, on 10 days’ notice to the Company, if he first provides the Company with a Notice of Termination for Good Reason and if the grounds claimed in such notice to constitute Good Reason are not corrected prior to the date of requested cure set forth in such notice. Such notice, to the extent based on any of clauses (i) through (v) of the definition of Good Reason in Exhibit A, shall be provided within 90 days after the Executive first learns of the occurrence of any of the events that are claimed in such notice to constitute Good Reason. Any failure by the Executive to set forth in a Notice of Termination for Good Reason any facts or circumstances that contribute to the showing of Good Reason shall not waive any right of the Executive hereunder or preclude him from asserting such fact of circumstances in enforcing his rights hereunder. In the event that the Executive terminates his employment hereunder for Good Reason prior to the expiration of the Term, he shall, subject to the provisions of Section 7(j) hereof, have the same entitlements as provided under Section 7(c) hereof in the case of a termination by the Company without Cause.

     (e) Voluntary Termination. In the event that the Executive terminates his employment hereunder prior to the expiration of the Term on his own initiative, other than for death, Disability or for Good Reason, (i) he shall be entitled to the benefits described in Section 7(h) hereof and (ii) his annual cash bonus under Section 5 hereof for the year of termination, and any award under Section 5 hereof that is not both earned, and vested, shall be treated as described in Section 7(b)(ii) hereof.

     (f) Change in Control. In the event that the Executive’s employment hereunder (x) is terminated in anticipation of, or within twelve months following, a Change in Control and (y) such termination is governed by Section 7(c) or (d) hereof (relating to terminations without Cause or for Good Reason), then the Executive shall, subject to the provisions of Section 7(j) hereof, be entitled to all of the benefits described in the applicable Section; provided, however, that in lieu of the amount described in Section 7(c)(i) hereof, the Executive shall be entitled to an amount, payable in a lump sum as soon as practicable following the Termination Date, equal to three times the sum of (x) his annual Base Salary at the rate in effect as of the Termination Date plus (y) the average annual cash bonus earned by him for the three calendar years prior to the Termination Date. Such amount shall be paid in consideration of the Executive agreeing to the restrictions contained in Section 10 hereof.

     (g) Expiration of the Term. In the event that the Executive’s employment hereunder terminates by expiration of the Term pursuant to notice of non-extension in accordance with Section 2 hereof, the Executive shall be entitled to:

          (i) if the applicable notice of non-extension was given by the Company, and solely with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the

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longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, without proration; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 7 (g)(i) shall pay out promptly after vesting;

          (ii) if the applicable notice of non-extension was given by the Executive, and solely with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, provided that the amount of any award vesting pursuant to this subclause (B) shall be prorated based on the total number of days in the shortened performance period as compared with the total number of days in the original scheduled performance period; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 7 (g)(ii) shall pay out promptly after vesting; and

          (iii) in either event, the benefits described in Section 7(h) hereof.

     (h) Miscellaneous. On any termination of the Executive’s employment hereunder, he shall be entitled to:

          (i) Base Salary through the Termination Date;

          (ii) the balance of any annual, long-term, or other incentive award earned (but not yet paid or forfeited) with respect to any performance period ending on or before the Termination Date;

          (iii) a lump-sum payment in respect of accrued but unused vacation days (up to 25 days) at his Base Salary rate in effect as of the Termination Date; and

          (iv) other or additional benefits in accordance with applicable plans, programs and arrangements of the Company and its Affiliates (including, without limitation, Sections 5, 6 and 8 hereof; any Stock Option, Restricted Stock or LTIP agreement or award; any award under the Prior Plan; and Section 3(d) of the Employment Agreement between the Company and the Executive effective as of February 17, 2000 (the “2000 Employment Agreement”) and any agreements and arrangements entered into pursuant to such section).

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     (i) No Mitigation; No Offset. In the event of any termination of the Executive’s employment hereunder, the Executive shall be under no obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due the Executive under this Agreement or otherwise (except as expressly set forth in Section 7(c)(v) above) on account of (x) any Claim that the Company may have against him, except upon the Company’s obtaining of a final unappealable judgment against him or (y) any remuneration or other benefit earned or received by the Executive after such termination. Any amounts due under this Section 7 are considered to be reasonable by the Company and are not in the nature of a penalty. Notwithstanding the foregoing, the Company may offset amounts due the Executive under this Agreement against any amounts then due under any loan made by the Company to the Executive pursuant to any agreement entered into after the Effective Date.

     (j) Release. As a condition to receiving the payments and benefits described in Section 7(c), (d) or (f) hereof, the Executive must execute, deliver to the Company, and not revoke (within the time period permitted by applicable law) a general release substantially in the form attached hereto as Appendix I. No payments or benefits provided for in Section 7(c), (d) or (f) hereof (other than payments and benefits that would have been due, under Section 7(h) hereof, even if the termination of the Executive’s employment had been for Cause in accordance with Section 7(b) hereof) will be made until the general release has become effective.

     8. Change in Control.

     (a) In the event that a Change in Control occurs while the Executive is employed hereunder, the Executive shall be entitled to the following with respect to any Restricted Stock, OPP benefit, or other award under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the date of such Change in Control shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the date of such Change in Control, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no Change in Control occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, without proration; (C) with respect to the OPP, if the date of such Change in Control occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the date of such Change in Control, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 8 (a) shall pay out promptly after vesting.

     (b) In the event that a Change in Control occurs, the Executive shall be entitled to other or additional benefits (if any) in accordance with applicable plans, programs and arrangements of the Company and its Affiliates (including, without limitation, Section 3(d) of the 2000 Employment Agreement and any outstanding Stock Option).

     (c) In the event that any payment or benefit made or provided to or for the benefit of the Executive in connection with this Agreement, his employment with the Company, or any termination of such employment (a “Payment”) is determined to be subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (or any successor to such Section), the Executive shall be entitled to receive, prior to the time any Excise Tax is payable with respect to such Payment (through withholding or otherwise), an additional amount which, after the imposition of all income, employment, excise and other taxes thereon, is equal to the sum of the Excise Tax on such Payment plus any penalty and interest assessments associated with such Excise Tax. The determination of whether any Payment is subject to an Excise Tax and, if so, the amount to be paid to the Executive and the time of payment pursuant to this Section 8(c) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm selected by the Company unless the

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Executive reasonably objects to the use of that firm, in which event the Auditor shall be a nationally recognized United States public accounting firm chosen by the Executive in consultation with the Company. The Parties shall cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for Excise Tax. All expenses relating to any such Proceeding or Claim (including reasonable attorneys’ fees and other expenses incurred by the Executive in connection therewith) shall be paid by the Company, promptly upon request by the Executive, and any such payment shall (for the avoidance of doubt) be subject to gross-up under this Section 8(c) in the event that the Executive is subject to Excise Tax on it.

     9. Indemnification.

     (a) If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another Person, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, against the Executive that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ and other professional fees and charges reasonably incurred, judgments, interest, expenses of investigation reasonably incurred, penalties, fines, ERISA excise taxes or penalties, and amounts paid or to be paid pursuant to settlements reasonably entered into) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other Person and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 9(a) hereof, any such advancement to be made within 15 days after the Executive gives written notice, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. The Executive shall be deemed to have met any standard of conduct required for indemnification unless the contrary shall be established by the Company. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law).

     (b) A directors’ and officers’ liability insurance policy (or policies) shall be kept in place, during the Term and thereafter until the sixth anniversary of the Termination Date, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company. This Section 9(b) does not obligate the Company to maintain a directors’ and officers’ liability insurance policy.

     10. Restrictive Covenants.

     (a) During the Term and at all times thereafter, the Executive shall not, without the prior written consent of the Company, use any Confidential Information for any purpose other than on the Company’s behalf or divulge, disclose or make accessible to any other Person any Confidential Information except (i) to the Company and its Affiliates, or to any authorized agent or representative of any of them, (ii) in connection with performing his duties hereunder, (iii) when required to do so by law or by a court, governmental agency, legislative body, or arbitrator or other Person with jurisdiction to order him to divulge, disclose or make accessible such information, (iv) in the course of any Proceeding under Section 10(c) or 13 hereof, or (v) in confidence to an attorney or other professional advisor for the purpose of securing professional advice. In the event that the Executive is required to disclose any Confidential Information pursuant to clause (iii) or (iv) of the immediately preceding sentence, he shall (A) promptly give the Company notice that such disclosure is or may be made, and (B) cooperate with the Company, at its reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential

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Information (including, in the event that the Company shall have paid for the retention by him of his own counsel, only disclosing that portion of the Confidential Information which he is advised by such counsel is legally required). Upon any termination of his employment with the Company, he shall immediately return or destroy all Confidential Information that is in physical (including electronic) form and is then in his possession, including all notes, copies, reproductions, summaries, analysis, and extracts thereof then in his possession, provided that the Executive may in any event retain his personal rolodex, his personal correspondence files, and documents relating to his compensation, benefits and other entitlements.

     (b) During the Term, and (provided that neither the Company nor any of its Affiliates shall, on or after the Termination Date, have materially breached any of their material obligations to the Executive under this Agreement or otherwise, which breach shall have continued uncured for 15 days after the Executive has given written notice requesting cure) for a period of two (2) years thereafter, the Executive shall not, without the prior written consent of the Company and other than in connection with his services hereunder during the Term, become employed in an executive capacity similar to the capacity in which he served the Company hereunder by any of the following:

          (i) any southeastern public office REIT; or

          (ii) any southeastern private office REIT with net assets in excess of $200 million.

     (c) In the event of any actual or threatened breach by the Executive of any of the provisions of Sections 10(a) or (b) hereof, the Company shall be entitled to seek an injunction, through arbitration in accordance with Section 13 hereof or from any court with jurisdiction over the matter and the Executive, restraining the Executive from violating such provision, without the necessity of proving actual damages or the inadequacy of a legal remedy.

     (d) All work performed by the Executive during the course of his employment with the Company (whether alone or with others) in (i) creating, developing, modifying, enhancing or maintaining computer programs, databases and the like and/or (ii) creating, developing or modifying works to which copyright protection may attach, shall be considered “works made for hire” to the extent permitted under applicable copyright law and shall be the exclusive property of the Company. To the extent such works are not considered works made for hire, all right, title and interest in and to such works, including, but not limited to, the copyright, renewals and extensions thereof, is hereby assigned to the Company and the Executive agrees to execute, promptly upon the Company’s reasonable request and at its sole expense, any documents in relation to said assignment as are reasonably necessary to perfect the Company’s exclusive ownership therein.

     (e) The Executive hereby assigns all right, title and interest in and to all inventions and methods (whether or not patentable or reduced to practice), improvements, discoveries, techniques, formulae and processes, created, developed or conceived by the Executive during the Term and relating to the Company’s business. After termination of his employment, the Executive will cooperate with the Company, at the Company’s reasonable request and sole expense, in the protection and enforcement of the rights and property of the Company in any invention, method, improvement, discovery, techniques, formulae or process, assignable or assigned hereunder to the Company, applications for patents therefor, and patents granted thereon. In the event the Company is unable for any reason to secure such cooperation, the Executive hereby irrevocably designates and appoints the Company, its officers and agents as his agents and attorneys-in-fact to act, at the Company’s sole expense, for and on the Executive’s behalf to execute and file any patent application and assignments with the same legal force and effect as if executed by the Executive, and to do all other lawfully permitted acts, in each case as reasonably necessary to further the prosecution and issuance of patents thereon.

     (f) The Executive acknowledges and agrees that the Company is and will be the sole and exclusive owner of all trademarks, service marks, patents, copyrights, trade dress, trade secrets, business names, inventions, proprietary know-how and information of any type, whether or not in writing and all other intellectual property of the Company created by the Executive during his employment with the Company and relating to the Company’s business. The Executive further acknowledges and agrees that any and all derivative works based on intellectual property subject to this Section 10(f) hereof, created during the Term shall be exclusively owned by the Company.

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     (g) Nothing in this Agreement shall be construed to grant the Executive any right, title or interest in, or any license (express or implied) to use, any intellectual property owned or used by the Company (including, without limitation, any trademarks, trade dress, service marks, copyrights, trade secrets, patents or proprietary know-how or information of any type, whether written or not written) except solely in the course of his employment with the Company.

     (h) There shall be no contractual or similar restrictions on the Executive’s conduct following termination of his employment hereunder, other than restrictions expressly set forth in this Agreement and restrictions enforceable solely by forfeiture of benefits to which he might otherwise be entitled.

     11. Assignability; Binding Nature.

     (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns.

     (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.

     (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or by operation of law, except to the extent otherwise provided in Section 15(e) hereof.

     12. Representations.

     (a) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under it; (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound; and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

     (b) The Executive represents and warrants that, to the best of his knowledge and belief, (i) delivery and performance of this Agreement by him does not violate any applicable law, regulation, judgment or decree or any agreement to which the Executive is a party or by which he is bound and (ii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

     13. Resolution of Disputes. Any Claim arising out of or relating to this Agreement, any other agreement between the Executive and the Company or its Affiliates, the Executive’s employment with the Company, or any termination thereof (collectively, “Covered Claims”) shall (except to the extent otherwise provided in Section 10(c) hereof with respect to certain requests for injunctive relief) be resolved by binding confidential arbitration, to be held in Boca Raton, Florida, in accordance with the Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) of the American Arbitration Association and this Section 13. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall promptly pay all costs and expenses (including without limitation reasonable attorneys’

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fees and other charges of counsel) incurred by the Executive or his beneficiaries in resolving any Covered Claim, subject to receiving a written undertaking from the recipient to reimburse any such amounts paid to the extent that it is finally determined that the Company substantially prevailed in respect of such Covered Claim.

     14. Notices. Any notice, consent, demand, request, or other communication given to a Person in connection with this Agreement shall be in writing and shall be deemed to have been given to such Person (x) when delivered personally to such Person or (y), provided that a written acknowledgment of receipt is obtained, five days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the address (if any) specified below for such Person (or to such other address as such Person shall have specified by ten days’ advance notice given in accordance with this Section 14) or (z), in the case of the Company only, on the first business day after it is sent by facsimile to the facsimile number set forth below (or to such other facsimile number as shall have specified by ten days’ advance notice given in accordance with this Section 14), with a confirmatory copy sent by certified or registered mail or by overnight courier in accordance with this Section 14.

If to the Company:	Benjamin C. Bishop, Jr. 50 North Laura Street Suite 3625 Jacksonville, FL 32202 Phone #: (904) 354-5573 Fax #: (904) 354-7033
and a copy to:	Ettore A. Santucci, P.C. Goodwin Procter LLP Exchange Place Boston, MA 02109 Phone # (617) 570-1000 Fax # (617) 523-1231
If to the Executive:	The address of his principal residence as it appears in the Company’s records, with a copy to him (during the Term) at his office in Boca Raton, Florida,
and a copy to:	Morrison Cohen LLP 909 Third Avenue, 27th Floor New York, NY 10017 Attn: Robert M. Sedgwick Phone: 212-735-8833 Fax: 212-735-8708 E-mail: rsedgwick@morrisoncohen.com
If to a beneficiary of the Executive:	The address most recently specified by the Executive or the beneficiary.

     15. Miscellaneous.

     (a) Entire Agreement. This Agreement contains the entire understanding and agreement between the Parties concerning the specific subject matter hereof and supersedes in entirety, as of the Effective Date and

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excepting the provisions of Section 3(d) of the 2000 Employment Agreement, any prior employment agreement between the Executive and the Company, provided, however, that nothing herein shall limit or reduce any right or benefit that has accrued to the Executive as of the Effective Date under the Prior Employment Agreement, nor shall anything herein reduce, or otherwise adversely affect, any right or benefit to which the Executive would have been entitled, with respect any award under the Prior Plan, under Sections 7(a) through 7(h), or Section 8 (a), of the Prior Employment Agreement, as if such Sections had been incorporated verbatim into this Agreement.

     (b) Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is set forth in a writing that expressly refers to the provision of this Agreement that is being amended and that is signed by the Executive and by an authorized (or apparently authorized) officer of the Company. No waiver by any Person of any breach of any provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision at the same or any other time. To be effective, any waiver must be set forth in a writing signed by the waiving Person and must specifically refer to the provision of this Agreement whose breach is being waived.

     (c) Inconsistencies. In the event of any inconsistency between any provision of this Agreement and any provision of any employee handbook, personnel manual, program, policy, or arrangement of the Company or any of its Affiliates, or any provision of any agreement, plan, or corporate governance document of any of them, the provisions of this Agreement shall control unless the Executive otherwise agrees in a writing that expressly refers to the provision of this Agreement whose control he is waiving.

     (d) Headings. The headings of the Sections and sub-sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

     (e) Beneficiaries/References. The Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following the Executive’s death by giving written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, references in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

     (f) Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall survive any termination of the Executive’s employment.

     (g) Severability. To the extent that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, _the remaining provisions of this Agreement shall remain in full force and effect so as to achieve the intentions of the Parties, as set forth in this Agreement, to the maximum extent possible.

     (h) Withholding Taxes. The Company may withhold from any amount or benefit payable under this Agreement taxes that it is required to withhold pursuant to any applicable law or regulation.

     (i) Governing Law. This Agreement shall be governed, construed, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Florida, without reference to principles of conflict of laws.

     (j) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

	CRT Properties, Inc.
Date: January 13, 2005	By:	/s/ Benjamin C. Bishop, Jr.
		Name:	Benjamin C. Bishop, Jr.
		Title:	Chairman of the Compensation Committee of the Board of Directors of CRT Properties, Inc.

	The Executive
Date: January 13, 2005
	/s/ Thomas J. Crocker
	Thomas J. Crocker

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EXHIBIT A

DEFINITIONS

a.   “Affiliate” of a Person shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

b.   “Agreement” shall mean this Employment Agreement, which includes for all purposes its Exhibit A.

c.   “Cause” shall mean:

i.	the Executive is convicted of, or pleads guilty or nolo contendere to, a felony (other than a felony involving a traffic violation or as a result of vicarious liability); or
ii.	willful misconduct by the Executive with regard to the Company that has a material adverse effect on the Company; provided that misconduct shall not be deemed “willful” unless the Executive engages in it in bad faith and without a reasonable belief that it is in, or not opposed to, the interests of the Company.

d.   “Change in Control” shall mean the occurrence of any of the following events:

i.	the Company ceases to be a publicly owned corporation having at least 500 stockholders;
ii.	there occurs any event or series of events that would be required to be reported as a change of control in response to item 1(a) on a Form 8-K filed by the Company under the Securities Act of 1933 or in any other filing by the Company with the Securities and Exchange Commission unless the person, as that term is defined or used in Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934 (for purposes of this definition, “Person”), acquiring control was an affiliate of the Company as of the date the stockholders of the Company approved the CRT Properties, Inc. 1998 Equity and Cash Incentive Plan;
iii.	the Company executes an agreement of acquisition, merger, or consolidation which contemplates that after the effective date provided for in the agreement all or substantially all of the business and/or assets of the Company will be controlled by another Person; provided, however, for purposes of this subparagraph (iii) that if such an agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured and if the voting shareholders of such other Person shall, immediately after such effective date, be substantially the same as the voting shareholders of the Company immediately prior to such effective date, the execution of such agreement shall not, by itself, constitute a Change in Control;
iv.	any Person (other than the Company, a majority-owned subsidiary of the Company, an employee benefit plan maintained by the Company or a majority-owned subsidiary of the Company) becomes the beneficial owner, directly or indirectly (either as a result of the acquisition of securities or as the result of an arrangement or understanding, including the holding of proxies, with or among security holders), of securities of the Company representing 25% or more of the votes that could then be cast in an election for members of the Board unless within 15 days of being advised that such ownership level has been reached, the Board adopts a resolution approving the acquisition of that level of securities ownership by such Person;
v.	during any period of twenty-four (24) consecutive months, commencing after the date the Company’s shareholders approved the CRT Properties, Inc. 1998 Equity and Cash Incentive Plan, individuals who at the beginning of such twenty-four (24) month period were directors of the Company shall cease to constitute at least a majority of the Board, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of (i) the directors then in office who were directors at the beginning of the twenty-four (24) month period or (ii) the directors specified in clause (i) above plus directors whose election has been so approved by directors specified in clause (i) above, or

vi.   (x) the Company combines with another entity and is the surviving entity, or (y) all or substantially all of the assets or business of the Company are disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (any event described in clause (x) or (y) being a “Triggering Event”), unless the holders of Voting Securities of the Company immediately prior to such Triggering Event own, directly or indirectly, by reason of their ownership of Voting Securities of the Company immediately prior to such Triggering Event, at least a majority of the Voting Securities (measured both by number of Voting Securities and by voting power and excluding all Voting Securities owned by all new equity investors that invest in the Company simultaneously with the occurrence of the Triggering Event) of (q) in the case of a combination in which the Company is the surviving entity, the surviving entity and (r) in any other case, the entity (if any) that succeeds to all or substantially all of the Company’s business and assets.

e.   “Claim” shall include, without limitation, any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information.

f.   “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section.

g. “Common Stock” shall mean common stock, par value $.01, of the Company.

h.   “Company Ending Value” shall mean the Company Ending Value, or equivalent, as used in the OPP.

i.   “Confidential Information” shall mean all confidential or proprietary information developed or used by the Company or any of its Affiliates, whether or not such information is in tangible form, including any confidential or proprietary customer lists, marketing strategies, plans and programs, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any of its subsidiaries or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or its subsidiaries, but shall not include any information that (x) has previously been disclosed to the public, or is in the public domain, other than as a result of the Executive’s breach of Section 10(a) hereof, or (y) is known or generally available to the public or within any trade or industry of the Company or any of its Affiliates.

j.   “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities hereunder for either (x) 180 consecutive days or (y) an aggregate of 270 days in any 365 day period, in either case, as determined below. The Executive may, and at the request of the Company shall, submit to medical examinations by a physician selected by the Company, to whom the Executive has no reasonable objection, at the times selected by the Company, to determine whether the Executive is unable, due to physical or mental incapacity, to substantially perform his duties hereunder. Such determination shall, if made reasonably and in good faith, be conclusive. If the Executive unreasonably refuses to submit to such medical examinations, the Company’s determination as to whether the Executive is unable, due to physical or mental incapacity, to substantially perform his duties hereunder shall be conclusive.

k.   “Executive” shall have the meaning set forth in the preamble to this Agreement, as modified by Section 15(e) hereof.

l.   “Good Reason” shall mean the occurrence of any of the following events during the Term without the Executive’s prior written consent and without full cure prior to the date for cure set forth in the Notice of Termination for Good Reason (with a minimum cure period of 10 days after the Executive provides the Company with the Notice of Termination for Good Reason, reduced to 5 days in the case of events described in clauses (i) and (ii) of the definition of Good Reason):

i.   any failure to continue the Executive as Chief Executive Officer of the Company and a member of the Board (except in connection with the termination of the Executive’s employment for Cause or Disability or as a result of the Executive’s death or temporarily as a result of the Executive’s illness or other absence);

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ii.	any material diminution in the Executive’s responsibilities or authorities (except in connection with the termination of the Executive’s employment for Cause or Disability or as a result of the Executive’s death or temporarily as a result of the Executive’s illness or other absence); the assignment to him of duties that are materially inconsistent with, or materially impair his ability to perform, the duties then assigned to him; or any change in the reporting structure so that the Executive is required to report, in his role as Chief Executive Officer of the Company, to any Person other than the Board and its Chairman;
iii.	any relocation of the Executive’s principal office, or principal place of employment, to a location that is more than 35 miles from (x) its location in Boca Raton, Florida, as of the Effective Date and (y) the Executive’s principal residence at the time of the relocation;
iv.	any material breach by the Company of any of its obligations under Sections 3 through 6, 8 or 9 hereof, or of any of its representations or warranties in Section 12(a) hereof, or
v.	any failure by any successor to all or substantially all of the Company’s business or assets (whether by reconstruction, amalgamation, combination, merger, consolidation, sale, liquidation, dissolution or otherwise) to assume, in a writing delivered to the Executive at the time of such successorship transaction, the Company’s obligations hereunder.

In addition, any termination by the Executive of his employment hereunder during the 90 day period that commences 270 days after the occurrence of any Change in Control shall be deemed to be a termination for Good Reason.

m.   “Measurement Period” shall have the meaning set forth in the OPP.

n.   “Notice of Termination for Good Reason” shall mean a notice that sets forth in reasonable detail the circumstances claimed to provide a basis for termination for Good Reason and that sets forth a date, not less than 10 days nor more than 60 days after the date the Company receives the notice, by which cure of the circumstances claimed to constitute a basis for termination for Good Reason is requested; provided, however, that in the case of events described in clauses (i) and (ii) of the definition of Good Reason, the date may be five days after the date the Company receives the notice.

o.   OPP” shall mean the outperformance program described in the Plan, and any successor to such program.

p.   Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity.

q.   “Prior Employment Agreement” shall have the meaning set forth in the first “Whereas” clause in this Agreement.

r.   “Proceeding” shall include, without limitation, any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal, informal or other.

s.   “Restricted Stock” shall mean any compensatory restricted shares, phantom shares, or analogous rights granted by or on behalf of the Company or any of its Affiliates, and any security or right received in respect of any of the foregoing shares or rights.

t.   “Stock Option” shall mean any compensatory option or warrant to acquire securities of the Company or any of its Affiliates; any compensatory stock appreciation right, phantom stock option or analogous right granted by or on behalf of the Company or any of its Affiliates; and any security or right received in respect of any of the foregoing options, warrants or rights.

u.   “Term” shall have the meaning set forth in Section 2 hereof.

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v.   “Termination Date” shall mean the date on which the Executive’s employment hereunder terminates in accordance with this Agreement.

w.   “Voting Securities” shall mean issued and outstanding securities of any class or classes having general voting power, under ordinary circumstances in the absence of contingencies, to elect the members of the Board.

x.   “2000 Employment Agreement” shall have the meaning set forth in Section 7(h) of this Agreement.

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APPENDIX I

FORM OF GENERAL RELEASE

     In consideration of certain payments and benefits to be provided to him pursuant to Section 7 of the Employment Agreement (the “Employment Agreement”) entered into as of January 1, 2005, by and between himself and CRT Properties, Inc. (the “Company”), Thomas J. Crocker (the “Executive”), for himself, his heirs, assigns, successors, executors, and administrators (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (i) the Company, and each of its predecessors, successors, and “Affiliates” (as such term is defined in the Employment Agreement), forever and unconditionally, from any and all manner of action, claim, demand, damages, cause of action, debt, sum of money, contract, covenant, controversy, agreement, promise, judgment, and demand whatsoever, in law or equity, known or unknown, existing or claimed to exist (hereinafter, collectively referred to as “Claims”) arising from the beginning of time through the execution of this General Release and (ii) the officers, directors, employees, agents, representatives, consultants, and independent contractors of the parties listed in (i) and/or anyone else connected with each of them (the parties described in (i) and (ii) collectively, the “Released Parties”), forever and unconditionally, from any and all Claims that arise out of, or relate to, the Executive’s employment with the Company or the termination of such employment arising from the beginning of time through the execution of this General Release, in each case, including (without limitation) any such Claim (i) that is a discrimination claim based on race, religion, color, national origin, age, sex, sexual orientation or preference, disability or retaliation, (ii) that is based on any cause of action under the following in each case as amended: the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1968, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974 (except any valid claim to recover vested benefits, if applicable), (iii) that is based on any applicable Executive Order program, and their state or local counterparts, including, without limitation, the Florida Civil Rights Act of 1992, and/or any other federal, state or local law, rule, regulation, constitution or ordinance, (iv) that arises under any public policy or common law or under any practices or procedure of the Company, (v) that is based on any claim for wrongful termination, back pay, future wage loss, and/or (vi) that is based on any other claim, whether in tort, contract or otherwise, or any claim for costs, fees or other expenses, including attorneys’ fees; provided, however, that nothing herein shall be deemed to affect or release any Claim (x) that arises out of, or is preserved by, any of Sections 7 through 15 of the Employment Agreement, including (without limitation) Section 7(h)(iv), or (y) that is brought as a counter-claim in any proceeding. This General Release shall become null and void in the event that the Company materially breaches, after the Executive’s employment under the Employment Agreement terminates, any material obligation to the Executive that arises under, or is preserved by, the Employment Agreement.

     By signing this General Release, the Executive acknowledges that:

     (i) he has read and fully understands the terms of this General Release and had the opportunity to negotiate its terms at the time he entered into the Employment Agreement;

     (ii) he has been advised to consult with his attorneys, concerning the terms of this General Release, and that he has done so to the extent he deems necessary;

     (iii) he had ample opportunity to negotiate through his attorneys concerning this General Release at the time he entered into the Employment Agreement;

     (iv) he has agreed to execute this General Release knowingly, voluntarily, with such advice from his counsel as he deemed appropriate, and was not subjected to any undue influence or coercion in agreeing to its terms;

     (v) he has been given 21 days to consider this General Release, and acknowledges that in the event that he executes this General Release prior to the expiration of the 21 day period, he hereby waives the balance of said period;

     (vi) he will have seven (7) days following his execution of this General Release to revoke this General Release, and this General Release shall not become effective or enforceable until the revocation period has expired.

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     Any revocation within this seven (7) day period must be submitted in writing and personally delivered, or mailed, by 5:30 p.m. on the 7th day following his execution of this General Release to [              ], CRT Properties, Inc. [address]. No payments or benefits provided for in Section 7 of the Employment Agreement (other than payments and benefits that would have been due under Section 7(h) of the Employment Agreement even if the termination of the Executive’s employment had been for cause in accordance with Section 7(b) of the Employment Agreement) will be made until after the seven (7) day period has expired and this General Release has become effective. If this General Release is revoked by the Executive, then the Company shall not be required to provide any of the payments and benefits otherwise required under Section 7 of the Employment Agreement (other than payments and benefits that would have been due under Section 7(h) of the Employment Agreement even if the termination of the Executive’s employment had been for cause in accordance with Section 7(b) of the Employment Agreement); and

     (vii) no provision of this General Release may be modified, changed, waived or discharged unless such waiver, modification, change or discharge is agreed to in a writing that has been signed by the Company and the Executive.

THE COMPANY	THE EXECUTIVE
Name:	Thomas J. Crocker
Title:
Date:	Date:

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EX-10.4

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

     AGREEMENT, entered into as of January 1, 2005 (the “Effective Date”) by and between CRT Properties, Inc., a Florida corporation (together with its successors and assigns, the “Company”), and Thomas C. Brockwell (the “Executive”);

W I T N E S S E T H:

     WHEREAS, the Company and the Executive are parties to an Employment Agreement effective as of January 1, 2002 (the “Prior Employment Agreement”);

     WHEREAS, the Company desires to continue to employ the Executive as its Executive Vice President and to enter into a new agreement embodying the terms of his employment; and

     WHEREAS, the Executive desires to accept such continued employment with the Company, subject to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (the “Parties”) agree as follows:

     1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit A.

     2. Term. The Parties hereby agree that the Prior Employment Agreement is terminated and superseded, as of the Effective Date to the extent provided in Section 15(a) hereof. As of the Effective Date, neither the Company nor the Executive shall have any rights or obligations pursuant to the Prior Employment Agreement, except as otherwise provided herein (including, without limitation, in Section 15(a) hereof). The Company hereby employs the Executive under this Agreement, and the Executive hereby accepts such employment for a term commencing as of the Effective Date and ending on December 31, 2007 (the “Original Term”); provided, however, that the term of employment hereunder shall thereafter be automatically extended for an unlimited number of additional one-year periods (each, an “Additional Term;” the Original Term and any Additional Terms collectively, the “Term”) unless, at least 90 days prior to the expiration of the Term, either Party gives notice to the other that such Party is electing not to so extend the Term. Notwithstanding the foregoing, the Term may be earlier terminated in strict accordance with the provisions of Section 7 hereof.

     3. Positions, Duties and Location.

     (a) During the Term, the Executive shall serve as the Executive Vice President of the Company; shall have all authorities, duties and responsibilities customarily exercised by an individual serving as the Executive Vice President at an entity of the size and nature of the Company; shall have such other duties, authorities and responsibilities as the Company’s Chief Executive Officer may from time to time reasonably designate, consistent with the foregoing; and shall report solely and directly to the Company’s Chief Executive Officer.

     (b) During the Term, the Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company. However, nothing shall preclude the Executive from the following: (i) serving on the boards of a reasonable number of business entities, trade associations and charitable organizations (provided that the Executive shall give the Board or its Chairman prior written notice before joining any new business board on or after the Effective Date), (ii) engaging in charitable activities and community affairs, (iii) accepting and fulfilling a reasonable number of speaking engagements, and (iv) managing his personal investments and affairs, including his investment in the Crocker Realty Trust, Inc., Crocker & Associates L.P. and their Affiliates; provided that such activities do not either individually or in the aggregate interfere with the proper performance of his duties and responsibilities hereunder and are not likely to be contrary to the Company’s interests.

     (c) During the Term, the Executive’s principal office, and principal place of employment, shall be in Boca Raton, Florida.

     4. Base Salary. Commencing as of the Effective Date, the Executive shall receive an annualized base salary of $375,000, payable in accordance with the regular payroll practices applicable to senior executives of the Company generally, but no less frequently than monthly (“Base Salary”). The Base Salary shall be reviewed no less frequently than annually during the Term for increase in the discretion of the compensation committee. The Base Salary shall not be decreased at any time, or for any purpose, during the Term (including, without limitation, for the purpose of determining benefits due under Section 7 hereof) without the prior written consent of the Executive.

     5. Incentive Awards. During the Term, the Executive shall be a participant in the CRT Properties, Inc. Senior Management Compensation Plan and any successor thereto (the “Plan”), and shall accordingly be entitled to receive annual cash bonuses and long-term incentive awards in accordance with the Plan. No amendment of the Plan, or of the terms of any award granted under the Plan, that is adverse to the interests of the Executive shall be effective as to bonuses and awards granted to, or earned by, the Executive during the Term. Any long-term incentive awards granted to the Executive pursuant to the Compensation Plan for Senior Officers of CRT Properties, Inc. (the “Prior Plan”) shall continue in effect, and no amendment of the Prior Plan, or the terms of any award granted under the Prior Plan, that is adverse to the Executive shall be effective as to bonuses and awards granted to, or earned by, the Executive under the Prior Plan.

     6. Other Benefits.

     (a) Employee Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available to other senior executives of the Company generally, including, without limitation, pension, profit-sharing, income deferral, savings, 401(k), and other retirement plans or programs, medical, dental, vision, prescription drug, hospitalization, short-term and long-term disability and life insurance plans and programs, accidental death and dismemberment protection, travel accident insurance, and any other employee benefit plan, program or arrangement that may from time to time be made available to other senior executives of the Company generally, including any plans, programs or arrangements that supplement the above-listed types of plans, programs or arrangements, whether funded or unfunded, subject to the terms of the applicable plan documents and generally applicable Company policies, in each case on terms and conditions that are no less favorable to him than those applying to other senior executives of the Company generally. To the extent that post-retirement welfare and other benefits then exist, the Executive shall be entitled to post-retirement welfare and other benefits on terms and conditions that are no less favorable to him than those applying to other senior executives of the Company generally. Nothing in this Section 6(a) shall be construed to require the Company to establish or maintain any particular employee or post-retirement benefit plan, program or arrangement except as expressly set forth elsewhere in this Agreement. The Company may, to the extent consistent with the foregoing, alter, modify, supplement or delete its employee and post-retirement benefit plans at any time as it sees fit without recourse by the Executive. Notwithstanding the foregoing, the Executive shall not be entitled to participate in the Amended and Restated Supplemental Executive Retirement Plan for Executives of CRT Properties, Inc. and Participating Related Entities.

     (b) Fringe Benefits, Perquisites and Vacations. During the Term, the Executive shall be entitled (i) to participate in all fringe benefits and perquisites made available to other senior executives of the Company generally, in each case on terms and conditions that are no less favorable to him than those applying to other senior executives of the Company generally and (ii) to no less than two weeks’ paid vacation per calendar year (pro-rated for partial calendar years) which, if not used, may be carried over from year to year with the approval of the Company’s Chief Executive Officer.

     (c) Reimbursement of Business and Other Expenses. The Executive shall be promptly reimbursed for all expenses reasonably incurred by him in connection with his service under this Agreement or the Prior Employment Agreement, subject to documentation in accordance with reasonable policies applying to senior executives of the Company generally. Such reimbursable expenses will include the expenses (including, without limitation, transportation, meals and lodging costs) incurred by the Executive for travel between the Company’s offices.

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     7. Termination of Employment.

     (a) Termination Due to Death or Disability, Voluntary Termination and Termination for Cause.

          (i) In the event that the Executive’s employment hereunder is terminated prior to expiration of the Term (i) due to his death or Disability, (ii) on the Executive’s own initiative or (iii) for Cause, the Executive, his estate or his beneficiaries (as the case may be) shall be entitled to the benefits described in Section 7(d) hereof, shall not receive any annual cash bonus under Section 5 hereof for the year of termination and any awards granted to the Executive under Section 5 hereof that are not both earned and vested as of the Termination Date shall be immediately forfeited.

          (ii) Neither Party may terminate the Executive’s employment hereunder for Disability without first giving 15 days’ written notice of such termination to the other Party.

          (iii) No termination of the Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section 7(a)(iii) shall first have been complied with. The Executive shall be given written notice by the Board of its intention to terminate him for Cause, such notice (the “Cause Notice”) (x) to state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based, (y) to be given no later than 180 days after the Board first learns of such circumstances and (z) to include a copy of a resolution duly adopted by at least two-thirds of the entire membership of the Board at a meeting of the Board which was called for the purpose of considering such termination and at which the Executive and his representative had the right to attend and address the Board, finding that, in the good faith determination of the Board, Cause to terminate the Executive’s employment hereunder on the stated grounds existed. The Executive shall have 10 days after receiving such Cause Notice in which to cure such grounds to the extent such cure is possible. To the extent cure is not possible, the Executive’s employment hereunder shall be terminated as of the 10th day after receiving the Cause Notice. If he fails to cure such grounds within the permitted 10-day period, as determined in good faith by the Board, the Executive’s employment hereunder shall be terminated as of the 10th day after receiving the Cause Notice. Any determination by the Board that Cause existed, or that cure was not achieved, shall (for avoidance of doubt) be subject to de novo review, at the Executive’s election, through arbitration in accordance with Section 13 hereof.

     (b) Termination Without Cause. In the event that the Executive’s employment hereunder is terminated by the Company prior to the expiration of the Term other than for Disability or death or for Cause in accordance with Section 7(a) hereof, he shall, subject to the provisions of Section 7(f) hereof, be entitled to:

          (i) an amount, payable in a lump sum as soon as practicable following the Termination Date, equal to the product of (x) the sum of his annual Base Salary at the rate in effect as of the Termination Date plus an amount equal to the average annual cash bonus earned by him for the three (3) calendar years prior to the Termination Date, multiplied by (y) the number of whole months remaining in the Term (but not less than 24) divided by (z) 12;

          (ii) an annual cash bonus under the Plan for the year of termination, determined and paid at the end of such year (x) as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals, provided that the amount actually paid shall be prorated based on the number of days during the year of termination on which the Executive was employed by the Company;

          (iii) with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened

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performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, without proration; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares, or other awards that vest pursuant to this Section 7(b)(iii) shall pay out promptly after vesting;

          (iv) continued participation, for the Executive and his dependents, through the later of the end of the Original Term and the first anniversary of the Termination Date, in all medical, dental, vision, prescription drug, hospitalization and health insurance coverages and benefits in which they were participating as of the Termination Date, on terms and conditions that are no less favorable to them than those that apply to other participants generally, and with continuation coverage benefits under group health plans as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, commencing following such period, provided, that such entitlements shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer, and provided, further, that to the extent that the Executive, or any of his dependents, is precluded from continuing full participation in any coverage or benefit as provided in this Section 7(b)(iv), the Executive shall be entitled to the after-tax economic equivalent of any coverage or benefit foregone, for which purpose the economic equivalent shall be deemed to be the total cost of obtaining such coverage or benefit on an individual basis, with payment of such after tax economic equivalent to be made quarterly in advance, without discount; and

          (v) the benefits described in Section 7(d) hereof.

     (c) Expiration of the Term. In the event that the Executive’s employment hereunder terminates by expiration of the Term pursuant to notice of non-extension in accordance with Section 2 hereof, the Executive shall be entitled to:

          (i) if the applicable notice of non-extension was given by the Company, and solely with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, without proration; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period, and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 7(c)(iii) shall pay out promptly after vesting;

          (ii) if the applicable notice of non-extension was given by the Executive, and solely with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP

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benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, provided that the amount of any award vesting pursuant to this subclause (B) shall be prorated based on the total number of days in the shortened performance period as compared with the total number of days in the original scheduled performance period; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 7(c)(ii) shall pay out promptly after vesting; and

          (iii) in either event, the benefits described in Section 7(d) hereof.

     (d) Miscellaneous. On any termination of the Executive’s employment hereunder, he shall be entitled to:

          (i) Base Salary through the Termination Date;

          (ii) the balance of any annual, long-term, or other incentive award earned (but not yet paid or forfeited) with respect to any performance period ending on or before the Termination Date;

          (iii) a lump-sum payment in respect of accrued but unused vacation days (up to 25 days) at his Base Salary rate in effect as of the Termination Date; and

          (iv) other or additional benefits in accordance with applicable plans, programs and arrangements of the Company and its Affiliates (including, without limitation, Sections 5, 6 and 8 hereof; any Stock Option, Restricted Stock or LTIP agreement or award; and any award under the Prior Plan).

     (e) No Mitigation; No Offset. In the event of any termination of the Executive’s employment hereunder, the Executive shall be under no obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due the Executive under this Agreement or otherwise (except as expressly set forth in Section 7(b)(iv) above) on account of (x) any Claim that the Company may have against him, except upon the Company’s obtaining of a final unappealable judgment against him or (y) any remuneration or other benefit earned or received by the Executive after such termination. Any amounts due under this Section 7 are considered to be reasonable by the Company and are not in the nature of a penalty. Notwithstanding the foregoing, the Company may offset amounts due the Executive under this Agreement against any amounts then due under any loan made by the Company to the Executive pursuant to any agreement entered into after the Effective Date.

     (f) Release. As a condition to receiving the payments and benefits described in Section 7(b) or (g) hereof, the Executive must execute, deliver to the Company, and not revoke (within the time period permitted by applicable law) a general release substantially in the form attached hereto as Appendix I. No payments or benefits provided for in Section 7(b) or (g) hereof (other than payments and benefits that would have been due, under Section 7(d) hereof, even if the termination of the Executive’s employment had been for Cause in accordance with Section 7(a)(iii) hereof) will be made until the general release has become effective.

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     (g) Termination for Good Reason after a Change in Control. In the event that a Change in Control occurs during the Term, the Executive may terminate his employment hereunder within 12 months following the Change in Control for Good Reason, on 10 days’ notice to the Company, if he first provides the Company with a Notice of Termination for Good Reason and if the grounds claimed in such notice to constitute Good Reason are not corrected prior to the date of requested cure set forth in such notice. Such notice shall be provided within 90 days after the Executive first learns of the occurrence of any of the events that are claimed in such notice to constitute Good Reason. Any failure by the Executive to set forth in a Notice of Termination for Good Reason any facts or circumstances that contribute to the showing of Good Reason shall not waive any right of the Executive hereunder or preclude him from asserting such fact or circumstances in enforcing his rights hereunder. For purposes of this Agreement, any termination of his employment hereunder by the Executive during the 90 day period that commences 270 days after any Change in Control shall be deemed to be a termination for Good Reason governed by this Section 7(g). In the event that the Executive terminates his employment hereunder for Good Reason following a Change in Control prior to the expiration of the Term, he shall, subject to the provisions of Section 7(f) hereof, have the same entitlements as provided under Section 7(b) hereof in the case of a termination by the Company without Cause.

     8. Change in Control.

     (a) In the event that a Change in Control occurs while the Executive is employed hereunder, the Executive shall be entitled, to the following with respect to any Restricted Stock, OPP benefit, or other award under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the date of such Change in Control shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the date of such Change in Control, if a pertinent performance period (including, for this purpose, the longest multi-year performance period that could have applied had no Change in Control occurred) has not ended on or prior to such date, the amount of the award (e.g., the number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date without proration; (C) with respect to the OPP, if the date of such Change in Control occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the date of such Change in Control, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares or other awards that vest pursuant to this Section 8(a) shall pay out promptly after vesting.

     (b) In the event that a Change in Control occurs, the Executive shall be entitled to other or additional benefits (if any) in accordance with applicable plans, programs and arrangements of the Company and its Affiliates (including, without limitation, any outstanding Stock Option).

     (c) In the event that any payment or benefit made or provided to or for the benefit of the Executive in connection with this Agreement, his employment with the Company, or any termination of such employment (a “Payment”) is determined to be subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (or any successor to such Section), the Executive shall be entitled to receive, prior to the time any Excise Tax is payable with respect to such Payment (through withholding or otherwise), an additional amount which, after the imposition of all income, employment, excise and other taxes thereon, is equal to the sum of the Excise Tax on such Payment plus any penalty and interest assessments associated with such Excise Tax. The determination of whether any Payment is subject to an Excise Tax and, if so, the amount to be paid to the Executive and the time of payment pursuant to this Section 8(c) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm selected by the Company unless the Executive reasonably objects to the use of that firm, in which event the Auditor shall be a nationally recognized United States public accounting firm chosen by the Executive in consultation with the Company. The Parties shall

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cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for Excise Tax. All expenses relating to any such Proceeding or Claim (including reasonable attorneys’ fees and other expenses incurred by the Executive in connection therewith) shall be paid by the Company, promptly upon request by the Executive, and any such payment shall (for the avoidance of doubt) be subject to gross-up under this Section 8(c) in the event that the Executive is subject to Excise Tax on it.

     9. Indemnification.

     (a) If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another Person, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, against the Executive that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ and other professional fees and charges reasonably incurred, judgments, interest, expenses of investigation reasonably incurred, penalties, fines, ERISA excise taxes or penalties, and amounts paid or to be paid pursuant to settlements reasonably entered into) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other Person and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 9(a) hereof, any such advancement to be made within 15 days after the Executive gives written notice, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. The Executive shall be deemed to have met any standard of conduct required for indemnification unless the contrary shall be established by the Company. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law).

     (b) A directors’ and officers’ liability insurance policy (or policies) shall be kept in place, during the Term and thereafter until the sixth anniversary of the Termination Date, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to other present or former senior executives of the Company generally. This Section 9(b) does not obligate the Company to maintain a directors’ and officers’ liability insurance policy.

     10. Restrictive Covenants.

     (a) During the Term and at all times thereafter, the Executive shall not, without the prior written consent of the Company, use any Confidential Information for any purpose other than on the Company’s behalf or divulge, disclose or make accessible to any other Person any Confidential Information except (i) to the Company and its Affiliates, or to any authorized agent or representative of any of them, (ii) in connection with performing his duties hereunder, (iii) when required to do so by law or by a court, governmental agency, legislative body, or arbitrator or other Person with jurisdiction to order him to divulge, disclose or make accessible such information, (iv) in the course of any Proceeding under Section 10(c) or 13 hereof, or (v) in confidence to an attorney or other professional advisor for the purpose of securing professional advice. In the event that the Executive is required to disclose any Confidential Information pursuant to clause (iii) or (iv) of the immediately preceding sentence, he shall (A) promptly give the Company notice that such disclosure is or may be made, and (B) cooperate with the Company, at its reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential Information (including, in the event that the Company shall have paid for the retention by him of his own counsel, only disclosing that portion of the Confidential Information which he is advised by such counsel is legally required).

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Upon any termination of his employment with the Company, he shall immediately return or destroy all Confidential Information that is in physical (including electronic) form and is then in his possession, including all notes, copies, reproductions, summaries, analysis, and extracts thereof then in his possession, provided that the Executive may in any event retain his personal rolodex, his personal correspondence files, and documents relating to his compensation, benefits and other entitlements.

     (b) During the Term, and (provided that neither the Company nor any of its Affiliates shall, on or after the Termination Date, have materially breached any of their material obligations to the Executive under this Agreement or otherwise, which breach shall have continued uncured for 15 days after the Executive has given written notice requesting cure) for a period of two (2) years thereafter, the Executive shall not, without the prior written consent of the Company and other than in connection with his services hereunder during the Term, become employed in an executive capacity similar to the capacity in which he served the Company hereunder by any of the following:

          (i) any southeastern public office REIT; or

          (ii) any southeastern private office REIT with net assets in excess of $200 million.

     (c) In the event of any actual or threatened breach by the Executive of any of the provisions of Sections 10(a) or (b) hereof, the Company shall be entitled to seek an injunction, through arbitration in accordance with Section 13 hereof or from any court with jurisdiction over the matter and the Executive, restraining the Executive from violating such provision, without the necessity of proving actual damages or the inadequacy of a legal remedy.

     (d) All work performed by the Executive during the course of his employment with the Company (whether alone or with others) in (i) creating, developing, modifying, enhancing or maintaining computer programs, databases and the like and/or (ii) creating, developing or modifying works to which copyright protection may attach, shall be considered “works made for hire” to the extent permitted under applicable copyright law and shall be the exclusive property of the Company. To the extent such works are not considered works made for hire, all right, title and interest in and to such works, including, but not limited to, the copyright, renewals and extensions thereof, is hereby assigned to the Company and the Executive agrees to execute, promptly upon the Company’s reasonable request and at its sole expense, any documents in relation to said assignment as are reasonably necessary to perfect the Company’s exclusive ownership therein.

     (e) The Executive hereby assigns all right, title and interest in and to all inventions and methods (whether or not patentable or reduced to practice), improvements, discoveries, techniques, formulae and processes, created, developed or conceived by the Executive during the Term and relating to the Company’s business. After termination of his employment, the Executive will cooperate with the Company, at the Company’s reasonable request and sole expense, in the protection and enforcement of the rights and property of the Company in any invention, method, improvement, discovery, techniques, formulae or process, assignable or assigned hereunder to the Company, applications for patents therefor, and patents granted thereon. In the event the Company is unable for any reason to secure such cooperation, the Executive hereby irrevocably designates and appoints the Company, its officers and agents as his agents and attorneys-in-fact to act, at the Company’s sole expense, for and on the Executive’s behalf to execute and file any patent application and assignments with the same legal force and effect as if executed by the Executive, and to do all other lawfully permitted acts, in each case as reasonably necessary to further the prosecution and issuance of patents thereon.

     (f) The Executive acknowledges and agrees that the Company is and will be the sole and exclusive owner of all trademarks, service marks, patents, copyrights, trade dress, trade secrets, business names, inventions, proprietary know-how and information of any type, whether or not in writing and all other intellectual property of the Company created by the Executive during; his employment with the Company and relating to the Company’s business. The Executive further acknowledges and agrees that any and all derivative works based on intellectual property subject to this Section 10(f) hereof, created during the Term shall be exclusively owned by the Company.

     (g) Nothing in this Agreement shall be construed to grant the Executive any right, title or interest in, or any license (express or implied) to use, any intellectual property owned or used by the Company (including,

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without limitation, any trademarks, trade dress, service marks, copyrights, trade secrets, patents or proprietary know-how or information of any type, whether written or not written) except solely in the course of his employment with the Company.

     (h) There shall be no contractual or similar restrictions on the Executive’s conduct following termination of his employment hereunder, other than restrictions expressly set forth in this Agreement and restrictions enforceable solely by forfeiture of benefits to which he might otherwise be entitled.

     11. Assignability; Binding Nature.

     (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns.

     (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.

     (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or by operation of law, except to the extent otherwise provided in Section 15(e) hereof.

     12. Representations.

     (a) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under it; (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound; and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

     (b) The Executive represents and warrants that, to the best of his knowledge and belief (i) delivery and performance of this Agreement by him does not violate any applicable law, regulation, judgment or decree or any agreement to which the Executive is a party or by which he is bound and (ii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

     13. Resolution of Disputes. Any Claim arising out of or relating to this Agreement, any other agreement between the Executive and the Company or its Affiliates, the Executive’s employment with the Company, or any termination thereof (collectively, “Covered Claims”) shall (except to the extent otherwise provided in Section 10(c) hereof with respect to certain requests for injunctive relief) be resolved by binding confidential arbitration, to be held in Boca Raton, Florida, in accordance with the Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) of the American Arbitration Association and this Section 13. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall promptly pay all costs and expenses (including without limitation reasonable attorneys’ fees and other charges of counsel) incurred by the Executive or his beneficiaries in resolving any Covered Claim, subject to

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receiving a written undertaking from the recipient to reimburse any such amounts paid to the extent that it is finally determined that the Company substantially prevailed in respect of such Covered Claim.

     14. Notices. Any notice, consent, demand, request, or other communication given to a Person in connection with this Agreement shall be in writing and shall be deemed to have been given to such Person (x) when delivered personally to such Person or (y), provided that a written acknowledgment of receipt is obtained, five days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the address (if any) specified below for such Person (or to such other address as such Person shall have specified by ten days’ advance notice given in accordance with this Section 14) or (z), in the case of the Company only, on the first business day after it is sent by facsimile to the facsimile number set forth below (or to such other facsimile number as shall have specified by ten days’ advance notice given in accordance with this Section 14), with a confirmatory copy sent by certified or registered mail or by overnight courier in accordance with this Section 14.

If to the Company:	Benjamin C. Bishop, Jr. 50 North Laura Street Suite 3625 Jacksonville, FL 32202 Phone #: (904) 354-5573 Fax #: (904) 354-7033
and a copy to:	Ettore A. Santucci, P.C. Goodwin Procter LLP Exchange Place Boston, MA 02109 Phone # (617) 570-1000 Fax # (617) 523-1231
If to the Executive:	The address of his principal residence as it appears in the Company’s records, with a copy to him (during the Term) at his office in Boca Raton, Florida,
and a copy to:	Morrison Cohen LLP 909 Third Avenue, 27th Floor New York, NY 10017 Attn: Robert M. Sedgwick Phone: 212-735-8833 Fax: 212-735-8708 E-mail: rsedgwick@morrisoncohen.com
If to a beneficiary of the Executive:	The address most recently specified by the Executive or the beneficiary.

     15. Miscellaneous.

     (a) Entire Agreement. This Agreement contains the entire understanding and agreement between the Parties concerning the specific subject matter hereof and supersedes in entirety, as of the Effective Date, any prior employment agreement between the Executive and the Company, provided however, that nothing herein shall limit or reduce any right or benefit that has accrued to the Executive as of the Effective Date under the Prior Employment Agreement, nor shall anything herein reduce, or otherwise adversely affect, any right or benefit to which the

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Executive would have been entitled, with respect to any award under the Prior Plan, under Sections 7(a) through 7(d) or Section 8(a) of the Prior Employment Agreement, as if such Sections had been incorporated verbatim into this Agreement.

     (b) Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is set forth in a writing that expressly refers to the provision of this Agreement that is being amended and that is signed by the Executive and by an authorized (or apparently authorized) officer of the Company. No waiver by any Person of any breach of any provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision at the same or any other time. To be effective, any waiver must be set forth in a writing signed by the waiving Person and must specifically refer to the provision of this Agreement whose breach is being waived.

     (c) Inconsistencies. In the event of any inconsistency between any provision of this Agreement and any provision of any employee handbook, personnel manual, program, policy, or arrangement of the Company or any of its Affiliates, or any provision of any agreement, plan, or corporate governance document of any of them, the provisions of this Agreement shall control unless the Executive otherwise agrees in a writing that expressly refers to the provision of this Agreement whose control he is waiving.

     (d) Headings. The headings of the Sections and sub-sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

     (e) Beneficiaries/References. The Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following the Executive’s death by giving written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, references in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

     (f) Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall survive any termination of the Executive’s employment.

     (g) Severability. To the extent that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect so as to achieve the intentions of the Parties, as set forth in this Agreement, to the maximum extent possible.

     (h) Withholding Taxes. The Company may withhold from any amount or benefit payable under this Agreement taxes that it is required to withhold pursuant to any applicable law or regulation.

     (i) Governing Law. This Agreement shall be governed, construed, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Florida, without reference to principles of conflict of laws.

     (j) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

	CRT Properties, Inc.
Date: January 13, 2005	By:	/s/ Benjamin C. Bishop, Jr.
		Name:	Benjamin C. Bishop, Jr.
		Title:	Chairman of the Compensation Committee of the Board of Directors of CRT Properties, Inc.

	The Executive
Date: January 13, 2005
	/s/ Thomas C. Brockwell
	Thomas C. Brockwell

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EXHIBIT A

DEFINITIONS

a.   “Affiliate” of a Person shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

b.   “Agreement” shall mean this Employment Agreement, which includes for all purposes its Exhibit A.

c.   “Cause” shall mean:

i.	the Executive is convicted of, or pleads guilty or nolo contendere to, a felony (other than a felony involving a traffic violation or as a result of vicarious liability); or
ii.	willful misconduct by the Executive with regard to the Company that has a material adverse effect on the Company; provided that misconduct shall not be deemed “willful” unless the Executive engages in it in bad faith and without a reasonable belief that it is in, or not opposed to, the interests of the Company.

d.   “Change in Control” shall mean the occurrence of any of the following events:

i.	the Company ceases to be a publicly owned corporation having at least 500 stockholders;
ii.	there occurs any event or series of events that would be required to be reported as a change of control in response to item 1(a) on a Form 8-K filed by the Company under the Securities Act of 1933 or in any other filing by the Company with the Securities and Exchange Commission unless the person, as that term is defined or used in Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934 (for purposes of this definition, “Person”), acquiring control is an affiliate of the Company as of the date the stockholders of the Company approved the CRT Properties, Inc. 1998 Equity and Cash Incentive Plan;
iii.	the Company executes an agreement of acquisition, merger, or consolidation which contemplates that after the effective date provided for in the agreement all or substantially all of the business and/or assets of the Company will be controlled by another Person; provided, however, for purposes of this subparagraph (iii) that if such an agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured and if the voting shareholders of such other Person shall, immediately after such effective date, be substantially the same as the voting shareholders of the Company immediately prior to such effective date, the execution of such agreement shall not, by itself, constitute a Change in Control;
iv.	any Person (other than the Company, a majority-owned subsidiary of the Company, an employee benefit plan maintained by the Company or a majority-owned subsidiary of the Company) becomes the beneficial owner, directly or indirectly (either as a result of the acquisition of securities or as the result of an arrangement or understanding, including the holding of proxies, with or among security holders), of securities of the Company representing 25% or more of the votes that could then be cast in an election for members of the Board unless within 15 days of being advised that such ownership level has been reached, the Board adopts a resolution approving the acquisition of that level of securities ownership by such Person;
v.	during any period of twenty-four (24) consecutive months, commencing after the date the Company’s shareholders approved the CRT Properties, Inc. 1998 Equity and Cash Incentive Plan, individuals who at the beginning of such twenty-four (24) month period were directors of the Company shall cease to constitute at least a majority of the Board, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of (i) the directors then is in office who were directors at the beginning of the twenty-four (24) month period or (ii) the directors specified in clause (i) above plus directors whose election has been so approved by directors specified in clause (i) above, or

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vi.   (x) the Company combines with another entity and is the surviving entity, or (y) all or substantially all of the assets or business of the Company are disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (any event described in clause (x) or (y) being a “Triggering Event”), unless the holders of Voting Securities of the Company immediately prior to such Triggering Event own, directly or indirectly, by reason of their ownership of Voting Securities of the Company immediately prior to such Triggering Event, at least a majority of the Voting Securities (measured both by number of Voting Securities and by voting power and excluding all Voting Securities owned by all new equity investors that invest in the Company simultaneously with the occurrence of the Triggering Event) of (q) in the case of a combination in which the Company is the surviving entity, the surviving entity and (r) in any other case, the entity (if any) that succeeds to all or substantially all of the Company’s business and assets.

e.   “Claim” shall include, without limitation, any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information.

f.   “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section.

g.   “Common Stock” shall mean common stock, par value $.01, of the Company.

h.   “Company Ending Value” shall mean the Company Ending Value, or equivalent, as used in the OPP.

i.   “Confidential Information” shall mean all confidential or proprietary information developed or used by the Company or any of its Affiliates, whether or not such information is in tangible form, including any confidential or proprietary customer lists, marketing strategies, plans and programs, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any of its subsidiaries or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or its subsidiaries, but shall not include any information that (x) has previously been disclosed to the public, or is in the public domain, other than as a result of the Executive’s breach of Section 10(a) hereof, or (y) is known or generally available to the public or within any trade or industry of the Company or any of its Affiliates.

j.   “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities hereunder for either (x) 180 consecutive days or (y) an aggregate of 270 days in any 365 day period, in either case, as determined below. The Executive may, and at the request of the Company shall, submit to medical examinations by a physician selected by the Company, to whom the Executive has no reasonable objection, at the times selected by the Company, to determine whether the Executive is unable, due to physical or mental incapacity, to substantially perform his duties hereunder. Such determination shall, if made reasonably and in good faith, be conclusive. If the Executive unreasonably refuses to submit to such medical examinations, the Company’s determination as to whether the Executive is unable, due to physical or mental incapacity, to substantially perform his duties hereunder shall be conclusive.

k.   “Executive” shall have the meaning set forth in the preamble to this Agreement, as modified by Section 15(e) hereof.

l.   “Good Reason” shall mean the occurrence of any of the following events during the Term without the Executive’s prior written consent and without full cure prior to the date for cure set forth in the Notice of Termination for Good Reason (with a minimum cure period of 10 days after the Executive provides the Company with the Notice of Termination for Good Reason reduced to five days in the case of events described in clauses (i) and (ii) of the definition of Good Reason):

i.   any failure to continue the Executive as Executive Vice President of the Company (except in connection with the termination of the Executive’s employment for Cause or Disability or as a result of the Executive’s death or temporarily as a result of the Executive’s illness or other absence):

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ii.	any material diminution in the responsibilities or authorities which the Executive possessed immediately prior to the Change in Control (except in connection with the termination of the Executive’s employment for Cause or Disability or as a result of the Executive’s death or temporarily as a result of the Executive’s illness or other absence); the assignment to him of duties that are materially inconsistent with, or materially impair his ability to perform, the duties assigned to him immediately prior to the Change in Control; or any change in the reporting structure so that the Executive is required to report, in his role as Executive Vice President of the Company, to any Person other than the Company’s Chief Executive Officer, the Board or the Chairman of the Board;
iii.	any relocation of the Executive’s principal office, or principal place of employment, to a location that is more than 35 miles from (x) its location immediately prior to the Change in Control and (y) the Executive’s principal residence at the time of the relocation;
iv.	any material breach by the Company of any of its obligations under Sections 3 through 6, 8 or 9 hereof, or of any of its representations or warranties in Section 12(a) hereof; or
v.	any failure by any successor to all or substantially all of the Company’s business or assets (whether by reconstruction, amalgamation, combination, merger, consolidation, sale, liquidation, dissolution or otherwise) to assume, in a writing delivered to the Executive at the time of such successorship transaction, the Company’s obligations hereunder.

m.   “Measurement Period” shall have the meaning set forth in the OPP.

n.   “Notice of Termination for Good Reason” shall mean a notice that sets forth in reasonable detail the circumstances claimed to provide a basis for termination for Good Reason and that sets forth a date, not less than 10 days nor more than 60 days after the date the Company receives the notice, by which cure of the circumstances claimed to constitute a basis for termination for Good Reason is requested; provided, however, that in the case of events described in clauses (i) and (ii) of the definition of Good Reason, the date may be five days after the date the Company receives the notice.

o.   “OPP” shall mean the outperformance program described in the Plan, and any successor to such program.

p.   Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity.

q.   “Prior Employment Agreement” shall have the meaning set forth in the first “Whereas” clause in this Agreement.

r.   “Proceeding” shall include, without limitation, any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal, informal or other.

s.   “Restricted Stock” shall mean any compensatory restricted shares, phantom shares, or analogous rights granted by or on behalf of the Company or any of its Affiliates, and any security or right received in respect of any of the foregoing shares or rights.

t.   “Stock Option” shall mean any compensatory option or warrant to acquire securities of the Company or any of its Affiliates; any compensatory stock appreciation right, phantom stock option or analogous right granted by or on behalf of the Company or any of its Affiliates; and any security or right received in respect of any of the foregoing options, warrants or rights.

u.   “Term” shall have the meaning set forth in Section 2 hereof.

v.   “Termination Date” shall mean the date on which the Executive’s employment hereunder terminates in accordance with this Agreement.

w.   “Voting Securities” shall mean issued and outstanding securities of any class or classes having general voting power, under ordinary circumstances in the absence of contingencies, to elect the members of the Board.

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APPENDIX I

FORM OF GENERAL RELEASE

     In consideration of certain payments and benefits to be provided to him pursuant to Section 7 of the Employment Agreement (the “Employment Agreement”) entered into as of January 1, 2002, by and between himself and CRT Properties, Inc. (the “Company”), Thomas C. Brockwell (the “Executive,”), for himself, his heirs, assigns, successors, executors, and administrators (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (i) the Company, and each of its predecessors, successors, and “Affiliates” (as such term is defined in the Employment Agreement), forever and unconditionally, from any and all manner of action, claim, demand, damages, cause of action, debt, sum of money, contract, covenant, controversy, agreement, promise, judgment, and demand whatsoever, in law or equity, known or unknown, existing or claimed to exist (hereinafter, collectively referred to as “Claims”) arising from the beginning of time through the execution of this General Release and (ii) the officers, directors, employees, agents, representatives, consultants, and independent contractors of the parties listed in (i) and/or anyone else connected with each of them (the parties described in (i) and (ii) collectively, the “Released Parties”), forever and unconditionally, from any and all Claims that arise out of, or relate to, the Executive’s employment with the Company or the termination of such employment arising from the beginning of time through the execution of this General Release, in each case, including (without limitation) any such Claim (i) that is a discrimination claim based on race, religion, color, national origin, age, sex, sexual orientation or preference, disability or retaliation, (ii) that is based on any cause of action under the following in each case as amended: the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1968, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974 (except any valid claim to recover vested benefits, if applicable), (iii) that is based on any applicable Executive Order program, and their state or local counterparts, including, without limitation, the Florida Civil Rights Act of 1992, and/or any other federal, state or local law, rule, regulation, constitution or ordinance, (iv) that arises under any public policy or common law or under any practices or procedure of the Company, (v) that is based on any claim for wrongful termination, back pay, future wage loss, and/or (vi) that is based on any other claim, whether in tort, contract or otherwise, or any claim for costs, fees or other expenses, including attorneys’ fees; provided, however, that nothing herein shall be deemed to affect or release any Claim (x) that arises out of, or is preserved by, any of Sections 7 through 15 of the Employment Agreement, including (without limitation) Section 7(d)(iv), or (y) that is brought as a counter-claim in any proceeding. This General Release shall become null and void in the event that the Company materially breaches, after the Executive’s employment under the Employment Agreement terminates, any material obligation to the Executive that arises under, or is preserved by, the Employment Agreement.

     By signing this General Release, the Executive acknowledges that:

i.	he has read and fully understands the terms of this General Release and had the opportunity to negotiate its terms at the time he entered into the Employment Agreement;
ii.	he has been advised to consult with his attorneys, concerning the terms of this General Release, and that he has done so to the extent he deems necessary;
iii.	he had ample opportunity to negotiate through his attorneys concerning this General Release at the time he entered into the Employment Agreement;
iv.	he has agreed to execute this General Release knowingly, voluntarily, with such advice from his counsel as he deemed appropriate, and was not subjected to any undue influence or coercion in agreeing to its terms;
v.	he has been given 21 days to consider this General Release, and acknowledges that in the event that he executes this General Release prior to the expiration of the 21 day period, he hereby waives the balance of said period;

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vi.

he will have seven (7) days following his execution of this General Release to revoke this General Release, and this General Release shall not become effective or enforceable until the revocation period has expired. Any revocation within this seven (7) day period must be submitted in writing and personally delivered, or mailed, by 5:30 p.m. on the 7th day following his execution of this General Release to [ ], CRT Properties, Inc. [address]. No payments or benefits provided for in Section 7 of the Employment Agreement (other than payments and benefits that would have been due under Section 7(d) of the Employment Agreement even if the termination of the Executive’s employment had been for cause in accordance with Section 7(a)(iii) of the Employment Agreement) will be made until after the seven (7) day period has expired and this General Release has become effective. If this General Release is revoked by the Executive, then the Company shall not be required to provide any of the payments and benefits otherwise required under Section 7 of the Employment Agreement (other than payments and benefits that would have been due under Section 7(d) of the Employment Agreement even if the termination of the Executive’s employment had been for cause in accordance with Section 7(a)(iii) of the Employment Agreement); and

vii.

no provision of this General Release may be modified, changed, waived or discharged unless such waiver, modification, change or discharge is agreed to in a writing that has been signed by the Company and the Executive.

THE COMPANY	THE EXECUTIVE
Name:
Title:	Thomas C. Brockwell
Date:	Date:

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EX-10.5

EXHIBIT 10.5

January 13, 2005

CONFIDENTIAL

[Name]
[Address]

Re:  Participation In The 2005 Senior Management Compensation Plan

Dear [Name]:

You have been selected to be a participant in the CRT Properties, Inc. Senior Management Compensation Plan (the “Plan”) for the year ending December 31, 2005. The Plan consists of four components which are: (i) a review of each participating member’s annual salary; (ii) the ability to earn a potential cash bonus based on each member’s annual performance and the operating performance of the Company in 2005; (iii) a grant of restricted stock which will vest 50% based on service and 50% based on the performance of the Company over a five-year period commencing January 1, 2005; and (iv) a share of a performance pool to be established in January 2008 if the Company’s total return to shareholders over a three-year period commencing January 1, 2005 exceeds performance goals set by the Compensation Committee and set forth in the Plan.

Your salary for 2005 will be $___. Your bonus opportunity will range from a threshold of ___% to a target of ___%, up to a maximum of ___% of base salary depending on satisfaction of both personal goals and corporate financial goals as set forth in subsequent written communication to you.

In early 2005, you will receive a grant of restricted stock with a dollar value of $___. The number of actual shares will be determined by dividing $___by the average closing price of CRT shares for the first ten trading days of 2005. Fifty percent of the grant of restricted stock would vest based on time and service (10% on December 31, 2005, 2006, 2007, 2008 and 2009, subject to continued employment) and 50% would vest based on the Company’s satisfaction of performance goals of the Plan in each of 2005, 2006, 2007, 2008 and 2009. This grant is conditioned upon your agreement to retain CRT shares with a minimum value of ___times your annual base salary.

You will also participate in the Outperformance segment of the Plan. In early 2008, if the Company satisfies the performance goals set forth in the Plan, a performance pool will be established. If you are employed on December 31, 2007, you will receive ___% of the performance pool. Your award will be made in shares of restricted stock, 50% of which would vest immediately upon grant, and 25% would vest on December 31, 2008 and December 31, 2009, subject to continued employment.

Special provisions will apply to your restricted stock grants in connection with a Change in Control (as defined in the Plan). The Company will not deliver CRT shares to you until you have reimbursed the Company, in cash, for the amount of any taxes required by law to be withheld with respect to the vesting of the shares. The Company will have the right to deduct any such taxes from any payment of any kind which becomes payable to you.

If a Change in Control occurs during 2005 and your employment with the Company is terminated within 12 months without Cause (as defined below), you shall be entitled to an amount, payable in a lump-sum as soon as practicable following the date of your termination, equal to 2 times the sum of your annual base salary at the rate in effect as of the date of your termination and an amount equal to the average annual cash bonus earned by you for the three calendar years (or all consecutive full calendar years of employment, if shorter) prior to the date of termination, provided that you execute, deliver and do not revoke (within the time period permitted by applicable law) a general release substantially in the form attached hereto as Appendix I. “Cause” exists if you are convicted of, or plead guilty or nolo contendere to, a felony (other than a felony involving a traffic violation or as a result of vicarious liability) or if you engage in willful misconduct with regard to the Company that has a material adverse effect on the Company. Misconduct will not be deemed “willful” unless you engage in it in bad faith and without a reasonable belief that it is in, or not opposed to, the interests of the Company.

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If and to the extent that any provision contained in this Participation Letter is inconsistent with the Plan, the Plan shall govern.

Yours truly,

Benjamin C. Bishop, Jr. Chairman, Compensation Committee

BCBJr:sa

cc:  Mr. Thomas J. Crocker
Members of the Committee

APPENDIX I

FORM OF GENERAL RELEASE

     In consideration of certain payments and benefits to be provided to him pursuant to the Letter Agreement (the “Participation Letter”) dated January ___, 2005 from CRT Properties, Inc. (the “Company”), _____________ (the “Executive”), for himself, his heirs, assigns, successors, executors, and administrators (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (i) the Company, each of its predecessors, successors, and affiliates forever and unconditionally, from any and all manner of action, claim, demand, damages, cause of action, debt, sum of money, contract, covenant, controversy, agreement, promise, judgment, and demand whatsoever, in law or equity, known or unknown, existing or claimed to exist (hereinafter, collectively referred to as “Claims”) arising from the beginning of time through the execution of this General Release and (ii) the officers, directors, employees, agents, representatives, consultants, and independent contractors of the parties listed in (i) and/or anyone else connected with each of them (the parties described in (i) and (ii) collectively, the “Released Parties”), forever and unconditionally, from any and all Claims that arise out of, or relate to, the Executive’s employment with the Company or the termination of such employment arising from the beginning of time through the execution of this General Release, in each case, including (without limitation) any such Claim (i) that is a discrimination claim based on race, religion, color, national origin, age, sex, sexual orientation or preference, disability or retaliation, (ii) that is based on any cause of action under the following in each case as amended: the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1968, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974 (except any valid claim to recover vested benefits, if applicable), (iii) that is based on any applicable Executive Order program, and their state or local counterparts, including, without limitation, the Florida Civil Rights Act of 1992, and/or any other federal, state or local law, rule, regulation, constitution or ordinance, (iv) that arises under any public policy or common law or under any practices or procedure of the Company, (v) that is based on any claim for wrongful termination, back pay, future wage loss, and/or (vi) that is based on any other claim, whether in tort, contract or otherwise, or any claim for costs, fees or other expenses, including attorneys’ fees; provided, however, that nothing herein shall be deemed to affect or release any Claim (x) that arises out of, or is preserved by, the Participation Letter, or (y) that is brought as a counter-claim in any proceeding.

     By signing this General Release, the Executive acknowledges that:

     (i) he has read and fully understands the terms of this General Release;

     (ii) he has been advised to consult with his attorneys, concerning the terms of this General Release, and that he has done so to the extent he deems necessary;

     (iii) he has agreed to execute this General Release knowingly, voluntarily, with such advice from his counsel as he deemed appropriate, and was not subjected to any undue influence or coercion in agreeing to its terms;

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     (iv) he has been given 21 days to consider this General Release, and acknowledges that in the event that he executes this General Release prior to the expiration of the 21 day period, he hereby waives the balance of said period;

     (v) he will have seven (7) days following his execution of this General Release to revoke this General Release, and this General Release shall not become effective or enforceable until the revocation period has expired. Any revocation within this seven (7) day period must be submitted in writing and personally delivered, or mailed, by 5:30 p.m. on the 7th day following his execution of this General Release to [          ], CRT Properties, Inc. [ address]. No payments provided for in the Participation Letter will be made until after the seven (7) day period has expired and this General Release has become effective. If this General Release is revoked by the Executive, then the Company shall not be required to provide any of the payments required under the Participation Letter; and

     (vi) no provision of this General Release may be modified, changed, waived or discharged unless such waiver, modification, change or discharge is agreed to in a writing that has been signed by the Company and the Executive.

THE EXECUTIVE

_____________________
Date:

3