Exhibit 10(w)
CHANGE IN
CONTROL AGREEMENT
FOR MANAGING
DIRECTORS
THIS CHANGE IN
CONTROL AGREEMENT (“Agreement”) is
made and entered into as of this 1 st
day
of January, 2006, 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 James
B. Cederdahl (“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
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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, the termination will be presumed to be
due to the Change in Control unless the Trust or the successor
owner of the Trust can show, through a preponderance of the
evidence, that the termination did not occur because of the
impending Change in Control.
C.
Termination For Cause : A termi
