CHANGE IN CONTROL EMPLOYMENT AGREEMENT

                     --------------------------------------



          AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland

corporation (the "Company") and Karen B. Dorigan (the "Executive"), effective as

of the 6th day of February, 2001.



          The Board of Directors of the Company (the "Board"), has determined

that it is in the best interests of the Company and its shareholders to assure

that the Company will have the continued dedication of the Executive,

notwithstanding the possibility, threat or occurrence of a Change in Control (as

defined below) of the Company.  The Board believes it is imperative to diminish

the inevitable distraction of the Executive by virtue of the personal

uncertainties and risks created by a pending or threatened Change in Control and

to encourage the Executive's full attention and dedication to the Company

currently and in the event of any threatened or pending Change in Control, and

to provide the Executive with compensation and benefits arrangements upon a

Change in Control which ensure that the compensation and benefits expectations

of the Executive will be satisfied and which are competitive with those of other

corporations.  Therefore, in order to accomplish these objectives, the Board has

caused the Company to enter into this Agreement.



          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



          1.  Certain Definitions.

              -------------------



          (a) The "Effective Date" shall mean the first date during the Change

in Control Period (as defined in Section 1(b)) on which a Change in Control (as

defined in Section 2) occurs.  Anything in this Agreement to the contrary

notwithstanding, if a Change in Control occurs and if the Executive's employment

with the Company is terminated prior to the date on which the Change in Control

occurs, and if it is reasonably demonstrated by the Executive that such

termination of employment (i) was at the request of a third party who has taken

steps reasonably calculated to effect a Change in Control or (ii) otherwise

arose in connection with or anticipation of a Change in Control, then for all

purposes of this Agreement the "Effective Date" shall mean the date immediately

prior to the date of such termination of employment.



          (b) The "Change in Control Period" shall mean the period commencing on

the date hereof and ending on the third anniversary of the date hereof;

provided, however, that commencing on the date three years after the date

--------

hereof, and on each annual anniversary of such date (such date and each annual

anniversary thereof shall be hereinafter referred to as the "Renewal Date"),

unless at least 12 months prior to the Renewal Date the Company shall give

notice to the Executive that the Change in Control Period shall not be so

extended, the Change in Control Period shall be automatically extended so as to

terminate one year from such Renewal Date.



          2.  Change in Control.  For the purpose of this Agreement, a "Change

              -----------------

in Control" shall mean:



          (a) Individuals who, as of the date hereof, constitute the Board (the

"Incumbent Board") cease for any reason to constitute at least a majority of the

Board; provided, however, that any individual becoming a director subsequent to

the date hereof whose election, or nomination for election by the Company's

shareholders, was approved by a vote of at least a majority of the directors

then

{PAGE}



comprising the Incumbent Board shall be considered as though such individual

were a member of the Incumbent Board, but excluding, for this purpose, any such

individual whose initial assumption of office occurs as a result of an actual or

threatened election contest with respect to the election or removal of directors

or other actual or threatened solicitation of proxies or consents by or on

behalf of a Person other than the Board; or



          (b) Consummation of a reorganization, merger or consolidation

involving the Company (a "Business Combination") unless, following such Business

Combination, (i) all or substantially all of the individuals and entities who

were the beneficial owners, respectively, of the then outstanding shares of

common stock of the Company (the "Outstanding Company Common Stock") and the

combined voting power of the then outstanding voting securities of the Company

entitled to vote generally in the election of directors (the "Outstanding

Company Voting Securities") immediately prior to such Business Combination

beneficially own, directly or indirectly, at least 60% of, respectively, the

then outstanding shares of common stock and the combined voting power of the

then outstanding voting securities entitled to vote generally in the election of

directors, as the case may be, of the corporation resulting from such Business

Combination (including, without limitation, a corporation which as a result of

such transaction owns the Company or all or substantially all of the Company's

assets either directly or through one or more subsidiaries) in substantially the

same proportions as their ownership, immediately prior to such Business

Combination of the Outstanding Company Common Stock and Outstanding Company

Voting Securities, as the case may be, and (ii) at least a majority of the

members of the board of directors of the corporation resulting from such

Business Combination were members of the Incumbent Board at the time of the

execution of the initial agreement, or of the action of the Board, providing for

such Business Combination;



          (c) the sale or other disposition of more than 50% of the operating

assets of the Company; or



          (d) Approval by the shareholders of the Company of a complete

liquidation or dissolution of the Company.



          3.  Employment Period.  The Company hereby agrees to continue the

              -----------------

Executive in its employ, and the Executive hereby agrees to remain in the employ

of the Company subject to the terms and conditions of this Agreement, for the

period commencing on the Effective Date and ending on the second anniversary of

such date (the "Employment Period").



          4.  Terms of Employment.

              -------------------



          (a)  Position and Duties.

               -------------------



               (i) During the Employment Period, (A) the Executive's position

     (including status, offices, titles and reporting requirements), authority,

     duties and responsibilities shall be performed for the senior surviving

     company following a Change in Control as described in Section 2(b) of this

     Agreement, and such position shall be at least commensurate in all material

     respects with the most significant of those held, exercised and assigned at

     any time during the 120-day period immediately preceding the Effective Date

     and (B) the Executive's services shall be performed at the location where

     the Executive was employed immediately preceding the Effective Date or any

     office or location less than 35 miles from such location.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC