EXHIBIT (e)(14)
FORM OF AMENDMENT TO LETTER OF EMPLOYMENT
THIS AMENDMENT TO LETTER OF EMPLOYMENT ("Amendment") is made and entered
into by and between ________________ ("Employee") and CABOT INDUSTRIAL
PROPERTIES, L.P. ("Employer").
WHEREAS, Employee and Employer entered into an amended letter of
employment, effective September 10, 1998 (the "Letter of Employment"), under
which Employee is to receive certain benefits if Employee's employment is
terminated under certain circumstances following a Change in Control (as defined
therein) (the "Change in Control Benefits"), with the payment of the Change in
Control Benefits to be made as soon as practicable following such termination;
and
WHEREAS, the Change in Control Benefits, prior to required payroll tax
withholding or any adjustment in accordance with the provisions of Exhibit A to
the Letter Agreement, is an amount equal to three (3) times the sum of the rate
of the Employee's annual base compensation as in effect on the date of
termination (or as in effect on the date of the Change in Control, if higher)
plus the amount of the Employee's bonus for the year prior to the year in which
the Employee's employment terminates (the "Initial Benefit"); and
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger,
dated as of October 28, 2001 (the "Merger Agreement"), Cabot Industrial Trust
("REIT") and Employer desire to have Rooster Acquisition Corp., a Delaware
corporation, merge with and into REIT with REIT as the surviving corporation
(the "Merger"); and
WHEREAS, as a result of the contemplated Merger, Employee and Employer
mutually agree that it is in the best interest of both parties for the
definition of Change in Control, the timing of the payment of the Change in
Control Benefits, and the calculation of the Initial Benefit under the Letter of
Employment to be amended; and
WHEREAS, Employee and Employer mutually agree that if the contemplated
Merger is either: (a) not effected or (b) not effected on or before April 30,
2002, this Amendment shall be without any force and effect and the definition of
Change in Control, the timing of the payment of the Change in Control Benefits,
and the calculation of the Initial Benefit under the Letter of Employment shall
at all times commencing immediately after the execution of this Amendment be the
definition of Change in Control and timing of payment of such benefits in effect
immediately prior to the execution of this Amendment.
NOW, THEREFORE, for and in consideration of the mutual promises set
forth below, it is hereby agreed by and between the Employee and Employer as
follows:
1. The definition of Change in Control under the Letter of Employment shall
be amended in its entirety to read as follows:
A "Change in Control" means the happening of any of the following:
(a) the effective time of a transaction under which the REIT merges into or
consolidates with another entity, sells or otherwise disposes of all or
substantially all of its assets or adopts a plan of liquidation, provided,
however, that a Change in Control shall not be deemed to have occurred by
reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which 50% or more of the
beneficial ownership of the voting power of the REIT, the surviving
corporation or corporation directly or indirectly controlling the REIT or
the surviving corporation, as the case may be, is held by the same persons
(as defined below) (although not necessarily in the same proportion) as
held the beneficial ownership of the voting power of the REIT immediately
prior to the transaction or the substantially concurrent or otherwise
related series of transactions, except that upon the completion thereof,
employees or employee benefit plans of the REIT may be a new holder of such
beneficial ownership; provided, further, that any transaction described in
this paragraph (a) with an "Affiliate" of the REIT (as defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall not
be treated as a Change in Control; or
(b) the "beneficial ownership" (as defined in Rule 13d-3 under the Exchange
Act) of securities representing 25% or more of the combined voting power of
the REIT is acquired, other than from the REIT, by any "person" as defined
in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or
other fiduciary holding securities under an employee benefit or other
similar stock plan of the REIT); or
(c) at any time during any period of two consecutive years, individuals who at
the beginning of such period were members of the Board cease for any reason
to constitute at least a majority thereof (unless the election, or the
nomination for election by the REIT's shareholders, of each new trustee was
approved by a vote of at least two-thirds of the trustees still in office
at the time of such election or nomination who were trustees at the
beginning of such period).
2. The timing of the payment of the Change in Control Benefits under the
Letter of Employment shall be amended in its entirety to provide as follows:
The "lump sum payment" to be made pursuant to the terms of the Letter of
Employment shall be made on the earliest to occur of:
(a) the effective time of the Merger;
(b) the termination of the Merger Agreement as a result of an injunction
having been obtained against the Merger; or
(c) the 120th day following the close of the Tender Offer as contemplated
and set forth in the Merger Agreement.
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3. The calculation of the Initial Benefit under the Letter of Employment
shall be amended in its entirety to provide as follows:
The Initial Benefit shall be an amount equal to three (3) times the sum
of the rate of the Employee's annual base compensation as in effect on
the date of termination (or as in effect on the date of the Change in
Control, if higher) plus the amount of the Employee's bonus for the year
in which the Employee's employment terminates (provided if termination
of employment does not occur until the year 2002, the bonus shall be the
amount of bonus paid with respect to the year 2001).
4. In the event the contemplated Merger is either: (a) not effected or
(b) not effected on or before April 30, 2002, this Amendment shall be without
any force and effect and the definition of Change in Control, the timing of the
payment of the Change in Control Benefits, and the calculation of the Initial
Benefit under the Letter of Employment shall at all times commencing immediately
after the execution of this Amendment be the definition of Change in Control and
timing of payment of such benefits in effect immediately prior to the execution
of this Amendment.
5. Employee, intending to be legally bound and for and in consideration
of the benefits described in this Amendment, does for himself, his heirs,
executors, administrators, successors and assigns, hereby release and forever
discharge Employer, its successors, predecessors, parents, subsidiaries,
affiliates, assigns, directors, officers, agents and employees and all persons,
corporations or other entities who might claim to be jointly and severally
liable with them, from any and all actions, causes of action, claims, demands,
charges or suits of any kind whatsoever based upon, arising out of or relating
to this Amendment.
6. Employee acknowledges that Employee has freely and voluntarily
entered into this Amendment and agrees that he shall not institute any legal
proceedings either individually or as a class representative or member against
Employer as to any matter based upon, arising out of or relating to this
Amendment.
7. This Amendment shall be governed by and construed in accordance with
the laws of the State of Massachusetts.
8. Except as provided herein, each provision of this Amendment is
intended to be severable. If any term or provision is held to be invalid, void
or unenforceable by a court of competent jurisdiction for any reason whatsoever,
such ruling shall not affect the remainder of this Amendment.
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IN WITNESS WHEREOF, the parties, intending to be legally bound, apply
their signatures voluntarily and with full understanding of the contents of this
Amendment and after having had ample time to review and study this Amendment.
Signed and executed this 28th day of October, 2001.
WITNESS: EMPLOYEE
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WITNESS: CABOT INDUSTRIAL PROPERTIES, L.P.
By:
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Title:
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