0000898430-03-003398 Sample Contracts

CATELLUS LOGO]
Catellus Subco Inc • August 12th, 2003 • Real estate investment trusts • California

This Memorandum of Understanding (“Memorandum”) sets forth the terms of your employment with Catellus Commercial Development Corporation (the “Company”), a subsidiary of Catellus Development Corporation (“Catellus”). This Memorandum supersedes, in their entirety, all previous agreements and understandings concerning your employment except the Indemnity Agreement referenced in Section 8 below and any stock option agreements you have with Catellus; provided, however, that the provisions of this Memorandum regarding vesting of stock options in the event of termination of your employment shall supersede such provisions of your stock option agreements.

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GUARANTY OF MOU
Guaranty of Mou • August 12th, 2003 • Catellus Subco Inc • Real estate investment trusts

THIS GUARANTY OF MOU (“Guaranty”) is made as of the 22nd day of August, 2002 by CATELLUS DEVELOPMENT CORPORATION (“Guarantor”) in favor of TED ANTENUCCI, an individual residing in the State of Colorado (“Officer”) in connection with that certain Memorandum of Understanding of substantially even date herewith (the “MOU”) pursuant to which Officer is employed by a wholly-owned subsidiary of Guarantor (“Subsidiary”).

FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING REGARDING EMPLOYMENT
Catellus Subco Inc • August 12th, 2003 • Real estate investment trusts

This First Amendment to Memorandum of Understanding regarding Employment is entered into as of July 31, 2003, by and between Catellus Development Corporation, a Delaware corporation (the “Company”), and Timothy J. Beaudin (the “Executive”).

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