Exhibit 10.1
ADVISORY AGREEMENT
THIS AGREEMENT is made and entered
into as of May 15, 2007 between K. Dane Brooksher (the
“Advisor”), and ProLogis.
WITNESSETH THAT :
WHEREAS, ProLogis desires to retain
the services of the Advisor and the Advisor desires to provide such
services to ProLogis;
NOW, THEREFORE, the parties agree as
follows:
1. Term . Subject to the
terms and conditions of this Agreement, ProLogis hereby retains the
services of the Advisor as an advisor for the Term (as defined
below) and the Advisor hereby agrees to render advisory services to
ProLogis during the Term in accordance with this Agreement. The
“Term” shall be the period commencing on May 15,
2007 (the “Effective Date”) and ending on June 30,
2023 (the “Termination Date”).
2. Duties . The Advisor
agrees that, during the first six years of the Term, while he is
obligated to provide services to ProLogis pursuant to this
Agreement, he shall provide advice to ProLogis regarding strategic
plans, global expansion, customer development, organizational and
human resource matters, board of trustee nomination and governance
matters, and other matters as requested from time to time by the
Chief Executive Officer of ProLogis. Subject to the provisions of
Sections 6 and 7, nothing in this Section 2 shall
preclude the Advisor from performing services for persons or
entities other than ProLogis to the extent such services do not
interfere with his obligations under this Agreement.
3. Advisory Fee .
Subject to the terms and conditions of this Agreement, the Advisor
shall be entitled to an annual “Advisory Fee” of
$400,000 for the first six years of the Term, payable quarterly in
arrears beginning on June 30, 2007.
4. Other Agreements
.
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(a) |
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For the period commencing on the Effective Date and ending on
the Termination Date, ProLogis shall provide the Advisor with
office space, administrative and information technology support,
secretarial support and travel services (through ProLogis’s
in-house travel agent). In addition , Advisor shall be reimbursed
for actual expenses incurred in connection with his advisory
duties. |
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(b) |
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For the first six years of the Term, the Advisor shall serve on
ProLogis’s European and Asian advisory boards at the request
of ProLogis and attend any regular or special meetings
thereof. |
5. Duties and Fees Upon
Termination . The Advisor shall have no obligation to provide
services pursuant to this Agreement, and ProLogis shall have no
obligation to pay any Advisory Fees to the Advisor, and the
provisions of paragraph 4(b) shall not apply, for periods after the
last day of the sixth year of the Term. ProLogis shall have no
obligation to pay any Advisory Fees to the Advisor or to provide
the benefits under Section 4 for any period after the
Advisor
fails, for any reason, to make himself available to perform
services for ProLogis pursuant to this Agreement, including by
reason of death.
6. Confidential
Information . The Advisor hereby agrees that:
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(a) |
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Except as may be required by the lawful order of a court or
agency of competent jurisdiction, or except to the extent that the
Advisor has express authorization from ProLogis, he shall keep
secret and confidential indefinitely all non-public information
(including, without limitation, information regarding litigation
and pending litigation) concerning ProLogis and its affiliates
which was acquired by or disclosed to the Advisor during the course
of his engagement hereunder (or during his prior employment or
service with ProLogis) and not to disclose the same, either
directly or indirectly, to any other person, firm, or business
entity, or to use it in any way. |
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(b) |
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Upon the expiration of the Term or at ProLogis’s earlier
request, he will promptly return to ProLogis any and all records,
documents, physical property, information, computer disks or other
materials relating to the business of ProLogis and its affiliates
obtained by him during his course of his engagement hereunder (or
during his prior employment or service with ProLogis). |
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(c) |
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Nothing in the foregoing provisions of this Section 6
shall be construed so as to prevent the Advisor from using, in
connection with his employment for himself or an employer other
than ProLogis or any of its affiliates, knowledge which was
acquired by him during the course of his engagement hereunder, and
which is generally known to persons of his experience in other
companies in the same industry. |
7. Noncompetition . The
Advisor hereby agrees that, during the Term, he shall not:
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(a) |
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directly or indirectly, (i) serve on the board of
directors or trustees or serve as an officer or employee of any
real estate |
