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

February 22, 2011
Date of Report (Date of Earliest Event Reported)

FIRST POTOMAC REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland		001-31824		37-1470730
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7600 Wisconsin Avenue
Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)

(301) 986-9200
(Registrant’s Telephone Number, Including Area Code)

N/A
(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 (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of 2011 Long-Term Incentive Awards

On February 22, 2011, the Compensation Committee of the Board of Trustees of First Potomac Realty Trust (the “Company”) approved the grant of time-vesting restricted common share awards to the Company’s named executive officers. The time-vesting awards were in the following amounts: Douglas J. Donatelli (39,755 shares); Nicholas R. Smith (27,523 shares); Barry H. Bass (25,994 shares); James H. Dawson (25,994 shares); and Joel F. Bonder (18,349 shares). Pursuant to the Restricted Stock Agreement for each of these time-vesting awards, the awards will vest ratably over five years beginning on the first anniversary of the date of grant.

A copy of the Form of Restricted Stock Agreement (Time-Vesting) pursuant to which the awards have been made, is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.				Description
	10.1			Form of Restricted Stock Agreement (Time-Vesting).

SIGNATURE

     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.

EXHIBIT INDEX

Exhibit No.				Description
	10.1			Form of Restricted Stock Agreement (Time-Vesting).