eVP Employment Agreement

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 26, 2007, by and between Cogdell Spencer Inc., a Maryland corporation (the " REIT" ), Cogdell Spencer LP, a Delaware Limited Partnership (the " Operating Partnership" ) each with its principal place of business at 4401 Barclay Downs Drive, Suite 300, Charlotte, North Carolina 28209-4670, and Heidi Barringer, residing at the address set forth on the signature page hereof (the " Executive" ). WHEREAS, the REIT and the Operating Partnership (collectively, the " Company" ) wish to employ the Executive, and the Executive wishes to accept such offer, on the terms set forth below: Accordingly, the parties hereto agree as follows: 1. Term . The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term (the " Initial Term" ) commencing on April 5, 2007 and continuing for a three-year period, unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to continue for successive one-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party of non-renewal in writing prior to 90 days before the expiration of the initial term and each annual renewal, as applicable (the Initial Term, together with any such extensions of employment hereunder, shall hereinafter be referred to as the " Term" ). 2. Duties . During the Term, the Executive shall be employed by the Company as Executive Vice President and, as such, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the CEO, Board of Directors of the Company (the " Board" ) or the General Partner of the Operating Partnership (the " General Partner" ) (including, without limitation, the performance of duties for affiliates and subsidiaries of the Company). The Executive shall devote


substantially all of her business time and effort to the performance of her duties hereunder; provided that, the following activities do not interfere with the Executive' s ability to perform her duties hereunder, the Executive shall not be prohibited from performing personal and charitable activities and engaging in any other business interests as may be approved by the CEO, Board or the General Partner. Notwithstanding the foregoing, unless otherwise consented to by the parties hereto, in the event of any termination of employment with either the REIT or the Operating Partnership at a time when the REIT and the Operating Partnership are affiliates, then such termination will be considered to be a termination of such employment with the Company. Nothing herein shall restrict the ability of the Operating Partnership from classifying the Executive as a non-employee service provider thereto for tax-administrative purposes, for purposes of employee benefit plans and programs and for such other purposes as it may deem appropriate. 3. Compensation . 3.1 Salary . The Company shall pay the Executive during the Term a salary at the rate of $200,000 per annum (the " Annual Salary" ), in accordance with the customary payroll practices of the Company applicable to senior executives (or, if there is no such policy, such practices of the Company' s principal affiliates). At least annually, the CEO, Board or the General Partner shall review the Executive' s Annual Salary and may provide for increases therein as it may in its discretion deem appropriate. 3.2 Bonus . During the Term, in addition to the Annual Salary, for each fiscal year of the Company ending during the Term, the Executive shall have the opportunity to receive an annual bonus in an amount to be determined by the Company (the " Annual Bonus" ). 3.3 Benefits - In General . The Executive shall be permitted during the Term to participate in, and the Company shall, to the extent permitted under the following plans and programs, waive any waiting period with respect to, any group life, hospitalization or disability insurance plans, health programs, equity-based plans, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of the Company generally, on the same terms as such other

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executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. 3.4 Expenses . The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive' s services under this Agreement; provided that the Executive submits proof of such expenses, with the properly completed forms as prescribed from time to time by the Company. 3.5. Certain Specific Benefits . The Company shall make available to the Executive, vacation of 20 business days per year, including the fiscal year ending December 31, 2007, and an appropriate Company car allowance consistent with car allowances for other senior executives. 4. Termination upon Death or Disability . If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to her for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive' s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive any Annual Salary, Annual Bonus (which Annual Bonus for the fiscal year ending December 31, 2007, for purposes of this Section 4(i), shall accrue monthly at a rate of $8,333) and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (ii) all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the other terms of such awards, and (iii) except as otherwise required under applicable law, the Executive (or, in the event of her death, her estate and beneficiaries) shall have no

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further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. 5. Certain Terminations of Employment . 5.1 Termination by the Company for Cause; Termination by the Executive without Good Reason . (a) For purposes of this Agreement, " Cause" shall mean the Executive' s: (i) conviction of, or formal admission to, a felony; (ii) engagement in the performance of her duties hereunder, or otherwise to the material and demonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement; (iii) repeated failure to adhere to the directions of the CEO, Board or the General Partner, or to adhere to the Company' s policies and practices; (iv) willful and continued failure to substantially perform her duties properly assigned to her (other than any such failure resulting from her disability) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed such duties; (v) breach of any of the provisions of Section 6; or (vi) breach in any material respect of the terms and provisions of this Agreement and failure to cure such breach within 90 days following written notice from the Company specifying such breach;provided that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clauses (i), (ii) or (v) above and on written notice given to the Executive at any time not more than 30 days following the occurrence of, or if later, the Company' s knowledge of, any of the events described in clause (iii), (iv) or (vi) above. No termination for Cause shall be effective unless the Board or the General Partner makes a Cause determination after notice to the Executive and the Executive has been provided with the opportunity (with counsel of her choice) to contest the determination at a meeting of the Board or with the board of trustees the General Partner.

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(b) During the Term, the Company may terminate the Executive' s employment hereunder for Cause, as provided above, and the Executive may terminate her employment without Good Reason on at least 30 days' and not more than 60 days' written notice given to the Company. If (i) the Company terminates the Executive for Cause, or the Executive terminates her employment and the termination by the Executive is not for Good Reason in accordance with Section 5.2 or covered by Section 5.3, the Executive shall receive Annual Salary and other benefits (but, in all events, and without increasing the Executive' s rights under any other provision hereof, excluding any bonuses not yet paid) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); and (ii) a termination occurs in accordance with this Section 5.1, except as otherwise required under applicable law, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. 5.2 Termination by the Company without Cause; Termination by the Executive for Good Reason . (a) For purposes of this Agreement, " Good Reason" shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive' s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive' s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the relocation of the Executive' s office to more than 50 miles from Charlotte, North Carolina; or (iv) the Company' s material and willful breach of this Agreement.Notwithstanding the foregoing, (A) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) if there exists (without regard to this clause (B)) an event or

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condition that constitutes Good Reason, the Company shall have 60 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) During the Term, the Company may terminate the Executive' s employment at any time for any reason or no reason and the Executive may terminate the Executive' s employment with the Company for Good Reason. If the Company terminates the Executive' s employment and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive terminates her employment for Good Reason and the termination by the Executive is not covered by Section 5.3, (i) the Executiv ...