Exhibit 10.16
ASSIGNMENT AND ASSUMPTION AGREEMENT
TO
CHANGE IN CONTROL AND NONCOMPETITION AGREEMENT
This Assignment and Assumption
Agreement (this “Assignment”) is made and entered as of
January 1, 2008, by and among AMB Property, L.P., a Delaware
limited partnership (“Assignor”), AMB Property III,
LLC, a Delaware limited liability company (“Assignee”),
and ____________ (“Executive”).
RECITALS:
WHEREAS, Assignor and Executive have
entered into that certain Amended and Restated Change in Control
and Noncompetition Agreement, dated as of September 27, 2007
(the “Change in Control Agreement”);
WHEREAS, Assignee is an affiliate of
Assignor;
WHEREAS, the Executive’s
employment has been transferred from Assignor to Assignee as of
January 1, 2008;
WHEREAS, Assignor desires to assign
all of its rights, title, interest, liabilities and obligations
under the Change in Control Agreement to Assignee, and Assignee
desires to accept such assignment and assume all liabilities and
obligations thereunder;
WHEREAS, Assignor agrees to remain
liable for any liabilities and obligations under the Change in
Control Agreement to the extent that Assignee does not perform its
obligations thereunder;
WHEREAS, Executive consents to such
assignment, as provided for herein;
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, each party
hereto agrees as follows:
1. Definitions .
Capitalized terms used in this Assignment without definition shall
have the meanings ascribed to them in the Change in Control
Agreement.
2. Assignments and
Assumptio
