EQUITY PURCHASE
AGREEMENT
This Equity Purchase Agreement is dated as of
December 31, 2007, by and between Jeffrey A. Patterson, an
individual residing in Hinsdale, Illinois (the
“Executive”), and Prime Office Company LLC, a Delaware
limited liability company (the “Company”).
WHEREAS, the Executive is President and Chief
Executive Officer of Prime Group Realty Trust, a subsidiary of the
Company, and the Company and Executive have entered into that
certain Employment Agreement dated as of May 31, 2005 (as
amended, the “Employment Agreement”);
WHEREAS, the Company desires to grant to
Executive an option to purchase from the Company the equity
interest described below, subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE,
for good and valuable consideration, the parties hereto agree as
follows:
1. Option . The Executive will be
permitted to purchase either directly or through equity ownership
in the Company up to 3.5% of the equity ownership (the
“Equity”) of Prime Group Realty, L.P. and Prime Group
Realty Trust (the “Equity”) in the form of L.P. units,
shares, membership interests or similar units of the same class at
a price and on substantially the same other economic terms as Prime
Office Company LLC’s other initial equity investors (the
“Investors”), taking into account both capital
contributions and distributions since the date of the original
investment. In addition, the “purchase price” for the
Equity as calculated pursuant to the terms of the Employment
Agreement shall be increased at the rate of seven percent (7%) per
year, pro-rated on a per diem basis, from January 1, 2007
through to the closing of the purchase of the Equity by Executive.
This option will expire at 5:00 p.m. New York time, on
December 31, 2008, subject to earlier termination if not
exercised prior to Executive’s employment termination under
the Employment Agreement.
Executive shall be entitled to exercise the
Option at any time through December 31, 2008, but the closing
on the purchase of the Equity may only be effective on the earlier
of (i) immediately preceding a “change of control”
as defined in the Employment Agreement and (i
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