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
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| Date of Report (Date of Earliest Event Reported): | | February 11, 2005 |
First Potomac Realty Trust
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(Exact name of registrant as specified in its charter)
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| Maryland | 001-31824 | 37-1470730 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 7200 Wisconsin Avenue, Suite 310, Bethesda, Maryland | | 20814 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 301-986-9200 |
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 11, 2005, the Board of Trustees (the "Board") of First Potomac Realty Trust (the "Company ") unanimously approved changes to the compensation paid to non-employee members of the Board of Trustees for 2005 based upon the recommendation of the Compensation Committee of the Board.
Each non-employee trustee will receive an annual fee of $16,000, 1,000 common shares of beneficial interest of the Company ("Common Shares") and a fee of $750 for participation in each meeting of the Board, other than the Board’s regularly scheduled quarterly meetings. Each trustee also will be paid a fee of $750 for participation in each meeting of a committee of the Board.
The chairman of the Audit Committee, Mr. Stevens, will receive an additional annual fee of $17,500, and the chairmen of the Compensation, Nominating & Governance and Investment Committees, Messrs. McCullough, Heller and Chess, respectively, will each receive an additional annual fee of $2,500. Mr. Heller also will receive an ann ual fee of $5,000 for his service as lead independent trustee.
On February 14, 2005, the Company entered into an Employment Agreement with Joel F. Bonder, Executive Vice President, General Counsel and Secretary of the Company, effective January 4, 2005. The agreement is for an initial term ending October 8, 2005, and provides for automatic renewal of one-year terms if not terminated by either party at least 90 days prior to the end of the applicable term. The Employment Agreement provides for an annual base salary of $200,000, the grant of options to purchase 50,000 Common Shares at an exercise price of $22.42 per share, the closing price of the Company’s Common Shares on January 4, 2005. The options vest according to the following schedule assuming continued employment by the executive: 25% on January 4, 2006 and 6.25% at the end of each quarter of his employment thereafter. When the executive’s employment ends for any reason, the Company will pay accrued and unpaid salary, bonuses a nd benefits already determined, and other existing obligations. In addition the executive is entitled to receive certain severance payments in the event of his termination or a change of control of the Company in accordance with the terms of his employment agreement. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.
On January 7, 2005, the Compensation Committee of the Board approved annual cash incentive bonuses for 2004, new annual salaries for 2005 and awards of restricted Common Shares to each of the Company’s executive officers pursuant to the Company’s compensation plan. These grants and awards are summarized in the exhibit attached hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Employment Agreement, dated February 14, 2005, by and between Joel F. Bonder and the Registrant.
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.
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| | | First Potomac Realty Trust |
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| February 17, 2005 | | By: | | Barry H. Bass
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| | | | | Name: Barry H. Bass |
| | | | | Title: Executive Vice President |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | Employment Agreement |
10.2 | | Compensation Table |
