FIRST AMENDMENT TO AMENDED AND RESTATED SPECIAL EQUITY AGREEMENT
Exhibit 10.1
This First Amendment to the Amended and Restated Special Equity Agreement dated as of March 5,
2003 (the “Agreement”) by and between ProLogis and K. Xxxx Xxxxxxxxx (“Xxxxxxxxx”, referred to in
the Agreement as the “CEO”), is entered into as of September 22, 2005 (the “Effective Date”);
WITNESSETH THAT:
WHEREAS, ProLogis and Xxxxxxxxx are parties to the Agreement; and
WHEREAS, the parties desire to amend certain provisions of the Agreement as herein provided.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement as follows:
1. Section 4(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the
following:
(i) serve on the board of directors or trustees of or serve as an officer or
employee of any industrial real estate investment trust with a class of securities
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended, or
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IN WITNESS WHEREOF, Xxxxxxxxx has hereunto set his hand and ProLogis has caused these presents
to be executed in its name and on its behalf, all as of the day and year first above written.
| /s/ K. Xxxx Xxxxxxxxx | ||||
| K. Xxxx Xxxxxxxxx | ||||
| ProLogis |
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| Acknowledged and Agreed: | By: | /s/ Xxxxxx X. Xxxxxxx | ||
| Xxxxxx X. Xxxxxxx | ||||
| Secretary and General Counsel | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| Chairman Management Development & Compensation Committee |
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