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Exhibit
10(dd)
CHANGE IN CONTROL
AGREEMENT
FOR PRESIDENT and CHIEF
EXECUTIVE OFFICER
THIS CHANGE IN CONTROL
AGREEMENT (“Agreement”) is made and entered into as
of this 1 st day
of June, 2007, 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 George F.
McKenzie (“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
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(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, 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.
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C. Termination For
Cause : A termination for cause shall be deemed to occur
only if the
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