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Exhibit 10.4
FORM OF EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of
November __, 1997, between AMB Property, L.P., a Delaware limited partnership
(the "Company"), and _______________________ (the "Executive").
1. EMPLOYMENT
The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company, on the terms and
conditions set forth herein.
2. TERM AND RENEWAL
2.1. Term. The employment of the Executive by the Company as
provided in Section 1 will commence on the date hereof and will terminate [one
year] [three years]from the date hereof (the "Expiration Date") unless
automatically extended for an additional 12-month period pursuant to Section 2.2
hereof or sooner terminated as hereinafter provided (each such period, an
"Employment Period").
2.2. Renewal. Following the expiration of the initial Employment
Period and provided that this Agreement has not been terminated by the Executive
or the Company pursuant to Section 5 hereof, and every year thereafter, this
Agreement shall be automatically renewed on the terms set forth herein for an
additional twelve-month period, effective on each anniversary date of the date
hereof.
3. POSITION AND DUTIES
3.1. (a) Position. The Executive hereby agrees to serve as
_____________________ of the Company.
(b) Additional Positions. At the Company's request, the
Executive shall serve the Company and/or its respective subsidiaries and
affiliates in other offices and capacities in addition to that set forth in
Section 3(a) hereof [, including, without limitation, if elected, as a member of
the Board of Directors (the "Board") of AMB Property Corporation, a Maryland
corporation (the "REIT"); provided however, that nomination to and continued
service as a member of the Board shall be at the sole discretion of the
Executive]. In the event that the Executive, during the term of this Agreement,
serves in any one or more of the capacities set forth in this Section 3(b), the
Executive's compensation shall not be increased beyond that specified in Section
4 of this Agreement. In addition, in the event the Executive's service in one or
more of the capacities set forth in this Section 3(b) is terminated, the
Executive's compensation, as specified in Section 4 of this Agreement, shall not
be diminished or reduced in any manner as a result of such termination for so
long as the Executive otherwise remains employed under the terms of this
Agreement.
3.2. Duties. The Company agrees that the duties that may be
assigned to the Executive shall be the usual and customary duties of the offices
of ______________________.
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3.3. Devotion of Time and Effort. The Executive shall devote
substantially all of his business time and attention to the performance of
services to the Company in his capacity as an officer thereof and as may
reasonably be requested by the Board.
3.4. Other Activities. Subject to Section 7.2 hereof, the
Executive may engage in other activities for the Executive's own account while
employed hereunder, including without limitation charitable, community and other
business activities, provided that such other activities do not materially
interfere with the performance of the Executive's duties hereunder.
4. COMPENSATION AND RELATED MATTERS
4.1. Salary. During the Employment Period, the Company shall pay
the Executive an annual salary of $_________ during the first 12-month period
and at such annual salary as determined by the Compensation Committee of the
Board (the "Compensation Committee") during the second and subsequent 12-month
periods of the Executive's employment with the Company, but not less than
$________. All salary is to be paid consistent with the standard payroll
practices of the Company (e.g., timing of payments and standard employee
deductions, such as income tax withholdings, social security, etc.). The
Executive's performance and salary shall be subject to review at the end of each
fiscal year and an increase in annual salary, if one is so determined by the
Compensation Committee, shall be made on a basis consistent with the standard
practices of the Company.
4.2. Bonus. The Compensation Committee shall review the
Executive's performance at least annually during each year of the Employment
Period and cause the Company to award the Executive a cash bonus in an amount
equal to up to [100%] [150%] of the annual salary, as provided in Section 4.1
above (the "Cash Bonus"), which the Compensation Committee shall reasonably
determine as fairly compensating and rewarding the Executive for services
rendered to the Company and/or as an incentive for continued service to the
Company. The amount of such cash bonus shall be determined in the sole and
absolute discretion of the Compensation Committee and shall be dependent on,
among other things, the achievement of certain performance levels by the
Company, including, without limitation, growth in funds from operations per
share, and the Executive's performance and contribution to increasing funds from
operations per share. Notwithstanding the foregoing, the Executive may elect to
receive such bonus in restricted shares of the [REIT's] common stock, par value
$.01 per share (the "Common Stock"), [of AMB Property Corporation, a Maryland
corporation (the "REIT")], or in options to purchase Common Stock. If the
Executive elects to receive such bonus in restricted shares of Common Stock, the
Executive shall receive a number of restricted shares of Common Stock (the
"Restricted Bonus Shares") equal to (i) 125% of the Cash Bonus divided by (ii)
the Fair Market Value per share (as defined below). If the Executive elects to
receive such bonus in options to purchase Common Stock, the Executive shall
receive options (the "Bonus Options") to purchase, at a purchase price per share
equal to the Fair Market Value, a number of shares of Common Stock determined
based on 150% of the amount of the bonus and the Fair Market Value of the Common
Stock, using option-pricing methodology adopted at the discretion of the
Compensation Committee. The "Fair Market Value" of a share of Common Stock shall
be (i) the closing price of a share of Common Stock on the principal exchange on
which shares of
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Common Stock are then trading, if any (or as reported on any composite index
which includes such principal exchange), on the trading day previous to the date
on which the Compensation Committee notifies the Executive of such bonus (the
"Bonus Notification Date"), or if shares were not traded on the trading day
previous to such date, then on the next preceding date on which a trade
occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by NASDAQ or such successor quotation system;
or (iii) if Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the Fair Market Value of a share of
Common Stock as established by the Compensation Committee acting in good faith.
The Executive's election to receive such bonus in Restricted Bonus Shares or
Bonus Options must be received in writing by the Secretary of the Company not
later than October 1 of the year for which such bonus may be earned. Restricted
Bonus Shares and the Bonus Options, if any, shall be granted pursuant to the
1997 Stock Option and Incentive Plan of AMB Property Corporation and its
Subsidiaries (or, if such plan has been terminated, such successor or
replacement employee benefit plan), and shall be subject to the applicable terms
and conditions set forth therein, or, if no such employee benefit plan is in
existence as of the date such Restricted Bonus Shares or Bonus Options are
granted, the terms and conditions of such Restricted Bonus Shares and Bonus
Options shall be determined by the Compensation Committee, in its sole
discretion.
4.3. Business Expenses. The Company shall promptly in accordance
with Company policy reimburse the Executive for all reasonable business expenses
incurred in accordance with and subject to the limits set forth in the Company's
written policies with respect to business expenses, including, without
limitation, business seminar fees, professional association dues, reasonable
entertainment expenses incurred by the Executive in connection with the business
of the Company and/or its respective subsidiaries and affiliates, and reasonable
travel expenses, including all airfare, hotel and rental car expenses, incurred
by the Executive in traveling in connection with the business of the Company,
upon presentation to the Company of written receipts for such expenses.
4.4. Other Benefits.
(a) Medical Insurance. During the Employment Period, the
Company, at its sole cost, shall provide to the Executive, the Executive's
spouse and children such health, dental and optical insurance as the Company may
from time to time make available to its other executive employees, subject to
and on a basis consistent with the terms, conditions and overall administration
of such plans or arrangements.
(b) Life and Disability Insurance. During the Employment
Period, the Company shall provide to the Executive such disability and/or life
insurance as the Company in its sole discretion may from time to time make
available to its other executive employees, subject to and on a basis consistent
with the terms, conditions and overall administration of such plans or
arrangements.
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(c) Pension Plans, Etc. During the Employment Period, the
Executive shall be entitled to participate in all pension, 401(k) and other
employee plans and benefits established by the Company on at least the same
terms as the Company's other executive employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
or arrangements.
4.5. Vacation. The Executive shall be entitled to four (4)
vacation weeks (20 business days) in each calendar year, subject to and on a
basis consistent with Company policy, provided, that in the event of part-time
employment by the Executive (as determined by the Committee in its sole and
absolute discretion), the number of vacation weeks to which the Executive is
entitled shall be proportionately reduced. In addition, the Executive will be
entitled to all Company holidays.
4.6. Office, Staff, and Equipment. The Company agrees to provide
the Executive, as a condition to the Executive's services hereunder, such staff,
equipment and office space as is reasonably necessary for the Executive to
perform the Executive's duties hereunder, subject to and on a basis consistent
with Company policy.
5. TERMINATION
5.1. Death. The Executive's employment hereunder shall terminate
upon his death.
5.2. Disability. The Executive's employment hereunder shall
terminate on the Executive's physical or mental disability or infirmity which,
in the opinion of a competent physician selected by the Board, renders the
Executive unable to perform properly his duties under this Agreement, and as a
result, the Executive is unable to perform such duties for six (6) consecutive
calendar months or for shorter periods aggregating one hundred and eighty (180)
business days in any twelve (12) month period, but only to the extent that such
definition does not violate the Americans with Disabilities Act.
5.3. Cause. The Company may terminate the Executive for Cause at
any time, upon written notice to Executive. For purposes of this Agreement,
"Cause" shall mean:
(a) gross negligence or willful misconduct in the
performance of duties hereunder;
(b) an uncured breach of any of the employee's material
duties hereunder;
(c) fraud or other conduct against the material best
interests of the Company; or
(d) a conviction of a felony if such conviction has a
material adverse effect on the Company.
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5.4. Termination Without Cause. The Company may terminate this
Agreement without Cause at any time, provided that the Company first delivers to
the Executive the Company's written election to terminate this Agreement at
least ninety (90) days prior to the effective date of termination.
5.5. Executive's Termination for Good Reason. The Executive may
terminate this Agreement for Good Reason upon at least ten (10) days prior
written notice to the Company. For purposes of this Agreement, "Good Reason"
shall mean:
(a) a substantial adverse change in the nature or scope of
the employee's responsibilities and authority hereunder; or
(b) an uncured breach by the Company of any of its
material obligations hereunder.
5.6. Executive's Voluntary Termination. The Executive may, at any
time, terminate this Agreement without Good Reason, provided that the Executive
delivers written notice to the Company at least ninety (90) days prior to the
effective date of termination.
5.7. Nonrenewal. The Company may terminate this Agreement upon
the expiration of any Employment Period, provided that the Company gives written
notice of such nonrenewal to the Executive at least ninety (90) days prior to
the expiration of such Employment Period.
5.8. Retirement. The Executive's employment shall terminate upon
his retirement upon or immediately following his sixty-fifth birthday. In the
case of the Executive's retirement, the Company shall pay to the Executive
promptly after Executive's termination (i) the unpaid annual salary pursuant to
Section 4.1 hereof to which such Executive is entitled pursuant to Section 6
hereof, through the date of the termination of such Executive's employment, and
(ii) as soon as practicable after the close of the Company's fiscal year in
which the Executive's termination occurs, a prorated portion of any unpaid bonus
determined by the Board pursuant to Section 4.2 hereof. This Section 5.8 shall
not limit the entitlement of the Executive to any retirement benefit then
available to the Executive under any benefit plan or policy which is maintained
by the Company for the Executive's benefit.
5.9. Notice. Any termination of the Executive's employment by the
Company or the Executive shall be communicated by written Notice of Termination
to the other party. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice that shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
5.10. Date of Termination. The effective date of the
Executive's termination depends on the type of termination applied. "Date of
Termination" shall mean the following:
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(a) if the Executive's employment is terminated by his
death, the date of his death;
(b) if the Executive's employment is terminated by reason
of his disability, the date of the opinion of the physician referred
to in Section 5.2 hereof;
(c) if the Executive's employment is terminated by the
Company for Cause pursuant to Section 5.3 hereof, or without Cause by
the Company pursuant to Section 5.4 hereof, the date specified in the
Notice of Termination;
(d) if the Executive resigns for Good Reason (pursuant to
Section 5.5 hereof) or voluntarily (pursuant to Section 5.6 hereof),
the date specified in the Notice of Termination;
(e) if the Executive's employment is terminated pursuant
to Section 5.7 hereof, the date this Agreement terminates by its
terms; and
(f) if the Executive's employment is terminated pursuant
to Section 5.8 hereof, the date of such Executive's retirement.
5.11. Termination Obligations.
(a) The Executive hereby acknowledges and agrees that all
Personal Property and equipment furnished to or prepared by the Executive in the
course of or incident to his employment, belongs to the Company and shall be
promptly returned to the Company upon termination of the Employment Period.
"Personal Property" includes, without limitation, all electronic devices of the
Company used by the Executive, including, without limitation, personal
computers, facsimile machines, cellular telephones, pagers and tape recorders
and all books, manuals, records, reports, notes, contracts, lists, blueprints,
maps and other documents, or materials, or copies thereof (including computer
files), and all other proprietary information relating to the business of the
Company. Following termination, the Executive will not retain any written or
other tangible material containing any proprietary information of the Company.
(b) Upon termination of the Employment Period, the
Executive shall be deemed to have resigned from all offices and directorships
then held with the Company or any affiliate.
(c) The representations and warranties contained herein
and the Executive's obligations under this Section 5.11 and Sections 7 and 8
hereof shall survive termination of the Employment Period and the expiration of
this Agreement.
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6. COMPENSATION UPON TERMINATION
6.1. Death.
(a) Severance Payment. If the Executive's employment
shall be terminated pursuant to Section 5.1 hereof, the Company shall pay
monthly to the Executive's estate the Executive's annual salary payable pursuant
to Section 4.1 hereof and one-twelfth of any bonus payable pursuant to Section
4.2(a) hereof at the most recent annual amount received, or entitled to be
received, by the Executive for a period equal to the lesser of one (1) year
following the Date of Termination or the remainder of the Employment Period as
set forth in Section 2 hereof.
(b) Severance Benefits. At the Executive's estate's
expense, the Executive's spouse and children shall also be entitled to any
continuation of health insurance coverage rights under any applicable law.
6.2. Disability.
(a) Severance Payment. If the Executive's employment
shall be terminated by reason of disability pursuant to Section 5.2 hereof, the
Company shall pay to the Executive and the Executive shall receive a single
severance payment in an amount equal to the sum of: (i) the Executive's annual
salary paid hereunder pursuant to Section 4.1 hereof plus (ii) an amount equal
to the annual bonus received by the Executive during the most recent preceding
period (collectively, the "Severance Payment"). Such payment shall be in
addition to any disability insurance payments to which the Executive is
otherwise entitled and any other compensation earned by Executive hereunder.
(b) Severance Benefits. At the Executive's own expense,
the Executive and the Executive's spouse and children shall also be entitled to
any continuation of health insurance coverage rights under any applicable law.
6.3. Cause.
(a) Salary and Bonus. If the Executive's employment shall
be terminated for Cause pursuant to Section 5.3 hereof, the Company shall pay
the Executive his salary and any bonus then payable pursuant to Sections 4.1 and
4.2 hereof through the Date of Termination.
(b) Benefits. At the Executive's own expense, the
Executive and the Executive's spouse and children shall also be entitled to any
continuation of health insurance coverage rights under any applicable law.
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6.4. Termination Without Cause.
(a) Severance Payment. If the Company shall terminate the
Executive's employment without Cause pursuant to Section 5.4 hereof, the Company
shall pay the Executive the Severance Payment, as described in Section 6.2(a)
hereof.
(b) Severance Benefits. In addition to paying the
Executive's Severance Payment, the Company, at the Company's expense, shall
continue to provide to the Executive and the Executive's spouse and children all
benefits described in Section 4.4 hereof for a period of one year commencing on
the Date of Termination.
6.5. Executive's Termination for Good Reason.
(a) Severance Payment. If the Executive terminates his
employment with the Company pursuant to Section 5.5 hereof for Good Reason, the
Company shall pay the Executive the Severance Payment, as described in Section
6.2(a) hereof.
(b) Severance Benefits. In addition to paying the
Executive's Severance Payment, the Company, at the Company's expense, shall
continue to provide to the Executive and the Executive's spouse and children all
benefits described in Section 4.4 hereof for a period of one year commencing on
the Date of Termination.
6.6. Executive's Voluntary Termination. In the event of the
voluntary termination of this Agreement by the Executive, pursuant to Section
5.6 hereof, the Executive shall have the right to receive the Executive's
compensation as provided in Section 4 hereof through the Date of Termination.
6.7. Manner of Payment. Any Severance Payment made pursuant to
this Section 6 shall be payable in a one-time payment by the Company which the
Company shall pay to the Executive not later than 60 days after the Date of
Termination.
6.8. Limitation. The foregoing notwithstanding, the total of such
Severance Payments, pursuant to Sections 6.1, 6.2, 6.4 and 6.5 hereof, shall be
reduced to the extent that the payment of such amount would cause the
Executive's total termination benefits (as determined by the Executive's tax
advisor) to constitute an "excess" parachute payment under Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and by reason of such
excess parachute payment the Executive would be subject to an excise tax under
Section 4999(a) of the Code, but only if the Executive determines that the
after-tax value of the termination benefits calculated with the foregoing
restriction exceed those calculated without the foregoing restriction.
7. CONFIDENTIALITY, NONCOMPETITION AND NONSOLICITATION COVENANTS
7.1. Confidentiality. In addition to the agreements set forth in
Section 5.12(a) hereof, the Executive hereby agrees that the Executive will not,
during the Employment Period or
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at any time thereafter directly or indirectly disclose or make available to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever, any Confidential Information (as defined below). The Executive
agrees that, upon termination of his employment with the Company, all
Confidential Information in his possession that is in written or other tangible
form (together with all copies or duplicates thereof, including computer files)
shall be returned to the Company and shall not be retained by the Executive or
furnished to any third party, in any form except as provided herein; provided,
however, that the Executive shall not be obligated to treat as confidential, or
return to the Company copies of any Confidential Information that (i) was
publicly known at the time of disclosure to the Executive, (ii) becomes publicly
known or available thereafter other than by any means in violation of this
Agreement or any other duty owed to the Company by the Executive, or (iii) is
lawfully disclosed to the Executive by a third party. As used in this Agreement
the term "Confidential Information" means information disclosed to the Executive
or known by the Executive as a consequence of or through his relationship with
the Company, about the owners, tenants, employees, consultants, vendors,
business methods, public relations methods, organization, procedures, property
acquisition and development, or finances, including, without limitation,
information of or relating to owner or tenant lists of the Company and its
affiliates.
7.2. Noncompetition. During the term of the Executive's
employment hereunder, and until the later to occur of (i) the first anniversary
of the Date of Termination and (ii) the second anniversary of the completion of
the initial public offering of common stock of AMB Property Corporation, a
Maryland corporation, the Executive shall not engage in any activities, directly
or indirectly, in respect of commercial real estate, and will not make any
investment in respect of industrial or retail real estate, other than through
ownership of not more than 5% of the outstanding shares of a public company
engaged in such activities and through investments existing as of the date of
this Agreement listed on Schedule I hereto.
7.3. Nonsolicitation. For a period of two (2) years following the
date on which the Executive's employment hereunder is terminated, the Executive
shall not solicit or induce any of the Company's employees, agents or
independent contractors to end their relationship with the Company, or recruit,
hire or otherwise induce any such person to perform services for the Executive,
or any other person, firm or company.
8. GENERAL PROVISIONS
8.1. Injunctive Relief and Enforcement. The Executive
acknowledges that the remedies at law for any breach by him of the provisions of
Sections 5.11(a) or 7 hereof may be inadequate and that, therefore, in the event
of breach by the Executive of the terms of Sections 5.11(a) or 7 hereof, the
Company shall be entitled to institute legal proceedings to enforce the specific
performance of this Agreement by the Executive and to enjoin the Executive from
any further violation of Sections 5.11(a) or 7 hereof and to exercise such
remedies cumulatively or in conjunction with all other rights and remedies
provided by law and not otherwise limited by this Agreement.
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8.2. Notice. For the purposes of this Agreement, notices, demands
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when addressed as follows and (i)
when personally delivered, (ii) when transmitted by telecopy, electronic or
digital transmission with receipt confirmed, (iii) one day after delivery to an
overnight air courier guaranteeing next day delivery, or (iv) upon receipt if
sent by certified or registered mail. In each case notice shall be sent to:
If to Executive: _____________________
AMB Property Corporation
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to the Company: AMB Property Corporation
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
8.3. Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect. In addition, in the event any provision in this Agreement
shall be determined by any court of competent jurisdiction to be unenforceable
by reason of extending for too great a period of time or over too great a
geographical area or by reason of being too extensive in any other respect, each
such agreement shall be interpreted to extend over the maximum period of time
for which it may be enforceable and to the maximum extent in all other respects
as to which it may be enforceable, and enforced as so interpreted, all as
determined by such court in such action.
8.4. Assignment. This Agreement may not be assigned by the
Executive, but may be assigned by the Company to any successor to its business
and will inure to the benefit and be binding upon any such successor.
8.5. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
8.6. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
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8.7. Choice of Law. This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of California
without giving effect to the principles of conflict of laws thereof.
8.8. Indemnification. To the fullest extent permitted under
applicable law, the Company shall indemnify, defend and hold the Executive
harmless from and against any and all causes of action, claims, demands,
liabilities, damages, costs and expenses of any nature whatsoever (collectively,
"Damages") directly or indirectly arising out of or relating to the Executive
discharging the Executive's duties hereunder on behalf of the Company and/or its
respective subsidiaries and affiliates, so long as the Executive acted in good
faith within the course and scope of the Executive's duties with respect to the
matter giving rise to the claim or Damages for which the Executive seeks
indemnification.
8.9. LIMITATION ON LIABILITIES. IF EITHER THE EXECUTIVE OR THE
COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED
TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER
EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN
WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES
SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES,
AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER
INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE
EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS
OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS
NATURAL TERM AND THROUGH ANY APPLICABLE SEVERANCE PERIOD, PLUS INTEREST ON ANY
DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM
AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.
8.10. WAIVER OF JURY TRIAL. TO THE EXTENT APPLICABLE, EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
8.11. Attorneys' Fees. If any legal action, arbitration or other
proceeding, is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach or default in connection with any of the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, including
any appeal of such action or proceeding, in addition to any other relief to
which that party may be entitled.
8.12. Entire Agreement. This Agreement contains the entire
agreement and understanding between the Company and the Executive with respect
to the employment of the
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Executive by the Company as contemplated hereby, and no representations,
promises, agreements or understandings, written or oral, not herein contained
shall be of any force or effect. This Agreement shall not be changed unless in
writing and signed by both the Executive and the Board.
8.13. The Executive's Acknowledgment. The Executive acknowledges
(a) that he has had the opportunity to consult with independent counsel of his
own choice concerning this Agreement, and (b) that he has read and understands
the Agreement, is fully aware of its legal effect, and has entered into it
freely based on his own judgment.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the date and year first above written.
AMB PROPERTY, L.P.,
a Delaware limited partnership
By AMB Property Corporation,
its general partner
By:
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X. Xxxxx Xxxxxxxxx
Managing Director, Chief Financial
Officer, General Counsel and Secretary
EXECUTIVE
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[Name]
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SCHEDULE I
[List existing investments]
I-1
