EXHIBIT 10.1
FORM OF INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT between Prime Group Realty Trust, a Maryland
real estate investment trust (the "Trust"), and ________________, an officer
and/or trustee of the Trust (the "Indemnitee"), dated as of _____________, 1997.
WHEREAS, the Indemnitee has agreed to serve as an officer and/or
trustee of the Trust; and
WHEREAS, the Articles of Amendment and Restatement of the Declaration
of Trust (the "Declaration of Trust") and the Amended and Restated Bylaws of the
Trust (the "Bylaws") provide for certain indemnification of the officers and
trustees of the Trust;
NOW, THEREFORE, in consideration of the Indemnitee's agreement to
serve as an officer and/or trustee of the Trust and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Trust has agreed to the covenants set forth herein for the purpose of further
securing to the Indemnitee the indemnification provided by the Declaration of
Trust.
Section 1. In the event that the Indemnitee was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that the Indemnitee or a
person of whom the Indemnitee is the legal representative is or was a trustee,
officer or employee of the Trust or a nominee for any such office or is or was
serving at the request of the Trust as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such actual or threatened proceeding is alleged action in an
official capacity as a director, officer, employee or agent or a nominee for any
such office or in any other capacity while serving as a director, officer,
employee or agent, the Indemnitee shall be indemnified and held harmless by the
Trust to the fullest extent authorized by the General Corporation Law of
Maryland (the "GCL") as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Trust to provide broader indemnification rights than said law permitted the
Trust to provide prior to such amendment), against all expense, liability and
loss (including, without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection therewith and
such indemnification shall continue as to the Indemnitee if the Indemnitee
ceases to be a
director, officer, employee, agent or a nominee for any such office and shall
inure to the benefit of the Indemnitee's heirs, executors and administrators;
provided, however, that except as provided in Section 2 of this Indemnification
Agreement with respect to proceedings seeking to enforce rights to
indemnification, the Trust shall indemnify the Indemnitee in connection with a
proceeding (or part hereof) initiated by the Indemnitee only if such proceeding
(or part thereof) was authorized by the Board of Trustees of the Trust.
Section 2. If a claim under Section 1 of this Indemnification
Agreement is not paid in full by the Trust within 30 days after a written claim
has been received by the Trust, the Indemnitee may at any time thereafter bring
suit against the Trust to recover the unpaid amount of the claim and, if
successful in whole or in part, the Indemnitee shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any actual or threatened proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Trust) that the Indemnitee has not met the standards of conduct
which make it permissible under the GCL for the Trust to indemnify the
Indemnitee for the amount claimed, but the burden of proving such defense shall
be on the Trust. Neither the failure of the Trust (including its Board of
Trustees, independent legal counsel or shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the GCL, nor an actual determination
by the Trust (including its Board of Trustees, independent legal counsel or
shareholders) that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct.
Section 3. Following any "change in control" of the Trust of the type
required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to entitlement
to indemnification shall be made by independent legal counsel selected by the
Indemnitee, which such independent legal counsel shall be retained by the Board
of Trustees on behalf of the Trust.
Section 4. The right to indemnification and the payment of expenses
incurred in defending any actual or threatened proceeding in advance of its
final disposition conferred in this Indemnification Agreement shall not be
exclusive of any other right which the Indemnitee may have or hereafter acquire
under any statute, provision of the Declaration of Trust, Bylaws, agreement,
vote of shareholders or disinterested trustees or otherwise.
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Section 5. In the event that the Trust maintains insurance to protect
itself and any trustee of officer of the Trust against any expense, liability or
loss, such insurance shall cover the Indemnitee to at least the same extent as
any other trustee or officer of the Trust.
Section 6. The right to indemnification conferred by this
Indemnification Agreement shall include the right to be paid by the Trust the
expenses incurred in defending any actual or threatened proceeding in advance of
this final disposition; provided, however, that if the GCL requires, the payment
of such expenses incurred by the Indemnitee in the Indemnitee's capacity as a
trustee or officer (and not in any other capacity in which service was or is
rendered by the Indemnitee while a trustee or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of any actual or threatened proceeding, shall be made only upon
delivery to the Trust of an undertaking by or on behalf of the Indemnitee, to
repay all amounts so advanced if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified under this Indemnification
Agreement or otherwise.
Section 7. This Indemnification Agreement may not be changed,
modified or amended except in writing signed by the parties hereto.
IN WITNESS WHEREOF, the Trust and the Indemnitee have executed this
Indemnification Agreement in duplicate on the day and year first above written.
PRIME GROUP REALTY TRUST
By:___________________________________
Name:_________________________________
Title:________________________________
______________________________________
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