Exhibit 99.1
CHANGE IN CONTROL
AGREEMENT
FOR EXECUTIVE VICE
PRESIDENT
THIS CHANGE IN CONTROL
AGREEMENT (“Agreement”) is made and entered
into as of this 3rd day of October, 2005, by and between Washington
Real Estate Investment Trust, a real estate investment trust
organized under the laws of the State of Maryland (the
“Trust”), and Christopher P. Mundy
(“Employee”).
WHEREAS, Employee currently is
employed in a key position with the Trust; and
WHEREAS, the parties believe it is
in their mutual best interests to reach an understanding concerning
the Trust’s obligations to continue Employee’s
compensation and certain health benefits should Employee’s
employment be terminated under certain conditions described
herein;
NOW, THEREFORE, in consideration of
the promises contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree to the following terms:
1.
Definitions : For
the purposes of this Agreement, the following words and phrases
shall have the meanings set forth below:
A. Change in
Control : “Change in Control” means an event
or occurrence set forth in any one or more of subsections
(i) through (iv) below (including any event or occurrence
that constitutes a Change in Control under one of such subsections
but is specifically exempted from another such
subsection):
(i) the acquisition by an
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership of any shares of
beneficial interest in the Trust if, after such acquisition, such
Person beneficially owns (within the meaning of rule 13d-3
promulgated under the Exchange Act) 40% or more of either
(A) the then-outstanding shares of beneficial interest in the
Trust (the “Outstanding Trust Shares”) or (B) the
combined voting power of the then-outstanding shares of beneficial
interest the Trust entitled to vote generally in the election of
trustees (the “Outstanding Trust Voting Shares”);
provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change in Control:
(A) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Trust or any corporation
controlled by the Trust, or (B) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(A) and (B) of subsection (iii) of this
Section 1(A); or
(ii) such time as the Continuing
Trustees (as defined below) do not constitute a majority of the
Board (or, if applicable, the Board of Directors or Trustees of a
successor corporation or other entity to the Trust), where the term
“Continuing Trustee” means at any date a member of the
Board (A) who was a member of the Board on the date hereof or
(B) who was nominated or elected subsequent to the date hereof
with the approval of other Board members who themselves constitute
Continuing Trustees at the time of such nomination or election;
provided, however, that there shall be excluded from this clause
(B) any individual whose initial assumption of office occurred
as a result of an actual or threatened election contest with
respect to the election or removal of trustees or other actual or
threatened solicitation of proxies or consents, by or on behalf of
a person other than the Board; or
(iii) the consummation of a merger,
consolidation, reorganization, recapitalization or statutory share
exchange involving the Trust or a sale or other disposition of all
or substantially all of the assets of the Trust in one or a series
of transactions (a “Business Combination”), unless,
immediately following such Business Combination, each of the
following two conditions is satisfied: (A) all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Trust Shares and Outstanding
Trust Voting Shares immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of the
then-outstanding shares of beneficial interest or stock, as the
case may be, and the combined voting power of the then-outstanding
shares or stock, as the case may be, entitled to vote generally in
the election of trustees, or directors, as the case may be,
respectively, of the resulting or acquiring corporation or other
entity in such Business Combination (which shall include, without
limitation, a corporation or other entity which as a result of such
transaction owns the Trust or substantially all of the
Trust’s assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation or other
entity referred to herein as the “Acquiring Entity”) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination, of the Outstanding Trust Shares
and Outstanding Trust Voting Shares, respectively; and (B) no
Person (excluding the Acquiring Entity or any employee benefit plan
(or related trust) maintained or sponsored by the Trust or by the
Acquiring Entity) beneficially owns, directly or indirectly, 40% or
more of the then outstanding shares of beneficial interest or
stock, as the case may be, of the Acquiring Entity, or of the
combined voting power of the then-outstanding shares of such
corporation or other entity entitled to vote generally in the
election of trustees or directors, as the case may be;
or
(iv) approval by the shareholders of
the Trust of a complete liquidation or dissolution of the
Trust.
B. Involuntarily
Terminated : Employee’s employment will be deemed to
have been involuntarily terminated due to a Change in Control if,
on or after the date on which a Change in Control occurs,
(i) Employee’s employment is terminated by the Trust or
the successor owner of the Trust without cause or
(ii) Employee resigns because Employee’s duties,
responsibilities or compensation are diminished; provided that if a
termination otherwise covered by (i) or (ii) occurs
during the ninety (90) day period before the date on which a
Change in Control occurs,
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