EXHIBIT 10.50
CATELLUS DEVELOPMENT CORPORATION
November 16, 1996
Xx. Xxxxxxx X. Xxxxxxx
Senior Vice President Property Operations
Catellus Development Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xxx:
The purpose of this letter is to amend that certain Employment
Agreement dated as of February 10, 1995 (the "Employment Agreement") between
Catellus Development Corporation (the "Company") and you as follows:
1. TERM OF AGREEMENT. The term of the Employment Agreement shall be
extended from February 9, 1998 to December 31, 2000
2. BONUS. Section 1.4 of the Employment Agreement is hereby amended to
readin its entirety as follows:
"1.4 Bonuses.
(a) Executive shall be eligible to receive an annual
bonus (the "Base Bonus") equal to up to 100% of Base Salary commencing
with the year beginning January 1, 1996. The Base Bonus each year shall
be determined on the basis of the achievement of performance goals
negotiated in good faith annually in advance with Executive by the
Chief Executive Officer of the Company on or before February 28 of each
year. The Base Bonus shall be payable each year no later than March 31.
(b) Executive shall be eligible to receive an
additional bonus (the "Additional Bonus") equal to up to 100% of Base
Salary commencing with the year beginning January 1, 1996. The
Additional Bonus each year shall be determined on the basis of the
achievement of performance goals negotiated in good faith annually in
advance with Executive by the Chief Executive Officer of the Company on
or before February 28 of each year; provided that the Additional
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Bonus may not exceed the Base Bonus in any year. Such Additional Bonus
will be payable for the achievement of results far in excess of
expected performance and add tangible value to the Company beyond that
anticipated in the Company's Annual Business Plan. The Additional Bonus
shall be payable each year no later than March 31.
(c) All bonus payments shall be subject to appropriate
withholding payments deducted therefrom."
3. TERMINATION PAYMENTS. Section 1.8 of the Agreement is hereby
amended to read in its entirety as follows:
"1.8 Benefits Upon Termination.
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(a) If, at any time during the term of this
Agreement, (i) Executive involuntarily ceases to be an employee of the
Company for any reason other than (A) termination for Cause, (B)
disability at a time when Executive is receiving disability benefits
under a long-term disability plan or disability insurance provided by
the Company, (C) death, or (D) normal retirement under the Company's
pension plan or a qualified retirement plan of the Company or (ii)
Executive terminates employment with the Company for Good Reason (as
defined below), then the amount of benefits payable on account of such
termination shall be equal to the sum of (1) unpaid accrued salary as
of the Date of Termination, (2) unpaid salary with respect to any
vacation days accrued but not taken as of the Date of Termination, (3)
the number of full months remaining in this Agreement, but not to
exceed 24, multiplied by the average monthly Base Salary (determined
without regard to amounts payable under any bonus program, or other
forms of extraordinary compensation) for the immediately preceding 2-
year period or, if Executive has not served the Company for 24 months,
then the average monthly Base Salary (determined without regard to
amounts payable under any bonus program, or other forms of
extraordinary compensation) for such shorter period; and (4) the number
of full or partial months remaining in the period commencing on the
first day following the most recent period in respect of which the Base
Bonus has been paid and ending on December 31, 2000, but not to exceed
24, multiplied by the average monthly Base Bonus and Additional Bonus
for the immediately preceding 2-year period or, if Executive has not
served the Company for 24 months, then the average monthly Base Bonus
and Additional Bonus for such shorter period,
provided, however,
------------------ that the amount of such benefits shall be reduced by
any other benefits provided upon termination of employment to which
Executive may be entitled under any severance agreement with the
Company.
Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other
employment or
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otherwise. The Company shall not be entitled to set off against the
amounts payable to Executive under this Agreement any amounts owed to
the Company by Executive, any amounts earned by Executive in other
employment after termination of his employment with the Company, or any
amounts which might have been earned by Executive in other employment
had he sought such other employment.
The Company shall pay Executive, no later than the
fifth day following the Date of Termination, a lump sum payment, in
cash, equal to the amount due under Section 1.8(a) hereof; provided,
however, Executive may elect any time prior to the Date of Termination
to receive the amounts due under Section 1.8(a) hereof on an
installment basis as may be mutually agreed by the Company and
Executive.
(b) If, at any time during the term of this
Agreement, Executive ceases to be an employee for any reason described
in Section 1.8(a) hereof, during the remainder of the term of this
Agreement, Executive shall continue to be treated as an employee for
purposes of the Company's group health and dental programs, but not for
purposes of life, dependent care reimbursement, health care
reimbursement, business travel accident insurance, or long- or
short-term disability programs (except to the extent Executive is
drawing benefits at the time of termination), tax-qualified retirement
plans, or any other employee benefit plan or program of the Company,
and shall receive benefits substantially comparable to those in effect
on the day before the Date of Termination subject to any reduction or
termination of such benefits similarly affecting all senior management
personnel of the Company.
(c) If, at any time during the term of this
Agreement, Executive ceases to be an employee for any other reason,
then Executive shall be entitled to the sum of (i) unpaid accrued
salary, (ii) unpaid salary with respect to any vacation days accrued
but not taken as of the Date of Termination and (iii) any bonus or
portion thereof to which Executive is entitled under any then effective
bonus plan or program."
Except as expressly set forth herein, all other terms and
provisions of the Employment Agreement shall remain in full force and effect and
in all other respects are hereby ratified and confirmed.
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If you are in agreement with the foregoing, please sign and
return an enclosed counterpart of this letter.
Very truly yours,
CATELLUS DEVELOPMENT
CORPORATION
By: /s/ Xxxxxx X. Rising
______________________
Title: President and Chief
Executive Officer
AGREED this 18 day of November, 1996:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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