SEC Filing | Brandywine Realty Trust

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

View:

Download DOC

Download XLS

e8vk

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): October 3, 2005

PRENTISS PROPERTIES TRUST

(Exact Name of Registrant as Specified in Charter)


Maryland (State or other jurisdiction of incorporation)	1-14516 (Commission File Number)	75-2661588 (I.R.S. Employer Identification Number)

3890 W. Northwest Hwy. Suite 400 Dallas, Texas		75220
(Address of principal executive offices)		(Zip code)

(214) 654-0886
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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:

þ Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

TABLE OF CONTENTS


	Item 1.01. Disclosure of Results of Operations and Financial Condition.
	Item 3.03. Material Modification to Rights of Security Holders.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Fourth Amendment to Amended/Restated Rights Agreement
First Amendment to Third Amended/Restated Employment Agreement - Michael V. Prentiss
First Amendment to Amended/Restated Employment Agreement of Thomas F. August
Prentiss Change in Control Severance Protection Plan for Key Employees
Prentiss Change in Control Severance Protection Plan for Hourly & Salaried Non-Officer Employees
Option Agreement

Item 1.01. Disclosure of Results of Operations and Financial Condition.

Agreement and Plan of Merger

On October 3, 2005, Prentiss Properties Trust (“Prentiss”) and our operating partnership, Prentiss Properties Acquisition Partners, L.P. (“Prentiss OP”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brandywine Realty Trust (“Brandywine”) and Brandywine Operating Partnership, L.P. (“Brandywine OP”). The Merger Agreement provides for the merger of Prentiss with a subsidiary of Brandywine, and, immediately following the merger, a merger of Prentiss OP with a subsidiary of Brandywine OP.

In the merger, each Prentiss common share (a “Prentiss Common Share”) will be converted into the right to receive 0.69 of a Brandywine common share (a “Brandywine Common Share”) and $21.50 in cash, subject to adjustment if a pre-closing cash dividend is paid as described below (the “Per Share Merger Consideration”). Cash will be paid instead of fractional shares. The exchange ratio is not subject to change and there is no “collar” or minimum trading price for the shares of Prentiss or Brandywine. In the merger, each unit of a limited partnership interest in Prentiss OP (“Prentiss OP Units”) will, at the option of the holder, be converted into Prentiss Common Shares with the right to receive the Per Share Merger Consideration or 1.3799 Class A Units of Brandywine OP (“Brandywine Class A Units”), subject to adjustment if the pre-closing cash dividend described below is paid. In addition, each series D preferred share of Prentiss outstanding at closing of the merger will be converted into one newly created Brandywine series E preferred share.

The total consideration payable in the merger (including the proceeds from the sale of the Prudential Properties described below and excluding transaction and severance expenses that will be incurred in connection with the merger) will be approximately $3.2 billion, consisting of $2.1 billion in cash and assumption of Prentiss debt and approximately 35.5 million Brandywine Common Shares. As of October 3, 2005, (1) 46,328,782 Prentiss common shares were outstanding; (2) 2,823,583 Prentiss common shares were reserved for issuance upon conversion of Prentiss series D preferred shares; and (3) 1,797,479 Prentiss common shares were reserved for issuance upon exchange of Prentiss OP Units held by persons other than Prentiss.

As part of our merger transaction, Prentiss and Brandywine have entered into agreements with The Prudential Insurance Company of America (“Prudential”) that provide for the acquisition by Prudential (either on the day prior to, or the day of, the closing of the merger) of Prentiss properties that contain approximately 4.32 million net rentable square feet (“Prudential Properties”) for total consideration of approximately $747.7 million. If the Prudential Properties are sold on the day prior to the closing of the merger, then our Board of Trustees would declare a cash dividend that would be payable to holders of Prentiss Common Shares of record on such date and the cash portion of the Per Share Merger Consideration would be reduced by the per share amount of such dividend.

The table below identifies the Prudential Properties.

Washington, D.C.


Prudential Property	Location	Net Rentable Square Feet
AMS BUILDING	12601 Fair Lakes Circle		263,990
	Fairfax, VA
WILLOW OAKS I-III	8260 & 8280 Willow Oaks Corp Drive		570,076
	Fairfax, VA
Total			834,066

Southern California


Prudential Property	Location	Net Rentable Square Feet
LA INDUSTRIAL	Torrance, CA		1,252,708
DEL MAR GATEWAY	11988 El Camino Real		163,969
	San Diego, CA
EXECUTIVE CENTER DEL MAR	El Camino Real		113,102
	San Diego, CA
HIGH BLUFF RIDGE AT DEL MAR	High Bluff Drive		157,859
	Del Mar, CA
CARLSBAD PACIFICA	5050 Avinida Encinas		49,080
	Carlsbad, CA
CARLSBAD I	701 & 703 Palomar Airport Road		48,850
	Carlsbad, CA
CARLSBAD II	701 & 703 Palomar Airport Road		41,285
	Carlsbad, CA
CARLSBAD III	701 & 703 Palomar Airport Road		39,862
	Carlsbad, CA
CAMPUS OFFICE	La Place Court		45,173
	Carlsbad, CA
CAMPUS INDUSTRIAL	La Place Court		112,713
	Carlsbad, CA
DEL CAMPO	16868 Via del Campo Court		86,952
	Rancho Bernardo, CA
PACIFIC CORPORATE CENTER	5993 Avenida Encinas		68,177
	Carlsbad, CA
Total			2,268,762

Northern California


Prudential Property	Location	Net Rentable Square Feet
LAKE MERRIT TOWER	Lake Merritt Tower I		204,277
	Oakland, CA
5500 GREAT AMERICA PARKWAY	5500 Great America Parkway		219,721
	Santa Clara, CA
5480 GREAT AMERICA PARKWAY	5480 Great America Parkway		87,329
	Santa Clara, CA
Total			511,327

Denver


Prudential Property	Location	Net Rentable Square Feet
CARRARA PL	6200 South Syracuse Way		234,222
	Engelwood, CO
ORCHARD I&II	Greenwood Plaza Blvd		105,779
	Engelwood, CO
PANORAMA	9200 East Mineral Avenue		79,175
	Engelwood, CO
Total			710,407

Land


Prudential Property	Location	Buildable Square Feet
GATEWAY AT TORREY HILLS	Adjacent to 5500 Great		200,000
	America Parkway
	San Diego, CA
GREAT AMERICAN PARKWAY	Located in Del Mar Heights		230,000
	Santa Clara, CA
Total			430,000
Total Square Feet
Total			4,754,562

Brandywine’s agreement with Prudential includes a limited right of Prudential to change the composition of the portfolio of Prentiss properties that it will purchase at the closing.

The exchange of Prentiss Common Shares in the merger will be a taxable transaction for U.S. federal income tax purposes.

Upon completion of the merger, Michael V. Prentiss, Chairman of our Board of Trustees, and Thomas F. August, President, Chief Executive Officer and a trustee of Prentiss, will become trustees of Brandywine. We anticipate that each of Messrs. Prentiss and August will provide transitional and consulting services to Brandywine following the merger. In addition, Brandywine has agreed to nominate each of Messrs. Prentiss and August for election to its board at each of it annual shareholders meetings in 2006 and 2007.

Messrs. Prentiss and August, who collectively own approximately 4.5% of the outstanding Prentiss Common Shares, have entered into voting agreements with Brandywine pursuant to which they have agreed to vote their Prentiss Common Shares in favor of the merger.

Completion of the merger is subject to customary closing conditions, including, but not limited to, the approval of the merger by the shareholders of Brandywine and Prentiss. The Merger Agreement contains customary termination rights for both Brandywine and Prentiss and provides that upon termination of the agreement in certain circumstances, Prentiss or Brandywine would be required to pay liquidated damages.

Amendments of Employment Agreements

Contemporaneously with entering into the Merger Agreement, we amended the employment agreements of Michael V. Prentiss and Thomas F. August, to clarify the benefits Messrs. Prentiss and August will be eligible to receive under each of their respective employment agreements during the three year period after termination of their employment and following a change of control, including use of staff, access to benefits, use of office space, reimbursement for club dues and usage and reimbursement rates for the use of our airplane. In addition to clarifying the terms of Mr. Prentiss’ employment agreement, in the amendment we granted Mr. Prentiss an option to purchase all of our rights related to our contract with FlexJet for use of a corporate jet. The option is exercisable at the end of the three year period after his termination following a change in control. The closing is conditioned upon Mr. Prentiss’ payment of the $100,000 exercise price and the consent of FlexJet, if necessary, for the transfer of our contract with them.

Severance Plan

On October 3, 2005, we entered into two separate change of control severance protection plans, one with our hourly and salaried non-officer employees and the other with our key employees.

The Change of Control Severance Protection Plan for Key Employees relates to our Chief Financial Officer, any Regional Managing Director, Senior Vice President and any other of our other officers and excludes certain officers specified in the plan. Upon an officer being terminated by Prentiss for any reason other than cause or termination by the officer for good reason within one year or two years, depending on the type of officer, after a “change in control” (as defined in the severance plan), severance benefits will be provided to such officer in an amount equal to the sum of such officer’s salary and such officer’s 2004 annual bonus multiplied by the appropriate multiple which is 2 for our Regional Managing Directors and our Chief Financial Officer and 1.5 for our Senior Vice Presidents. Our other officers would receive an amount equal to the greater of (1) the sum of such officer’s salary and such officer’s 2004 annual bonus or (2) the product of one-twelfth of such officer’s base salary and the number of years such officer had been employed with us prior to such termination. Such terminated employee would be entitled to a continuation of benefits (medical, health, dental, prescription drug benefits, life insurance, long-term disability) for the period ranging from one year to two years.

All severance benefits will be net of any Federal and/or State taxes imposed in excess of, or in addition to, general income taxes, e.g., excise taxes, golden parachute taxes, etc. (collectively the “Excess Taxes”). In this respect, any officers entitled to severance benefits will receive a “gross-up” payment calculated to pay the Excess Taxes (and excise taxes and income taxes on the gross-up) so that the participant receives the same net level of benefit he or she would have received without the imposition of the Excess Taxes (or the income and excise taxes imposed upon the gross up payment).

The Change in Control Severance Protection Plan for Hourly and Salaried Non-Officer Employees relates to all hourly and non-officer salaried employees who have been employed by us for at least one year on the occurrence of a change of control. Upon the termination of a non-officer employee for any reason other than cause or termination by such employee for good reason within six months of a Change of Control, severance benefits will be provided to such terminated employee in an amount equal to one month of compensation for each full and partial year of employment with a minimum of three months of compensation, provided that property level employees will who are terminated in connection with property dispositions or exchanges in the ordinary course of business will not be entitled to these benefits. Such terminated employee would be entitled to a continuation of benefits (medical, health, dental, prescription drug benefits, life insurance, long-term disability) for the period of severance benefits.

Bonus Pool

In connection with the mergers, our compensation committee created a bonus pool of up to $10 million to provide incentives to our employees (other than the Chief Executive Officer) during the pendency of the mergers. Of the total bonus pool, $8 million has been allocated to certain of our executive officers, payable upon closing of the mergers if such officers are employed by Prentiss at the time of closing. Of the $8 million allocated, the following amounts have been allocated to each of the following executive officers:


Name and Principal Position	Bonus Pool Allocation
Michael V. Prentiss	$	6,000,000
Chairman of the Board

Michael A. Ernst	$	350,000
Executive Vice President and Chief Financial Officer

The remaining portion of the bonus pool will be allocated by our Chief Executive Officer with the advice and consent of our compensation committee

2005 Annual Incentive Plan Awards

Because our projected performance for 2005 will be no less than that in 2004 and the components of Prentiss’ 2005 Annual Incentive Plan for establishing the amount reserved for the employees and officers will be unachievable in light of, among other things, the sales of the our properties in the Midwest Region and the special charges against earnings for defeasance and loan prepayment penalties, our compensation committee has established a bonus pool under Prentiss’ 2005 Annual Incentive Plan of $3.1 million. Of this total amount, the compensation committee allocated $275,000 as payable to Michael V. Prentiss and $300,000 as payable to Thomas F. August. Michael V. Prentiss and Thomas F. August will determine the recipients and amounts of the remaining balance of the bonus pool payable under the 2005 Annual Incentive Plan to the other participants prior to the consummation of the merger.

Our compensation committee fixed 180,000 shares of restricted stock under the Prentiss 2005 Annual Incentive Plan for grant prior to the consummation of the merger, 20,000 of which will be issued to Michael V. Prentiss, and 46,000 of which will be issued to Thomas F. August. The remaining 114,000 restricted shares will be issued to other participants in an amount to be determined by Thomas F. August prior to the consummation of the merger.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the Merger Agreement, we executed an amendment (the “Amendment”) to the Amended and Restated Rights Agreement between Prentiss and Computershare Shareholder Services, Inc., as rights agent, dated as of January 22, 2002 (the “Rights Agreement”), in order to make the Rights Agreement inapplicable to the merger and the voting agreements related thereto. The Amendment provides, among other matters, that (1) none of Brandywine, Brandywine’s affiliates or the parties to any voting agreement would become an “Acquiring Person” (as defined in the Rights Agreement), (2) no “11(a)(ii) Event” (as defined in the Rights Agreement) would be deemed to have occurred and (3) no rights will separate from the Prentiss Common Shares, in each case solely as a result of the execution of, and/or the consummation of the transactions contemplated by, the Merger Agreement and the voting agreements.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto, and is incorporated into this report by reference.

Cautionary Statements

The description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the other agreements that we have attached to this Form 8-K as exhibits. Except for their status as contractual documents that establish and govern the legal relations among the parties with respect to the transactions described above, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. Representations and warranties may be used as a tool to allocate risks between the respective parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing these matters as facts. Furthermore, they may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. The assertions embodied in such representations and warranties are qualified by information contained in disclosure schedules that the parties exchanged in connection with signing the Merger Agreement. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Prentiss’ public disclosures.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, Brandywine and Prentiss will file a joint proxy statement/prospectus as part of a registration statement on Form S-4 and other documents regarding the proposed merger with the Securities and Exchange Commission. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Brandywine and Prentiss and the proposed merger. A definitive proxy statement/prospectus will be sent to shareholders of Brandywine and Prentiss seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus (when available) and other documents filed by Brandywine and Prentiss with the SEC at the SEC’s website at www.sec.gov. The definitive joint proxy statement/prospectus and other relevant documents may also be obtained, when available, free of cost by directing a request to Brandywine Realty Trust, 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Attention Investor Relations, (telephone 610-325-5600) or Prentiss Properties Trust, 3890 W. Northwest Highway, Suite 400, Dallas, Texas 75220, Attention: Investor Relations (telephone 214-654-0886). Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.

Brandywine and Prentiss and their respective trustees and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Brandywine and Prentiss in connection with the merger. Information about Brandywine and its trustees and executive officers, and their ownership of Brandywine securities, is set forth in the proxy statement for Brandywine’s 2005 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2005. Information about Prentiss and its trustees and executive officers, and their ownership of Prentiss securities, is set forth in the proxy statement for the 2005 Annual Meeting of Shareholders of Prentiss, which was filed with the SEC on April 5, 2005. Additional information regarding the interests of those persons may be obtained by reading the joint proxy statement/prospectus when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits.


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 3, 2005, by and among Prentiss, Prentiss OP, Brandywine, Brandywine OP, Brandywine Cognac I, LLC and Brandywine Cognac II, LLC (incorporated by reference to Exhibit 2.1 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).

4.1*		Fourth Amendment to the Amended and Restated Rights Agreement, dated October 3, 2005, between Prentiss and Computershare Shareholder Services, Inc.

10.1		Master Agreement, dated as of October 3, 2005, by and between Brandywine OP and Prudential (incorporated by reference to Exhibit 10.4 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).

10.2		Asset Purchase Agreement, dated as of October 3, 2005, between Prentiss and Prudential (incorporated by reference to Exhibit 10.5 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).


Exhibit No.		Description
10.3		Registration Rights Agreement, dated October 3, by and between Brandywine, Brandyine OP and Michael V. Prentiss (incorporated by reference to Exhibit 10.6 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).

10.4		Voting Agreement, dated as of October 3, 2005, by and among Brandywine, Brandywine OP and Michael V. Prentiss (incorporated by reference to Exhibit 10.2 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).

10.5		Voting Agreement, dated as of October 3, 2005, by and among Brandywine, Brandywine OP and Thomas F. August (incorporated by reference to Exhibit 10.3 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).

10.6*		First Amendment to Third Amended and Restated Employment Agreement of Michael V. Prentiss, dated October 3, 2005.

10.7*		First Amendment to Amended and Restated Employment Agreement of Thomas F. August, dated October 3, 2005.

10.8*		Prentiss Change in Control Severance Protection Plan for Key Employees.

10.9*		Prentiss Change in Control Severance Protection Plan for Hourly and Salaried Non-Officer Employees.

10.10*		Option Agreement, dated October 3, 2005, by and between Michael V. Prentiss and Prentiss Properties Continental, L.L.C.

99.3		Joint press release of Brandywine and Prentiss, dated October 3, 2005, announcing the execution of the Merger Agreement (incorporated by reference to Exhibit 99.2 of Brandywine’s Current Report on Form 8-K filed on October 4, 2005).


*		Filed herewith.

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 hereunto duly authorized.


	PRENTISS PROPERTIES TRUST
Date: October 4, 2005	By:	/s/ THOMAS F. AUGUST
		Thomas F. August
		President and CEO


Date: October 4, 2005	By:	/s/ GREGORY S. IMHOFF
		Gregory S. Imhoff
		Senior Vice President, General Counsel and Secretary

exv4w1

EXHIBIT 4.1

FOURTH AMENDMENT TO AMENDED AND RESTATED
RIGHTS AGREEMENT

This Fourth Amendment to Amended and Restated Rights Agreement (this “Fourth Amendment”), dated as of as of October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the “Company”) and Computershare Shareholder Services, Inc. (formerly known as EquiServe Trust Company, N.A.) (the “Rights Agent”) and amends the Amended and Restated Rights Agreement (the “Rights Agreement”), dated as of January 22, 2002, by and between the Company, and the Rights Agent, as amended by the First Amendment to the Rights Agreement, dated as of June 26, 2002, the Second Amendment to the Rights Agreement, dated as of October 21, 2003, and the Third Amendment to the Rights Agreement, dated as of February 14, 2005. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Rights Agreement.

RECITALS

WHEREAS, the Company has proposed to enter into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 3, 2005, with Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Company L.P.”), Brandywine Realty Trust, a Maryland real estate investment trust (“Parent”), Brandywine Operating Partnership, L.P., a Delaware limited partnership (“Parent L.P.”), Brandywine Cognac I, LLC, a Maryland limited liability company (“Merger Sub”), Brandywine Cognac II, LLC, a Delaware limited liability company (“L.P. Merger Sub”), pursuant to which the Company will merge with Merger Sub and Merger Sub L.P. will merge with Company L.P. on the terms set forth therein;

WHEREAS, pursuant to Section 27 of the Rights Agreement the Board of Trustees of the Company (the “Board”) may, and the Rights Agent shall, if the Company so directs, amend the Rights Agreement prior to a Distribution Date without the approval of any holders of Common Shares, subject to the penultimate sentence thereof; and

WHEREAS, the Board has authorized this Fourth Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Rights Agreement as follows:

Section 1. Amendments.

(a) Section 1(a) of the Rights Agreement is amended by adding the following language to the end of the first sentence thereof:

“; (g) Brandywine Realty Trust, a Maryland real estate investment trust (“Parent”), Brandywine Operating Partnership, L.P., a Delaware limited partnership (“Parent L.P.”), or any of their

Affiliates or Associates by virtue of approval, execution or delivery of the Agreement and Plan of Merger, to be entered into as of October 3, 2005, by and among the Company, Parent, Parent L.P., Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Company L.P.”), Brandywine Cognac I, LLC, a Maryland limited liability company (“Merger Sub”), Brandywine Cognac II, LLC, a Delaware limited liability company (“L.P. Merger Sub”), as it may be amended from time to time in accordance with its terms (the “Merger Agreement”), by virtue of the consummation of any of the transactions contemplated by the Merger Agreement or by virtue of the execution of the Voting Agreement, dated as of October 3, 2005, by and among Parent, Parent L.P. and Michael V. Prentiss (the “MVP Holder”) and the Voting Agreement, dated as of October 3, 2005, by and among Parent, Parent L.P. and Thomas F. August (the “TFA Holder,” together with the MVP Holder, the “Holders”) (the “Voting Agreements”) to be executed in connection with the Merger Agreement; or (h) the Holders in connection with the execution, delivery and the performance of the Voting Agreements.”

(b) Section 1(i) of the Rights Agreement is amended by adding the following sentence at the end thereof:

“Notwithstanding the foregoing or anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred by virtue of the approval, execution or delivery of the Merger Agreement or the Voting Agreements or by virtue of the consummation of the transactions contemplated by the Merger Agreement.”

“Notwithstanding the foregoing or anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred by virtue of the approval, execution or delivery of the Merger Agreement or the Voting Agreements or by virtue of the consummation of the transactions contemplated by the Merger Agreement.”

(d) Section 1(v) of the Rights Agreement is amended by adding the following at the end thereof:

“Notwithstanding the foregoing or anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred by virtue of the approval, execution or delivery of the

Merger Agreement or the Voting Agreements or by virtue of the consummation of the transactions contemplated by the Merger Agreement.”

(e) Section 11(a)(ii) of the Rights Agreement is amended by adding the following sentence at the end thereof:

“Notwithstanding the foregoing or anything in this Agreement to the contrary, this Section 11(a) shall not apply to the approval, execution and delivery of the Merger Agreement or the Voting Agreements or the consummation of the transactions contemplated thereby.”

(f) Section 13 of the Rights Agreement is amended by adding the following provision at the end thereof:

“(d) Notwithstanding the foregoing, this Section 13 shall not apply to approval, execution or delivery of the Voting Agreements, the Merger Agreement or the transactions contemplated thereby.”

(g) The fourth paragraph of Exhibit B to the Rights Agreement is amended by adding the following sentence to the end thereof:

“Notwithstanding the foregoing or anything in the Rights Agreement to the contrary, the Rights shall not separate from the Common Shares and a distribution of the Rights Certificates shall not occur solely on the basis of the acquisition of beneficial ownership of 10% or more of the outstanding Common Shares by Brandywine Realty Trust, a Maryland real estate investment trust (“Parent”), Brandywine Operating Partnership, L.P. a Delaware limited partnership (“Parent L.P.”), or any of their Affiliates or Associates by virtue of approval, execution or delivery of the Agreement and Plan of Merger, to be entered into as of October 3, 2005, by and among Parent, Parent L.P., Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Company L.P.”), Prentiss Properties Trust, a Maryland real estate investment trust (“Company”), Brandywine Cognac I, LLC, a Maryland limited liability company (“Merger Sub”), Brandywine Cognac II, LLC, a Delaware limited liability company (“L.P. Merger Sub”), as it may be amended from time to time in accordance with its terms (the “Merger Agreement”), or by virtue of the consummation of any of the transactions contemplated by the Merger Agreement.

Section 2. Effectiveness. This Fourth Amendment shall become effective as of, and immediately prior to, the execution and delivery of the Merger Agreement and the Voting Agreements. Except as set forth in Section 1 hereof, the terms and provisions of the Rights Agreement remain in full force and effect and are hereby ratified and confirmed.

Section 3. Authority. Each party represents that such party has full power and authority to enter into this Fourth Amendment and that this Fourth Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Section 4. Governing Law. This Fourth Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed within such State.

Section 5. Counterparts. This Fourth Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written.


Attest:			PRENTISS PROPERTIES TRUST


By:	/s/ Gregory S. Imhoff		By:	/s/ Thomas F. August

	Name:	Gregory S. Imhoff		Name:	Thomas F. August
	Title:	Sr. Vice President & Corporate Secretary		Title:	President & Chief Executive Officer



Attest:			COMPUTERSHARE SHAREHOLDER SERVICES, INC.


By:	/s/ Thomas F. Tighe		By:	/s/ John Piskadlo

	Name:	Thomas F. Tighe		Name:	John Piskadlo
	Title:	Managing Director		Title:	Sr. Account Manager

exv10w6

EXHIBIT 10.6

FIRST AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This First Amendment to the Third Amended and Restated Employment Agreement (this “Amendment”), dated October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the “Company”), and Michael V. Prentiss (the “Executive”).

RECITALS

A. The Company and the Executive entered into that certain Third Amended and Restated Employment Agreement dated as of January 1, 2004 (the “Employment Agreement”), which provides for, among other things, the provision of certain continuing benefits in the event of the termination of the Executive without cause or a change in control, including but not limited to health insurance benefits, office space, secretary usage, airplane usage and clubs and physicals.

B. In order to more clearly specify the rights of the Executive under the Employment Agreement, the Company and the Executive hereby amend the Employment Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Amendment, and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto adopt the following as an amendment to the terms of the Employment Agreement:

1. Benefits. The medical, vision, dental, health (including but not limited to annual physicals) and prescription drugs benefits to be provided to the Executive and his Dependents for three years after the date of the Executive’s death, disability or Termination Without Cause, termination of employment by the Executive or the resignation of the Executive after a Change of Control (such three-year period, the “Continuation Period”) at the Company’s expense in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement are hereby agreed to refer to medical, vision, dental, health and prescription drugs benefits, long-term disability coverage and life insurance and other death benefit coverage that are no worse than the level of such benefits and policies provided to the Executive by the Company as of the date of this Amendment and the current terms thereof, including but not limited to similar deductibles, co-payments and solvency and rating of the insurance company providing coverage, all as set forth on Schedule A attached hereto. The Executive shall be able to participate in the Company’s benefit plans or the benefit plans of any successor or assign, including but not limited to any deferred compensation plans, after any Change in Control if he is retained as trustee, consultant or otherwise. The Executive will also be entitled to maintain any deferrals made in the

Company’s deferred compensation plan or any successor plans (with any balance in the current plans being rolled over into such successor plan) without payment of any taxes or penalties.

2. Post Continuation Period Benefits. The Executive shall have the right, in his sole discretion, to extend the medical, vision, dental, health and prescription drugs insurance benefits provided under the Employment Agreement after the expiration of the Continuation Period for an indefinite period of time; provided, however, the Company will not bear the premiums related to such insurance after the expiration of the Continuation Period, but the Company shall use its best efforts to obtain the group rate or otherwise to negotiate a low rate for participation in such insurance for the Executive.

3. Offices. Paragraph 8 and 9 of Section B of the Employment Agreement provide that the Executive shall be entitled to retain his current or a similar office during the Continuation Period. The Executive’s current office, conference room and staff offices have the dimensions specified in Schedule B attached hereto. For the purposes of clarification of what constitutes the above “similar office,” the office to be provided to the Executive for the Continuation Period at the Company’s expense is hereby agreed to refer to an office of the Executive’s choosing located in a grade A office building in Dallas, Texas or the surrounding area that is exterior office space and is not less than the square footage specified in Schedule B. Such offices shall contain at least the same level of amenities as the Executive’s current office, have staff offices that are contiguous with the Executive’s offices and accommodate all of the office equipment that the Executive determines to be necessary for such offices. The offices provided during the Continuation Period shall not be located in the office building in which they are currently located. The Executive shall have such rights as are traditionally afforded to other tenants in the building in which such office shall be provided, including tenant improvements of at least $40.00 per square foot. The Executive shall be entitled to at least three parking places free of charge adjacent to his office.

4. Staff. The secretary to be provided in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement shall be Executive’s current secretary or any such replacement secretary as the Executive may name in his sole discretion from time to time during the Continuation Period, and the accountant referred to in Paragraphs 4(c), 8 and 9 of Section B of the Employment Agreement is the Executive’s current accountant or any such replacement accountant as the Executive may name in his sole discretion from time to time during the Continuation Period. During the Continuation Period, both the secretary and the accountant shall, at sole option of the Executive, be employed by the Company and shall be compensated and provided benefits by the Company at least at the rates and terms that each of them currently receives, including participation in the 401(k) plan and cafeteria plan, as of the date of this Amendment as set forth on Schedule C with raises and annual bonuses consistent with past practices. Any replacements of the secretary or accountant during the Continuation Period may, in Executive’s sole discretion, be compensated by the Company up to the same rate as their predecessors during the remainder of the Continuation Period and provided bonuses and raises up to the amounts provided to past secretaries and accountants of the Executive.

selected by the Executive in his sole discretion. It is understood and acknowledged by both parties that the initial costs for providing such tax and estate planning services may be significant and all such costs during the Continuation Period shall be paid by the Company.

7. Aircraft. The Executive shall have the right to use up to 100 hours of flight time per year during the Continuation Period on a Challenger 300 (the “Company Aircraft”) through Bombardier Aerospace Corporation dba FlexJet (“FlexJet”) or any successor or replacement fractional ownership service or otherwise (collectively, the “Fractional Service”), at the Company’s expense pursuant to the Management Agreement, dated as of March 15, 2005 between FlexJet and Prentiss Properties Continental LLC or any successor agreement with materially similar terms. The Executive may use the Company Aircraft for any purpose whatsoever during the Continuation Period, including any personal, business or other uses, including but not limited to vacations and business meetings unrelated to the Company; provided, however, that the Executive shall reimburse the Company for his use of the Company Aircraft at the per flight hour rate equal to $2,435.00, as adjusted each January 1 of the greater of (i) 3.75% or (ii) the “Consumer Price Index for all Urban Consumers—U.S City average,” as published by the Bureau of Labor Statistics. The Executive shall have the right to purchase the Company’s right to use the Company Aircraft upon the expiration of the Continuation Period upon the payment of $100,000. The Company shall enter into an option agreement memorializing the Executive’s purchase option in the form of Exhibit A.

8. Employment Agreement. This Amendment is intended to clarify and specify certain rights and privileges of Executive set forth in the Employment Agreement. The Employment Agreement shall continue in full effect after giving effect to this Amendment.

9. Entire Agreement; Amendment; Assignment. This Amendment, along with the Employment Agreement, constitute the entire understanding between the parties hereto with respect to the subject matter hereof. This Amendment shall not be modified in any manner other than pursuant to a writing signed by or on behalf of both of the parties hereto. This Amendment shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. The Executive may not assign his rights except his rights to benefits hereunder may be transferred by will or operation of law.

10. Applicable Law. This Amendment will be governed and construed in accordance with the laws of the State of Texas.

11. Titles and Headings. Titles and headings to sections and paragraphs in this Amendment are inserted for reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment.

12. No Third-Party Beneficiaries. This Amendment is solely for the benefit of the parties to this Amendment and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Amendment.

13. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

14. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Amendment, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

15. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Amendment may reasonably request in order to effectuate the purpose of this Amendment and the Employment Agreement and to carry out the terms thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.


		THE EXECUTIVE

		/s/ Michael V. Prentiss

		Michael V. Prentiss

		THE COMPANY PRENTISS PROPERTIES TRUST

		By:		/s/ Thomas F. August

		Name:		Thomas F. August
		Title:		President & Chief Executive Officer

First Amendment to the Third Amended and Restated Employment Agreement of Michael V. Prentiss Dated October 3, 2005

exv10w7

EXHIBIT 10.7

FIRST AMENDMENT
TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to the Amended and Restated Employment Agreement (this “Amendment”), dated October 3, 2005, is entered into by and between Prentiss Properties Trust, a Maryland real estate investment trust (the “Company”), and Thomas F. August (the “Executive”).

RECITALS

A. The Company and the Executive entered into that certain Amended and Restated Employment Agreement dated as of May 10, 2000 (the “Employment Agreement”), which provides for, among other things, the provision of certain continuing benefits in the event of the termination of the Executive without cause or a change in control, including but not limited to health insurance benefits, office space, secretary usage and clubs and physicals.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Amendment, and the benefits to be received by the Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby adopt the following as an amendment to the terms of the Employment Agreement:

4. Staff. The secretary to be provided in accordance with Paragraphs 8 and 9 of Section B of the Employment Agreement shall be the Executive’s current secretary or any such replacement secretary as the Executive may name in his sole discretion from time to time during the Continuation Period. During the Continuation Period, the secretary shall, at sole option of the Executive, be employed by the Company and shall be compensated and provided benefits by the Company at least at the rates and terms that he or she currently receives, including participation in the 401(k) plan and cafeteria plan, as of the date of this Amendment as set forth on Schedule C with raises and annual bonuses consistent with past practices. Any replacements of the secretary during the Continuation Period may, in Executive’s sole discretion, be compensated by the Company up to the same rate as his or her predecessor during the remainder of the Continuation Period and provided bonuses and raises up to the amounts provided to past secretaries of the Executive. At the Executive’s sole discretion, the Executive may use the services of the secretary provided to Michael V. Prentiss pursuant to the terms of his employment agreement, as amended, but the Executive shall not waive any rights hereunder as a result of using such secretary at any time during the Continuation Period.

5. Tax and Estate Planning. The tax and estate planning services to be provided during the Continuation Period in accordance with Paragraphs 4(c), 8 and 9 of Section B of the Employment Agreement shall be provided by a third party not affiliated with the Company selected by the Executive in his sole discretion. It is understood and acknowledged by both parties that the initial costs for providing such tax and estate planning services may be significant and all such costs during the Continuation Period shall be paid by the Company.

6. Dues. In accordance with Paragraphs 4(d), 8 and 9 of Section B of the Employment Agreement, the Company will continue to reimburse the Executive during the Continuation Period for all of the country club fees and dues set forth on Schedule D, with such increases as are required from such clubs to maintain the level of rights and privileges as the Executive enjoys as of the date of this Amendment. The Executive shall have the right to purchase a golf membership at Dallas National Golf Club from the Company upon the expiration of the Continuation Period for $125,000.00.

7. Employment Agreement. This Amendment is intended to clarify and specify certain rights and privileges of Executive set forth in the Employment Agreement. The Employment Agreement shall continue in full effect after giving effect to this Amendment.

8. Entire Agreement; Amendment; Assignment. This Amendment, along with the Employment Agreement, constitute the entire understanding between the parties hereto with respect to the subject matter hereof. This Amendment shall not be modified in any manner other than pursuant to a writing signed by or on behalf of the parties hereto. This Amendment shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. The Executive may not assign his rights except his rights to benefits hereunder may be transferred by will or operation of law.

9. Applicable Law. This Amendment will be governed and construed in accordance with the laws of the State of Texas.

10. Titles and Headings. Titles and headings to sections and paragraphs in this Amendment are inserted for reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment.

11. No Third-Party Beneficiaries. This Amendment is solely for the benefit of the parties to this Amendment and, except to the extent the Company is affected hereby, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or actions or other right in excess of those existing without reference to this Amendment.

12. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together constitute one and the same instrument.

13. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Amendment, each party hereto acknowledges that the obligations of the parties hereto shall be specifically enforceable.

14. Further Assurances. The parties hereto will execute and deliver or cause to be executed and delivered such further instruments and documents and will take such other actions as any other party to this Amendment may reasonably request in order to effectuate the purpose of this Amendment and the Employment Agreement and to carry out the terms thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.


	THE EXECUTIVE
	/s/ Thomas F. August
	Thomas F. August


	THE COMPANY PRENTISS PROPERTIES TRUST
	By:	/s/ Michael V. Prentiss
	Name:	Michael V. Prentiss
	Title:	Chairman

First Amendment to the Amended and Restated Employment Agreement of Thomas F. August Dated October 3, 2005

exv10w8

EXHIBIT 10.8

PRENTISS PROPERTIES TRUST
CHANGE IN CONTROL SEVERANCE PROTECTION PLAN
FOR KEY EMPLOYEES

ARTICLE I

Effective Date

Effective as of October 3, 2005 (the “Effective Date”) PRENTISS PROPERTIES TRUST (the “Company”) hereby establishes the PRENTISS PROPERTIES TRUST Change in Control Severance Protection Plan for Key Employees (the “Plan”) as set forth in this document.

ARTICLE II

Definitions

For purposes of this Plan, the following terms shall be defined as follows:

2.1 “Accrued Compensation” shall mean an amount that includes all amounts earned, accrued or otherwise payable to a Participant as of the Participant’s Termination Date including (i) accrued pro rata Base Salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Participant on behalf of the Company during the period ending on the Termination Date, (iii) vacation pay, (iv) the full target cash bonus for the year in which the termination occurs under the Company’s applicable annual bonus plan and any other bonus for any prior period which has not been paid as of the Qualifying Termination, and (v) any commissions that have accrued but have not been paid prior to the Termination Date, and/or any commissions or partial commissions that become payable after the Qualifying Termination.

2.2 “Affiliate” means (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer, director, trustee or general partner of such other person, and (iii) any legal entity for which such person acts as an executive officer, director, trustee or general partner. The term “person” means and includes any natural person, corporation, partnership, association, limited liability company or any other legal entity.

2.3 “Base Salary” shall mean a Participant’s annualized base salary, calculated at the greater of the rate in effect (i) immediately prior to a Change in Control or (ii) as of the Participant’s Termination Date.

2.4 “Board” means the Board of Trustees of the Company.

2.5 “Bonus Amount” shall mean the 2004 bonuses paid to a Participant or deferred by a Participant.

2.6 “Cause” shall mean:

(a) Willful misconduct of the Participant in connection with the performance of any of his or her duties, including without limitation, misappropriation of funds or property of the Company or any of its Affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or any of its Affiliates;

(b) Conduct by the Participant that would result in material injury to the reputation of the Company if he or she were retained in his or her position with the Company, including without limitation, conviction of a felony under the laws of the United States or any state thereof, or of an equivalent crime under the laws of any other jurisdiction;

(d) Any failure to comply substantially with any written rules, regulations, policies or procedures of the Company, if such non-compliance could be expected to have a material and adverse effect on the Company’s business and which has not been cured after reasonable notice;

(e) Any willful failure to comply with the Company’s internal policies regarding insider trading or insider dealing which has not been cured after reasonable notice;

Provided, however, that in the case of a determination by the Company that Cause exists based upon clauses (b) or (c) of this definition, the Company shall provide the Participant written notice of such grounds for termination, and the Participant shall have a period of fourteen (14) days in which to cure such Cause to the reasonable satisfaction of the Board; and

2.7 “Change in Control” shall mean that (a) the Company has consummated a transaction pursuant to any agreement with any person or entity that involves the transfer of ownership of more than fifty percent (50%) of the Company’s total assets or earnings power on a consolidated basis, as reported in the Company’s consolidated financial statements filed with the Securities and Exchange Commission (including an agreement for the acquisition of the Company by merger, consolidation, or statutory share exchange regardless of whether the Company is intended to be the surviving or resulting entity after the merger, consolidation, or statutory share exchange or for the sale of substantially all of the Company’s assets to the person or entity), (b) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination or combination of these transactions, the persons who were trustees of the Company before such transactions cease to constitute a majority of the Board, or any successor’s board, within two years of the last such transaction, (c) any person or entity is or becomes an Acquiring Person, or (d) during any period of two consecutive calendar years, the Continuing Trustees cease for any reason to constitute a majority of the Board. For purposes of the preceding sentence, “Continuing Trustee” means any member of the Board, while a member of the Board and (1) who was a member of the Board prior to May 11, 2005 or (2) whose subsequent nomination or election to the Board was recommended or approved by a majority of the Continuing Trustees; and “Acquiring Person” means that (i) a person, considered

alone or together with all Affiliates and associates of that person or entity, becomes directly or indirectly the beneficial owner of securities representing at least twenty percent (20%) of the Company’s outstanding securities entitled to vote generally in the election of the Board, or (ii) a person or entity enters into an agreement that would result in that person or entity satisfying the conditions in subsection (i) or that would result in an Affiliate’s failure to be an Affiliate.

2.8 “Class A Participant” shall mean the Company’s Chief Financial Officer and any Regional Managing Director of the Company employed by the Company prior to and on the date of the occurrence of a Change in Control.

2.9 “Class B Participant” shall mean any Senior Vice President of the Company employed by the Company prior to and on the date of the occurrence of a Change in Control.

2.10 “Class C Participant” shall mean any other officer of the Company employed by the Company prior to and on the date of the occurrence of a Change in Control other than Michael V. Prentiss and Thomas F. August.

2.11 “Code” shall mean the Internal Revenue Code of 1986 as amended and the regulations promulgated thereunder.

2.12 “Company” shall mean Prentiss Properties Trust, a Maryland real estate trust or any successor thereto.

2.13 “Continuation Period” shall mean for a Class A Participant, the two-year period commencing on a Participant’s Termination Date; for a Class B Participant, the eighteen month period commencing on a Participant’s Termination Date; and for a Class C Participant, the one-year period commencing on a Participant’s Termination Date.

2.14 “Disability” shall mean (i) a Participant’s physical or mental inability, confirmed by a licensed physician, to perform substantially any of the material responsibilities of his or her position that continues for a period of 180 consecutive days, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, a Participant’s receipt of income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

2.15 “Effective Date” shall mean the date the Plan is approved by the Board or such other date as the Board shall designate in its resolution approving the Plan.

2.16 “Good Reason” shall mean:

(a)

The Company requiring the Participant’s relocation more than fifty (50) miles from the Participant’s primary office subsequent to the Change in Control, without such Participant’s consent;

	(b)		A material adverse alteration in the nature of his or her position, provided that (i) a change of title or (ii) a change of reporting and, in either case, a concomitant change of duties, shall not be considered a material adverse alteration unless the duties are materially inconsistent with the participant’s duties at the time of the Change in Control took place;

	(c)		Exclusion from the Company’s, or upon a Change of Control, its successor’s, long term incentive plan or reduction by the Company of the Participant’s (i) annual base salary, or (ii) target bonus; or

	(d)		An assignment of duties to the Participant that are materially inconsistent with his or her job description at the time the Change in Control took place.

2.17 “Notice of Termination” shall mean a notice that indicates the specified provisions in this Plan, if any, relied upon as the basis for any termination of employment and shall set forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination of the Participant’s employment under the provision so indicated.

2.18 “Participant” shall mean any Class A Participant, Class B Participant or Class C Participant.

2.19 “Plan” shall mean the Prentiss Properties Trust Change in Control Severance Protection Plan for Key Employees.

2.20 “Qualifying Termination” shall mean a termination of employment (1) by the Company for any reason other than Cause (including death or Disability) or (2) by the Participant for Good Reason, and in the case of either (1) or (2), within (a) for purposes of eligibility for the Severance Benefit, (i) two years of a Change in Control for Class A Participants and Class B Participants or (ii) one year of a Change in Control for Class C Participants, and (b) for purposes of equity vesting and acceleration under Section 4.5 of the Plan, three years from the later of: (i) a Change in Control or (ii) the date of grant of any award of restricted stock or option in a successor entity that was granted in connection with a Change in Control; provided, however, that if any such termination occurs within one year prior to a Change in Control then the termination of such Participant shall be deemed to be a Qualifying Termination and such Participant shall be eligible for the benefits provided under Article IV immediately upon the occurrence of the Change in Control.

2.21 “Severance Benefit” shall mean the compensation and benefits payable in accordance with Article IV of the Plan.

2.22 “Termination Date” shall mean the date of termination of a Participant’s employment.

ARTICLE III

Participation

Participants shall be those officers who qualify as Class A Participants, Class B Participants or Class C Participants. Any individual who is a Participant as of the occurrence of a Change in Control shall continue as a Participant until the date on which the Participant has received the entire amount of the Severance Benefit, if any, payable to such Participant under the Plan, and for three years after a Change in Control for purposes of Section 4.5 of the Plan.

ARTICLE IV

Severance Benefit

4.1 Right to Severance Benefit. A Participant shall be eligible for the severance benefits set forth in this Article IV in the event that the Participant experiences a Qualifying Termination. If the employment of a Participant is terminated for any reason other than those constituting a Qualifying Termination, the Participant shall not be entitled to any of the benefits provided under this Article IV. Specifically, and without limiting the generality of the foregoing, neither a termination of a Participant’s employment by the Company for Cause nor a resignation by a Participant other than for Good Reason shall constitute a Qualifying Termination. Notwithstanding anything to the contrary, in the event of a Qualifying Termination of a Participant, the Company shall require a Participant to execute a release of claims, in a form satisfactory to the Company, as a precondition to receiving the benefits provided under this Article IV.

4.2 Amount of Severance Benefit. If a Participant experiences a Qualifying Termination, he or she shall be entitled to the following Severance Benefit:

(a) The Company shall pay to the Participant all Accrued Compensation within fifteen (15) days after the Participant’s Termination Date;

(b) The Company shall pay to a Class A Participant or Class B Participant, as severance pay and in lieu of any further salary for periods subsequent to such Participant’s Termination Date, an amount equal to the sum of (i) such Participant’s Base Salary and (ii) such Participant’s Bonus Amount, multiplied by the appropriate multiple which for a Class A Participant shall be 2.0 and for a Class B Participant shall be 1.5. The Company shall pay to a Class C Participant, as severance pay and in lieu of any further salary for periods subsequent to the Participant’s Termination Date, an amount equal to the greater of (x) the sum of (1) the Participant’s Base Salary and (2) the Participant’s Bonus Amount or (y) an amount equal to the product of (A) one-twelfth (1/12) of the Participant’s Base Salary and (B) the number of years such Participant had been employed by the Company prior to the Termination Date. If any Participant receives any payment under any severance plan or policy of the Company prior to payment under this Plan, the amount payable to the Participant under this Section 4.2(b) shall be offset by the amount already paid to the Participant under such plan or policy. The amount due under the first sentence of this Section 4.2(b) shall be payable in a lump sum within fifteen (15)

days after the later of: (i) the Participant’s Termination Date and (ii) the occurrence of the Change in Control if the Participant’s Qualifying Termination took place prior to the Change in Control; and

(c) During the Continuation Period, the Company shall at its sole expense continue on behalf of the Participant and his or her dependents and beneficiaries (i) medical, health, dental and prescription drug benefits, (ii) long-term disability coverage and (iii) life insurance and other death benefits coverage. The coverage and benefits (including deductibles, costs and contributions by the Participant, if any) provided under this Section 4.2(c) during the Continuation Period shall be no less favorable to the Participant and his or her dependents and beneficiaries than the most favorable of such coverage and benefits provided the Participant and his or her dependents and beneficiaries during the 90-day period immediately prior to the Change in Control or as of any date following the Change in Control but preceding the Participant’s Termination Date. The obligation under this Section 4.2(c) with respect to the foregoing benefits shall be limited if the Participant obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce or eliminate the coverage and benefits it is required to provide the Participant hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Participant than the coverage and benefits required to be provided hereunder. Any period during which benefits are continued pursuant to this Section 4.2(c) shall be considered to be in satisfaction of the Company’s obligation to provide “continuation coverage” pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Section 4.2(c).

(d) Notwithstanding the foregoing, if any Participant has an individual arrangement or agreement with the Company that would provide different benefits than those set forth in this Section 4.2, such Participant must choose between those benefits and the benefits set forth in this Section 4.2; provided, however, that should any such Participant elect not to receive the benefits under this Section 4.2, he or she shall still be entitled to benefits under Sections 4.3, 4.4 and 4.5 hereof and shall receive the benefits hereunder in addition to any benefits that may be offered under the individual arrangement; provided however, there shall be no duplication of benefits. For example, if a Participant is entitled to one year of compensation under this Plan and two years of compensation under the individual arrangement, such Participant shall receive two years of compensation.

4.3 Mitigation. The Participant shall not be required to mitigate the amount of any payment or benefit provided for in this Plan by seeking other employment or otherwise and no such payment or benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Participant in any subsequent employment except to the extent provided in Section 4.2(c).

4.4 Other Benefits. The Participant’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices as in effect from time to time.

4.5 Equity Vesting and Acceleration. If the Qualifying Termination takes place within three years of the later of: (i) a Change in Control or (ii) the date of grant of any award of restricted stock or any option in a successor entity that was granted in connection with a Change in Control, then the restrictions with respect to any such grant of restricted stock to such Participant shall immediately lapse, and any such option granted to such Participant shall become immediately vested and exercisable.

ARTICLE V

Termination of Employment

Following a Change in Control, any purported termination of employment, either by the Company or by the Participant, shall be communicated by written notice of termination to the other.

ARTICLE VI

Tax Gross-Up

6.1 Gross-Up Payment. In the event it shall be determined that any payment or distribution of any type to or for the benefit of the Participant, by the Company, any Affiliate, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any Affiliate of such person, whether paid or payable or distributed or distributable pursuant to any of the terms of this Agreement or otherwise (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Participant shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

6.2 Determination By Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this Section 6.2, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and amounts relevant to the last sentence of this Section 6.2, shall be made by an independent accounting firm selected by the Participant from among the five (5) largest accounting firms in the United States (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and the Participant by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by the Company or the Participant (if the Participant reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting

Firm determines that no Excise Tax is payable by the Participant, it shall furnish the Participant and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Participant has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Participant within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the Company and the Participant, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“Underpayment”), or that Gross-Up Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant. In the case of an Overpayment, the Participant shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) the Participant shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 6.2, which is to make the Participant whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Participant repaying to the Company an amount which is less than the Overpayment.

ARTICLE VII

Successors to Company; Assignability by Participant

7.1 Successors to Company. This Plan shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “Company” as used herein shall mean a trust, corporation or other entity acquiring all or substantially all the assets and business of the Company whether by operation of law or otherwise.

7.2 Assignability by Participant. Neither this Plan nor any right or interest hereunder shall be assignable or transferable by a Participant or his or her beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Plan shall inure to the benefit of and be enforceable by a Participant’s legal personal representative.

ARTICLE VIII

Duration, Amendment and Plan Termination

8.1 Duration. This Plan shall continue in effect until terminated in accordance with Section 8.2.

8.2 Amendment and Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, by resolution adopted by a majority of the Board; provided, however, that no such amendment, modification or termination that would adversely affect the benefits or protection of any individual hereunder shall be effective if the Board action authorizing such amendment, modification or termination is taken within the one (1) year period immediately prior to a Change in Control, any such attempted amendment, modification or termination being null and void ab initio; and further provided, that the Plan may not be amended, modified or terminated, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control or (ii) otherwise in connection with, or in anticipation of, a Change in Control that actually occurs, any such attempted amendment, modification or termination being null and void ab initio. From and after the occurrence of a Change in Control, the Plan (i) may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided to any individual hereunder and (ii) may not be terminated until the third anniversary of the Change in Control. Notwithstanding the foregoing, prior to the earlier of the effective date of a Change in Control and December 31, 2005 (or such later date that may be permitted under regulations and other guidance that may be issued under Section 409A of the Code), the Board, in its sole discretion, shall have the authority, but not the obligation, to modify the Plan to conform with Section 409A of the Code so long as such modification is not adverse to Participants.

8.3 Form of Amendment. Any amendment or termination of the Plan shall be effected by written instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or termination has been approved by the Board.

ARTICLE IX

Miscellaneous

9.1 Employment at Will. Each Participant shall be an employee-at-will and the Plan does not constitute a contract of employment or impose on the Company any obligation to retain the Participant as an employee or change any employment policies of the Company.

9.2 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.3 Non-exclusivity of Rights. Nothing in this Plan shall prevent or limit any Participant’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its Affiliates and for which the Participant may

qualify, nor shall anything herein limit or reduce such rights as any Participant may have under any other agreements with the Company or any of its Affiliates; provided, however, that a Participant who is entitled to receive a Severance Benefit hereunder shall not be entitled to any severance pay or benefit under any other plan of, or agreement with, the Company or any Affiliate. Amounts that are vested benefits or to which a Participant is otherwise entitled under any plan or program of the Company or any of its Affiliates shall be payable in accordance with such plan or program, except as explicitly modified by this Plan.

9.4 Settlement of Claims. The Company’s obligations to make the payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, defense, recoupment, or other right that the Company may have against a Participant or others.

9.5 Governing Law. The validity, interpretation, construction and performance of the Plan shall, to the extent not preempted by federal law, in all respects be governed by and construed and enforced in accordance with the laws of the State of Texas without giving effect to conflicts of law principles thereof.

9.6 Notwithstanding anything contained herein to the contrary, a Class A Participant, Class B participant or Class C Participant shall not include the Regional Managing Director for Southern California.

[Signature Page Follows]


	PRENTISS PROPERTIES TRUST
	By:	/s/ Thomas F. August
		Thomas F. August
		Chief Executive Officer

Change In Control Severance Protection Plan for Key Employees Dated October 3, 2005

exv10w9

EXHIBIT 10.9

PRENTISS PROPERTIES TRUST
CHANGE IN CONTROL SEVERANCE PROTECTION PLAN
FOR HOURLY AND SALARIED NON-OFFICER EMPLOYEES

ARTICLE I

Effective Date

Effective as of October 3, 2005 (the “Effective Date”) PRENTISS PROPERTIES TRUST (the “Company”) hereby establishes the PRENTISS PROPERTIES TRUST Change in Control Severance Protection Plan for Hourly and Salaried Non-Officer Employees (the “Plan”) as set forth in this document.

ARTICLE II

Definitions

For purposes of this Plan, the following terms shall be defined as follows:

2.3 “Base Salary” shall mean one-twelfth (1/12) of a Participant’s annualized base salary, calculated at the greater of the rate in effect (i) immediately prior to a Change in Control or (ii) as of the Participant’s Termination Date.

2.4 “Board” means the Board of Trustees of the Company.

2.5 “Cause” shall mean:

(a) willful misconduct of the Participant in connection with the performance of any of his or her duties, including without limitation, misappropriation of funds or property of the Company or any of its Affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or any of its Affiliates;

(b) conduct by the Participant that would result in material injury to the reputation of the Company if he or she were retained in his or her position with the Company, including without limitation, conviction of a felony under the laws of the United States or any state thereof, or of an equivalent crime under the laws of any other jurisdiction, bankruptcy, insolvency or general assignment for the benefit of his creditors;

(d) any failure to comply substantially with any written rules, regulations, policies or procedures of the Company, if such non-compliance could be expected to have a material and adverse effect on the Company’s business and which has not been cured after reasonable notice;

(e) any willful failure to comply with the Company’s internal policies regarding insider trading or insider dealing which has not been cured after reasonable notice;

provided, however, that in the case of a determination by the Company that Cause exists based upon clauses (b) or (c) of this definition, the Company shall provide the Participant written notice of such grounds for termination, and the Participant shall have a period of fourteen (14) days in which to cure such Cause; and

2.6 “Change in Control” shall mean that (a) the Company has consummated a transaction pursuant to any agreement with any person or entity that involves the transfer of ownership of more than fifty percent (50%) of the Company’s total assets or earnings power on a consolidated basis, as reported in the Company’s consolidated financial statements filed with the Securities and Exchange Commission (including an agreement for the acquisition of the Company by merger, consolidation, or statutory share exchange regardless of whether the Company is intended to be the surviving or resulting entity after the merger, consolidation, or statutory share exchange or for the sale of substantially all of the Company’s assets to the person or entity), (b) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination or combination of these transactions, the persons who were trustees of the Company before such transactions cease to constitute a majority of the Board, or any successor’s board, within two years of the last such transaction, (c) any person or entity is or becomes an Acquiring Person, or (d) during any period of two consecutive calendar years, the Continuing Trustees cease for any reason to constitute a majority of the Board. For purposes of the preceding sentence, “Continuing Trustee” means any member of the Board, while a member of the Board and (1) who was a member of the Board prior to May 11, 2005 or (2) whose subsequent nomination or election to the Board was recommended or approved by a majority of the Continuing Trustees; and “Acquiring Person” means that (i) a person, considered alone or together with all Affiliates and associates of that person or entity, becomes directly or indirectly the beneficial owner of securities representing at least twenty percent (20%) of the Company’s outstanding securities entitled to vote generally in the election of the Board, or (ii) a person or entity enters into an agreement that would result in that person or entity satisfying the conditions in subsection (i) or that would result in an Affiliate’s failure to be an Affiliate.

2.7 “Code” shall mean the Internal Revenue Code of 1986 as amended and the regulations promulgated thereunder.

2.8 “Company” shall mean Prentiss Properties Trust, a Maryland real estate trust or any successor thereto.

2.9 “Continuation Period” shall mean the period commencing on a Participant’s Termination Date that shall be equal to the number of months’ Base Salary that a Participant shall be paid upon a Qualifying Termination.

2.10 “Disability” shall mean (i) a Participant’s physical or mental inability, confirmed by a licensed physician, to perform substantially any of the material responsibilities of his or her position that continues for a period of not less than 180 consecutive days or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, a Participant’s receipt of income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

2.11 “Effective Date” shall mean the date the Plan is approved by the Board or such other date as the Board shall designate in its resolution approving the Plan.

2.12 “Good Reason” shall mean:

	(a)		the Company requiring the Participant’s relocation more than fifty (50) miles from the Participant’s primary office subsequent to the Change in Control, without such Participant’s consent;

	(b)		a material adverse alteration in the nature of his or her position;

	(c)		a reduction by the Company of the Participant’s annual base salary or target bonus; or

	(d)		an assignment of duties to the Participant that are materially inconsistent with his or her job description at the time the Change in Control took place.

2.13 “Notice of Termination” shall mean a notice that indicates the specified provisions in this Plan, if any, relied upon as the basis for any termination of employment and shall set forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination of the Participant’s employment under the provision so indicated.

2.14 “Participant” shall mean any hourly or salaried non-officer employee who meets the requirements set forth in Article III hereof.

2.15 “Plan” shall mean the Prentiss Properties Trust Change in Control Severance Protection Plan for Hourly and Salaried Non-Officer Employees.

2.16 “Qualifying Termination” shall mean a termination of employment (1) by the Company for any reason other than Cause (including death or Disability) or (2) by the Participant for Good Reason, and in the case of either (1) or (2), within six months of a Change in Control for purposes of eligibility for the Severance Benefit; provided, however, that if any such termination occurs within six months prior to a Change in Control and the Company determines that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control that actually occurs, then the termination of such Participant shall be deemed to be a Qualifying Termination and such Participant shall be eligible for the benefits provided under Article IV immediately upon the occurrence of the Change in Control.

2.17 Notwithstanding anything contained in this Plan to the contrary, no termination of employment will be deemed to have occurred if it is a result of (1) the sale of one or more properties owned by the Company in the normal course of business, (2) the sale of one or more properties owned by the Company in Colorado, Illinois or Michigan or (3) the loss of third party management and/or leasing contracts in the normal course of business. If any such individual is terminated in connection with such an event and is not hired by the succeeding company, he or she shall not be covered by this Plan and any severance benefits to which such individual may be entitled, if any, shall be provided under the Company’s normal severance practices.

2.18 “Severance Benefit” shall mean the compensation and benefits payable in accordance with Article IV of the Plan.

2.19 “Termination Date” shall mean the date of termination of a Participant’s employment.

ARTICLE III

Participation

All hourly and nonofficer salaried employees of the Company (excluding part-time employees) as of October 3, 2005 shall be participants (“Participants”) in the Plan. Any individual who is a Participant as of the occurrence of a Change in Control shall continue as a Participant until the date on which the Participant has received the entire amount of the Severance Benefit, if any, payable to such Participant under the Plan.

ARTICLE IV

Severance Benefit

4.2 Amount of Severance Benefit.

(a) If a Participant experiences a Qualifying Termination, he or she shall be entitled to the following Severance Benefit:

(1) the Company shall pay to the Participant all Accrued Compensation within fifteen (15) days after the Participant’s Termination Date;

(2) the Company shall pay to the Participant, as severance pay and in lieu of any further salary for periods subsequent to the Participant’s Termination Date, an amount equal the Participant’s Base Salary multiplied by the number of full and partial years that the Participant has been employed by the Company or any predecessor thereto but excluding service with any entity or property acquired by the Company or any predecessor thereto (even if such entity or property has been merged into the Company or predecessor); provided, however, that such multiple shall in no event be lower than three (3); and further provided, that if any such Participant receives any payment under any severance plan or policy of the Company prior to payment under this Plan, the amount payable to the Participant under this Section 4.2(a) shall be offset by the amount already paid to the Participant under such plan or policy. The amount due under the first sentence of this Section 4.2(a)(2) (the “Base Benefit”) shall be payable in a lump sum within fifteen (15) days after the later of: (i) the Participant’s Termination Date and (ii) the occurrence of the Change in Control if the Participant’s Qualifying Termination took place prior to the Change in Control; and

(3) during the Continuation Period, the Company shall at its sole expense continue on behalf of the Participant and his or her dependents and beneficiaries (i) medical, health, dental and prescription drug benefits, (ii) long-term disability coverage and (iii) life insurance and other death benefits coverage. Any period during which benefits are continued pursuant to this Section 4.2(a)(3) shall be considered to be in satisfaction of the Company’s obligation to provide “continuation coverage” pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Section 4.2(a)(3).

(b) If a Participant is employed by a successor company after a Change in Control and experiences a termination that would have constituted a Qualifying Termination but for the fact that such termination occurred after six months of a Change in Control, he or she shall be entitled to the following Severance Benefit:

(1) such successor company shall pay to the Participant all Accrued Compensation within fifteen (15) days after the Participant’s Termination Date;

(2) the Company shall pay to the Participant, as severance pay and in lieu of any further salary for periods subsequent to the Participant’s Termination Date, an amount equal the Base Benefit less the sum of the Participant’s Base Salary multiplied by the number of full and partial months that the Participant has been employed by the successor company after the date of the Change in Control. The amount due under the first sentence of this Section 4.2(b)(2) shall be payable in a lump sum within fifteen (15) days after the Participant’s Termination Date; and

(3) for a period equal to the number of months’ Base Salary that a Participant shall be paid under Section 4.2(b)(2) commencing on the Participant’s Termination Date, the Company shall at its sole expense continue on behalf of the Participant and his or her dependents and beneficiaries (i) medical, health, dental and prescription drug benefits, (ii) long-term disability coverage and (iii) life insurance and other death benefits coverage. Any period during which benefits are continued pursuant to this Section 4.2(b)(3) shall be considered to be in satisfaction of such successor company’s obligation to provide “continuation coverage” pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and the period of coverage under Section 4980B shall be reduced by the period during which benefits are provided pursuant to this Section 4.2(b)(3).

4.3 Mitigation. The Participant shall not be required to mitigate the amount of any payment or benefit provided for in this Plan by seeking other employment or otherwise and

no such payment or benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Participant in any subsequent employment.

ARTICLE V

Termination of Employment

Following a Change in Control, any purported termination of employment, either by the Company or by the Participant, shall be communicated by written notice of termination to the other.

ARTICLE VI

Successors to Company; Assignability by Participant

6.1 Successors to Company. This Plan shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “Company” as used herein shall mean a trust, corporation or other entity acquiring all or substantially all the assets and business of the Company whether by operation of law or otherwise.

6.2 Assignability by Participant. Neither this Plan nor any right or interest hereunder shall be assignable or transferable by a Participant or his or her beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Plan shall inure to the benefit of and be enforceable by a Participant’s legal personal representative.

ARTICLE VII

Duration, Amendment and Plan Termination

7.1 Duration. This Plan shall continue in effect until terminated in accordance with Section 7.2.

7.2 Amendment and Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, by resolution adopted by a majority of the Board; provided, however, that no such amendment, modification or termination that would adversely affect the benefits or protection of any individual hereunder shall be effective if the Board action authorizing such amendment, modification or termination is taken within the one (1) year period immediately prior to a Change in Control, any such attempted amendment,

modification or termination being null and void ab initio; and further provided, that the Plan may not be amended, modified or terminated, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control or (ii) otherwise in connection with, or in anticipation of, a Change in Control that actually occurs, any such attempted amendment, modification or termination being null and void ab initio. From and after the occurrence of a Change in Control, the Plan may be amended, modified, or terminated on or after the six month anniversary of a Change in Control; provided, however, that no such amendment, modification or termination shall decrease or eliminate the benefits hereunder to Participants who became entitled to such benefits prior to such amendment, modification or termination. Notwithstanding the foregoing, prior to the earlier of the effective date of a Change in Control and December 31, 2005 (or such later date that may be permitted under regulations and other guidance that may be issued under Section 409A of the Code), the Board, in its sole discretion, shall have the authority, but not the obligation, to modify the Plan to conform with Section 409A of the Code so long as such modification is not adverse to Participants.

7.3 Form of Amendment. Any amendment or termination of the Plan shall be effected by written instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or termination has been approved by the Board.

ARTICLE VIII

Miscellaneous

8.1 Employment at Will. Each Participant shall be an employee-at-will and the Plan does not constitute a contract of employment or impose on the Company any obligation to retain the Participant as an employee or change any employment policies of the Company.

8.2 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.3 Non-exclusivity of Rights. Nothing in this Plan shall prevent or limit any Participant’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its Affiliates and for which the Participant may qualify, nor shall anything herein limit or reduce such rights as any Participant may have under any other agreements with the Company or any of its Affiliates; provided, however, that a Participant who is entitled to receive a Severance Benefit hereunder shall not be entitled to any severance pay or benefit under any other plan of, or agreement with, the Company or any Affiliate. Amounts that are vested benefits or to which a Participant is otherwise entitled under any plan or program of the Company or any of its Affiliates shall be payable in accordance with such plan or program, except as explicitly modified by this Plan.

8.4 Settlement of Claims. The Company’s obligations to make the payments provide for in this Plan and otherwise to perform its obligations hereunder shall not be affected

by any circumstances, including, without limitation, any set-off, counterclaim, defense, recoupment, or other right that the Company may have against a Participant or others.

8.5 Governing Law. The validity, interpretation, construction and performance of the Plan shall, to the extent not preempted by federal law, in all respects be governed by and construed and enforced in accordance with the laws of the State of Texas without giving effect to conflicts of law principles thereof.


	PRENTISS PROPERTIES TRUST
	By:	/s/ Thomas F. August
		Thomas F. August
		Chief Executive Officer

exv10w10

EXHIBIT 10.10

OPTION AGREEMENT

This Option Agreement is entered into as of the 3rd day of October, 2005 by and among Prentiss Properties Continental, L.L.C. (“Continental”) and Michael V. Prentiss.

RECITALS

A. Continental owns a 12.5% undivided interest (the “Interest”) in a Challenger 300, Serial Number 20036, FAA Registration Number N516FX (the “Aircraft”) through Bombardier Aerospace Corporation (“FlexJet”), pursuant to that certain Purchase Agreement between FlexJet and Continental dated March 15, 2005 and Management Agreement between FlexJet and Continental dated March 15, 2005 (collectively, the “FlexJet Agreements”).

B. Continental desires to grant Mr. Prentiss an Option (as hereinafter defined), subject to the terms of this Option Agreement, to purchase the Interest.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Continental and Mr. Prentiss hereby agree as follows:

1. Option. Continental hereby grants Mr. Prentiss a non-transferable and irrevocable option (the “Option”) to acquire, subject to the terms, conditions and delivery obligations set forth herein, all right, title and interest in the Interest.

2. Exercise.

a. Mr. Prentiss may exercise the Option at any time on or before three years after the date of the earlier to occur of Mr. Prentiss’ death, disability, or termination of his employment with Prentiss Properties Trust as Chairman of the Board without “Cause” or after a “Change of Control” as such terms are defined in the Third Amended and Restated Employment Agreement, dated as of January 1, 2004, as amended, between Prentiss Properties Trust and Mr. Prentiss. The date when the Option is exercised is herein called the “Exercise Date.” The Option may be exercised by the delivery of written notice (the “Exercise Notice”) to Continental prior to the expiration of the Option.

b. The closing of the transaction contemplated hereby (the “Closing”) shall take place within ten days after the delivery of the Exercise Notice to Continental. The date of the Closing is herein referred to as the “Closing Date.”

3. Conditions to Closing.

a. Continental’s obligation to consummate the transactions contemplated to occur on the Closing Date is subject to the satisfaction or waiver by Continental of each condition precedent listed below.

i. Delivery of a certificate to Continental, executed by Mr. Prentiss, dated the Closing Date, certifying as to the representations and warranties of Mr. Prentiss under this Option Agreement being true, complete and correct in all material respects as of the Closing Date

and the performance in all material respects of all agreements and covenants contained herein required to be performed by Mr. Prentiss on or prior to the Closing Date;

ii. Receipt by Continental of $100,000 (the “Exercise Price”) from Mr. Prentiss; and

iii. Receipt by Continental of consent for the transfer of the Interest from FlexJet if required by Flexjet.

b. Mr. Prentiss’ obligation to consummate the transactions contemplated to occur on the Closing Date is subject to the satisfaction or waiver by Mr. Prentiss of each condition precedent listed below.

i. Delivery of a certificate to Mr. Prentiss, executed by an officer of Continental, dated the Closing Date, certifying as to the representations and warranties of Continental under this Option Agreement being true, complete and correct in all material respects as of the Exercise Date and the performance in all material respects of all agreements and covenants contained herein required to be performed by Continental on or prior to the Closing Date;

ii. Receipt by Mr. Prentiss of the Interest and all documents, duly authorized, executed and delivered, necessary to deliver unencumbered title in the Interest to Mr. Prentiss;

iii. Mr. Prentiss shall have received consent for the transfer of the Interest from FlexJet; and

iv. The terms of the FlexJet Agreements have not been materially and adversely amended in connection with the transfer of the Interest.

c. The obligations of Continental and Mr. Prentiss are each subject to the satisfaction of each condition listed below.

i. No governmental body, arbitrator or mediator shall have issued an order, injunction, judgment, decree, ruling or assessment that shall then be in effect restraining or prohibiting the completion of the transactions contemplated hereby nor shall any order, injunction, judgment, decree, ruling or assessment be pending or, to either party’s knowledge, threatened.

ii. The transactions contemplated by this Option Agreement shall not be in contravention of any applicable law, order or judgment.

iii. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental authority or of or with any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made to the extent required on or before the date hereof and, when made, shall be in full force and effect.

4. Representations and Warranties.

a. Continental represents and warrants to Mr. Prentiss as of the date hereof and as of the Closing Date as follows:

i. Ownership. Continental is the owner of the Interest free and clear of all liens, security interests, pledges, claims, liabilities and restrictions of any nature whatsoever. On the Exercise Date, Mr. Prentiss will acquire good and marketable title to the Interest from Continental free and clear of any liens, security interests, encumbrances and restrictions of any nature whatsoever, except for restrictions imposed by the FlexJet Agreements.

ii. Organization. Continental is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is in good standing. Continental has all corporate power and authority to execute, deliver and perform its obligations under this Option Agreement.

iii. Authorization. This Option Agreement has been duly authorized, executed and delivered by Continental and is a valid and binding obligation of Continental enforceable against Continental in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in law or in equity).

iv. No Conflicts. The execution, delivery and performance of this Option Agreement and the consummation of the transactions contemplated by this Option Agreement do not and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under (a) Continental’s certificate of organization or limited liability company agreement (each as amended to date and presently in effect), (b) any agreement or other instrument to which Continental is a party or by which it or any of its properties is bound and which conflict, breach or default would have a material adverse effect upon Continental, its assets, properties, business or condition (financial or otherwise) or (c) any decree, judgment, order, statute, rule or regulation applicable to Continental.

v. No Consents. No consent, approval, order, authorization or waiver from, notice to or declaration, registration or filing with any governmental authority or any other person is necessary in connection with the execution, delivery and performance by Continental of this Option Agreement or the consummation of the transactions contemplated hereby other than the consent of FlexJet.

vi. Condition. To the knowledge of Continental, the Aircraft is in good working order and repair and have a valid Certificate of Airworthiness issued by the Federal Aviation Administration with all airworthiness directives and inspections current.

vii. No Defaults. To the knowledge of Continental, no defaults of FlexJet or conditions which, with the passage of time or giving of notice or both, would constitute defaults of FlexJet exist under the FlexJet Agreements.

viii. Inspection. To the knowledge of Continental, the Aircraft will have been inspected and maintained within the preceding 12 month period (or such shorter period to the

extent the Aircraft is less than 12 months old) in accordance with the provisions of FAR Part 91, with all applicable requirements for maintenance and inspection thereunder complied with.

b. Mr. Prentiss represents and warrants to Continental as of the date hereof and as of the Closing Date as follows:

i. Enforceability. This Option Agreement has been executed and delivered by Mr. Prentiss and is a valid and binding obligation of Mr. Prentiss enforceable against Mr. Prentiss in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in law or in equity).

ii. No Conflicts. The execution, delivery and performance of this Option Agreement and the consummation of the transactions contemplated by this Option Agreement do not and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under (a) any agreement or other instrument to which Mr. Prentiss is a party or by which he or any of his properties is bound and which conflict, breach or default would have a material adverse effect upon Mr. Prentiss, his assets, properties, business or condition (financial or otherwise) or (c) any decree, judgment, order, statute, rule or regulation applicable to Mr. Prentiss.

iii. No Consents. No consent, approval, order, authorization or waiver from, notice to or declaration, registration or filing with any governmental authority or any other person is necessary in connection with the execution, delivery and performance by Mr. Prentiss of this Option Agreement or the consummation of the transactions contemplated hereby.

5. Miscellaneous.

a. Assignment. Neither this Option Agreement nor the Option may be assigned without the prior written consent of Mr. Prentiss.

b. Expenses. Continental and Mr. Prentiss shall each pay their own fees and expenses incurred in connection with this Option Agreement and the transactions contemplated hereby.

c. Specific Performance. Each party hereto acknowledges and agrees that the other party hereto would be irreparably damaged if any provision of this Option Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each party hereto agrees that the other party hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Option Agreement and to specifically enforce this Option Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties in the matter subject to Section 5.e. hereof, in addition to any other remedy to which they may be entitled, at law or in equity.

d. Further Assurances. Each of Continental and Mr. Prentiss agrees to take such actions and execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Option Agreement and the consummation of the transactions contemplated hereby.

e. Submission to Jurisdiction; Consent to Service of Process.

i. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of Dallas, State of Texas, over any dispute arising out of or relating to this Option Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

ii. Each of the parties hereto hereby consents to process being served by any party to this Option Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 5.f. hereof.

f. Notices. Any notice, request, demand or other communication required or permitted to be given to a party pursuant to the provisions of this Option Agreement will be in writing and will be effective and deemed given under this Option Agreement on the earliest of: (a) the date of personal delivery, (b) the date of transmission by facsimile, with confirmed transmission and receipt, (c) two (2) days after deposit with a nationally-recognized courier or overnight service such as Federal Express, or (d) five (5) days after mailing via certified mail, return receipt requested. All notices not delivered personally or by facsimile will be sent with postage and other charges prepaid and properly addressed to the party to be notified at the address set forth for such party:

If to Michael V. Prentiss

5006 Seneca Drive
Dallas, Texas 75209
Phone: (214) 350-3011

If to Continental:

3890 West Northwest Highway, Suite 400
Dallas, Texas 75220
Phone: (214) 761-1440

Any party hereto (and such party’s permitted assigns) may change such party’s address for receipt of future notices hereunder by giving written notice to the other parties hereto.

g. Governing Law. This Option Agreement and the performance of the transactions and the obligations of the parties hereunder will be governed by and construed and enforced in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

h. Entire Agreement. This Option Agreement, the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and

understanding of the parties hereto in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

i. Counterparts. This Option Agreement may be executed in two or more counterparts or facsimiles thereof, each of which will be deemed an original but all of which together will constitute one and the same instrument.

j. Amendments and Waivers. This Option Agreement may not be amended or modified, and no provisions hereof may be waived, without the written consent of Mr. Prentiss and Continental. No action taken pursuant to this Option Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Option Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

k. Successors and Assigns. This Option Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives.

l. Severability. The provisions of this Option Agreement will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Option Agreement, as applied to any party or to any circumstance, is adjudged by a court, governmental body not to be enforceable in accordance with its terms, the parties hereto agree that the court, governmental body, making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

m. Remedies. The parties hereto shall have all remedies for breach of this Option Agreement available to them as provided by law or equity.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date first written above.


	Prentiss Properties Continental, LLC a Delaware limited liability company
	By:	Prentiss Properties Acquisition Partners, L.P.
		By: Prentiss Properties I, Inc.
		its General Partner



	By:	/s/ Thomas F. August
		Thomas F. August
		President and Chief Executive Officer



	/s/ Michael V. Prentiss
	Michael V. Prentiss

Option Agreement Dated October 3, 2005

Prudential Property

Location

Net Rentable Square Feet

Palomar Oaks Way

Carlsbad, CA

Palomar Oaks Way

Carlsbad, CA