THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.19

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 7, 2009 (the “Effective Date”), by and between Walter C. Rakowich (the “Executive”) and ProLogis, a Maryland real estate investment trust (the “Company”).

WITNESSETH THAT :

     WHEREAS, the Executive is currently employed by the Company in an executive capacity;

     WHEREAS, the parties are currently parties to that certain Second Amended and Restated Employment Agreement dated December 31, 2008 (the “Prior Employment Agreement”);

     WHEREAS, the Management Development and Compensation Committee (the “Committee”) of the Board of Trustees of the Company (the “Board”) has the authority to determine the compensation and other terms and conditions of the Company’s executives; and

     WHEREAS, the Committee has determined that it is appropriate to make certain changes to the Prior Employment Agreement to reflect changes to certain aspects of the Executive’s terms and conditions of employment with the Company; and

     WHEREAS, the Company and the Executive have agreed to enter into this Agreement to reflect the terms and conditions of the Executive’s employment with the Company from and after the Effective Date;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Executive and the Company as follows:

     1.  Term . Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive as its Chief Executive Officer for the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company and to provide services during the Agreement Term in accordance with this Agreement. The “Agreement Term” shall be the period beginning as of the Effective Date and ending on December 31, 2011, or if this Agreement is earlier terminated pursuant to paragraph 4 hereof, the date of such termination; provided, however, that the Executive’s promotion to Chief Executive Officer was effective as of November 10, 2008.

     2.  Performance of Services . The Executive’s employment with the Company shall be subject to the following:

          (a) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its Chief Executive Officer.

          (b) The Executive shall report to the Board. The Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of a chief executive officer of a comparable company to the Company. The Executive shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.

          (c) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to the supervision of his personal investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, interfere with the performance of the Executive’s duties under this Agreement, violate the terms of any of the covenants contained in paragraph 8 or 9 hereof or otherwise conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the prior consent of a majority of the nonemployee members of the Board.

          (d) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent (50%) interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

     3.  Compensation . Subject to the terms of this Agreement, during the Agreement Term, while the Executive is employed by the Company, the Company shall compensate him for his services as follows:

          (a) For the portion of the Agreement Term commencing on the Effective Date and ending on December 31, 2008, the Executive shall receive a base salary at the annual rate of $630,000 (the “Salary”). Effective for each 12-consecutive month period of the Agreement Term commencing on January 1, 2009 and ending on each anniversary thereof, the Executive’s annual rate of Salary shall be equal to $1,000,000. The Executive’s Salary shall be payable in installments in the same manner as salary is paid to other corporate-level senior managers of the Company.

          (b) For calendar year 2008, the Executive shall receive a bonus equal to $840,000, payable at the same time as bonuses are paid to other corporate-level senior managers of the Company. For the calendar year commencing on January 1, 2009, the Executive may receive an annual bonus that has a target equal to 200% of his Salary (the “Target Bonus”) and that shall be not less than zero and not more than 200% of the Target Bonus; provided, however, that the actual amount of the annual bonus earned by and payable to the Executive in any year shall be determined upon the satisfaction of goals and objectives established by the Committee and communicated to the Executive, and shall be subject to such other terms and conditions of

the Company’s annual bonus plan as in effect from time to time, including the right of the Committee, in its discretion, to reduce the amount of the annual bonus following the end of the year in which such annual bonus shall have been earned. Such bonuses shall be paid at the same time as bonuses are paid to other corporate-level senior managers of the Company. The corporate financial goals and objectives established for the Executive shall be the corporate financial goals and objectives established for other corporate-level senior managers of the Company in terms of measurement and definition. Any additional operating, strategic or other goals and objectives established for the Executive shall be as determined by the Committee and communicated to the Executive not later than the time that the corporate financial goals and objectives are communicated to the Executive.

          (c) Special LTIP Award . On November 11, 2008, the Executive was awarded stock options and restricted stock units under the Company’s 2006 Long-Term Incentive Plan (the “LTIP”). Such awards (the “Special LTIP Awards”) will vest as 25% of the applicable grant on each of December 31, 2008, 2009, 2010 and 2011, respectively, provided that vesting for each 25% of the grant shall be conditioned upon the Executive’s continuous employment by the Company through the vesting date applicable to the 25% of the grant in question (or as otherwise provided in this Agreement). In all other respects, such awards shall be subject to the standard terms and conditions as apply to the grants of such awards made under the LTIP and shall be evidenced by an appropriate grant agreement.

          (d) Incentive Awards .

          (i) During each calendar year of the Agreement Term (that is, for 2009, 2010 and 2011), the Executive shall be granted equity-based awards under the LTIP, as amended from time to time (or a successor plan thereto) and/or a cash incentive award (such annual award, whether in the form of equity-based awards, cash or a combination thereof, being referred to herein as the “Incentive Award”), having an annual aggregate value (as determined under generally accepted accounting principles consistently applied by the Company to Incentive Awards to senior executives granted at such time) of $7,500,000, in such form(s) as determined by the Committee but consistent with the forms of Incentive Awards granted to other senior executives of the Company and consistent with the proportion of each type of Incentive Award granted to other senior executives of the Company; provided, however, that for calendar year 2008, the Executive’s Incentive Award shall be an amount having an aggregate value (as determined under generally accepted accounting principles consistently applied by the Company to awards to senior executives granted at that time) of $3,500,000. To the extent applicable, each stock option granted pursuant to this clause 3(d)(i) shall have a term of 10 years from its date of grant. Except as otherwise expressly provided in this subparagraph 3(d), the date on which the grants of the Incentive Awards pursuant to this clause 3(d)(i) shall occur and the terms and conditions applicable to such Incentive Awards shall be determined by the Committee in its discretion, provided that the Incentive Awards made pursuant to this clause 3(d)(i) shall be made at the same time and, except as otherwise expressly provided in this subparagraph 3(d), shall have the same terms as annual Incentive Awards granted to other senior executives of the Company (or if not granted to other senior executives, such awards shall be granted to the Executive at least annually, based on the terms applicable under the last such type awards granted to

them) and that the first such grant for 2008 shall be made not later than the time Incentive Awards are made for other senior executives of the Company. For the avoidance of doubt, the Executive shall be entitled to an Incentive Award for 2011 if he remains continuously employed by the Company through 2011, even though such Incentive Award may be made after the Agreement Term expires; provided, however, that, with respect to the Incentive Award for 2011, the Company, in its discretion, may determine (1) the form of the award (e.g., cash, equity-based or a combination thereof) without regard to the form of Incentive Awards granted to other senior executives of the Company and (2) the timing of the award as long as it is made no later than the time at which the Incentive Awards for 2011 are made for other senior executives of the Company.

          (ii) Any provision of clause 3(d)(i) to the contrary notwithstanding, each equity-based award Incentive Award that is granted to the Executive under the LTIP (or a successor thereto) on or after the Effective Date and the Special LTIP Awards (collectively, the “New Incentive Awards”) shall provide as of the date on which such New Incentive Award is granted:

          (1) If the Date of Termination (as defined in subparagraph 4(h)) occurs during the Agreement Term as the result of (A) termination by the Company without Cause (as defined in subparagraph 4(c)), (B) by Constructive Discharge (as defined in subparagraph 4(d)), or (C) due to the Executive’s death or Disability (as defined in subparagraph 4(b)), or if the Agreement Term expires on December 31, 2011 and the Executive’s Date of Termination does not occur prior such date, any New Incentive Award that is not then vested or exercisable shall continue to vest in accordance with its terms as though the Executive had remained an employee of the Company until such New Incentive Award is fully vested.

          (2) If the Date of Termination occurs during the Agreement Term for any reason other than as specified in subclause 3(d)(ii)(1), any portion of the New Incentive Awards that are not vested or exercisable as of the Date of Termination shall be forfeited as of the Date of Termination and the Executive shall have no further rights under or with respect thereto.

          (3) To the extent applicable and to the extent vested, each New Incentive Award shall remain exercisable through the expiration date thereof, which shall be defined as the ten year anniversary of the date of grant, unless the Date of Termination occurs pursuant to subclause 3(d)(ii)(1) in which case the Expiration Date shall be that defined the LTIP (or a successor thereto) or the applicable award agreement evidencing the New Incentive Award, as applicable.

          (4) Notwithstanding the foregoing provisions of this paragraph 3(d), if, within one year following the Date of Termination, the Executive breaches the provisions of paragraph 8 or subparagraphs 9(a) or 9(b), any New Incentive Awards that are not vested upon the date of such breach shall be

forfeited and the Executive shall have no further rights under or with respect thereto.

          (iii) Any provision of clause 3(d)(i) to the contrary notwithstanding, each equity-based award that has been granted to the Executive under the LTIP (or the ProLogis 1997 Long-Term Incentive Plan (the “1997 Plan”)) prior to the Effective Date and that is outstanding on the Effective Date other than the Special LTIP Awards (collectively, the “Existing Incentive Awards”) shall provide (or shall be amended to provide) as follows as of the Effective Date:

          (1) If the Date of Termination occurs during the Agreement Term as the result of (A) termination by the Company without Cause , (B) by Constructive Discharge, or (C) due to the Executive’s death or Disability, or if Executive remains continuously employed by the Company through December 31, 2009, any Existing Incentive Award that is not then vested or exercisable shall continue to vest in accordance with its terms as though the Executive had remained an employee of the Company until such Existing Incentive Award is fully vested.

          (2) If the Date of Termination occurs prior to December 31, 2009 for any reason other than as specified in subclause 3(d)(iii)(1), any portion of the Existing Incentive Awards that are not vested or exercisable as of the Date of Termination shall be forfeited as of the Date of Termination and the Executive shall have no further rights under or with respect thereto.

          (3) To the extent applicable and to the extent vested, each Existing Incentive Award shall remain exercisable through the expiration date thereof, which shall be defined as the ten year anniversary of the date of grant, unless the Date of Termination occurs pursuant to subclause 3(d)(iii)(1) in which case the Expiration Date shall be that defined in the 1997 Plan, the LTIP or the applicable award agreement evidencing the Existing Incentive Award, as applicable.

          (4) Notwithstanding the foregoing provisions of this paragraph 3(d), if, within the one year period beginning on the earlier of the Date of Termination or December 31, 2009 the Executive breaches the provisions of paragraph 8 or subparagraphs 9(a) or 9(b), any Existing Incentive Awards that are not vested upon the date of such breach shall be forfeited and the Executive shall have no further rights under or with respect thereto.

          (iv) Except as otherwise specifically provided to the contrary in clause 3(d)(i) (relating to Incentive Awards for calendar year 2011), in no event shall the Executive be entitled to any awards pursuant to this subparagraph 3(d) if his Date of Termination has occurred prior to the date on which the awards are made under the LTIP for the applicable calendar year. Nothing in this clause 3(d)(iv) shall affect the Executive’s rights under paragraph 5.

          (e) Except as otherwise specifically provided to the contrary in this Agreement, the Executive shall be eligible to participate in the Company’s employee benefit plans, programs, policies and arrangements to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company’s other similarly situated senior management employees whose principal residence and Company workplace is in the United States.

          (f) In the event that the Company materially restates or otherwise materially modifies any of its financial statements, the Company and the Executive shall submit to arbitration, pursuant to paragraph 24 hereof, the question of whether and in what amount, if any, compensation previously paid to the Executive based upon the satisfaction of goals and objectives established by the Committee pursuant to this paragraph 3 exceeded the amount of compensation that would have been paid to the Executive based upon the extent to which such goals and objectives actually had been satisfied, as determined based upon the restated or modified financial statements (such excess being referred to herein as the “Excess Compensation”). If it is determined pursuant to such arbitration proceeding that the Executive was paid Excess Compensation, the Executive shall pay to the Company a cash amount equal to the Excess Compensation within 30 days following the Executive’s receipt of notice of such determination. If the Executive fails to pay such cash amount to the Company within such 30-day period, the Company shall be entitled, in its discretion, (i) to set off the amount of the Excess Compensation against amounts of compensation payable, or to become payable, to the Executive by the Company, (ii) cause the Executive to forfeit stock options granted by the Company and held by the Executive having an aggregate intrinsic value (i.e., the Fair Market Value of one Share as of the date of determination, minus the stock option exercise price) equal to the amount of the Excess Compensation, (iii) cause the Executive to forfeit any Shares acquired by the Executive (after tax withholding therefrom) upon the vesting of any awards granted by the Company having an aggregate Fair Market Value on the date of such forfeiture (after tax withholding therefrom) equal to the amount of the Excess Compensation or (iv) take any combination of the actions described in the foregoing clauses (i), (ii) and (iii). Notwithstanding the foregoing, in no event shall any such offset be applied to any compensation otherwise payable to the Executive that is subject to section 409A of the Code.

          (g) The Executive is authorized to incur reasonable expenses for entertainment, travel, meals, lodging and similar items in promoting the Company’s business. The Company will reimburse the Executive for reasonable expenses so incurred in accordance with the normal practices of the Company.

          (h) The Company shall pay the Executive’s professional fees incurred to negotiate this Agreement in an amount not to exceed $100,000. The Executive shall submit a copy of the statement for such professional services to the Company on or before February 28, 2009, and the Company shall make such payment not later than 30 days following the date on which the Company receives the copy of such statement.

          (i) Within twelve (12) months after the time the Executive receives any portion of the $7,500,000 Incentive Award described in subparagraph 3(d) above (if paid in cash) or after the time any such Incentive Award vests (in the case of equity-based awards), the Executive shall contribute 15% of the value of such Incentive Award (determined as of the time

of payment, in the case of cash awards, and at the time an award vests and is paid, in the case of an equity-based award) to The ProLogis Foundation.

     4.  Termination . The Executive’s employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the circumstances described in subparagraphs 4(a) through 4(f):

          (a) Death . The Executive’s employment hereunder will terminate upon his death.

          (b) Disability . The Company may terminate the Executive’s employment during any period in which he is Disabled. The Executive shall be considered “Disabled” or to have a “Disability” during any period in which he is, by reason of a medically determinable physical or mental impairment, entitled to receive cash benefits (after completion of any applicable waiting period) under the Company’s long-term disability benefit plan as in effect from time to time for the Executive.

          (c) Cause . The Company may terminate the Executive’s employment hereunder at any time for Cause. For purposes of this Agreement, the term “Cause” shall mean in the reasonable judgment of the Board (i) the willful and continued failure by the Executive to substantially perform his duties with the Company or any Subsidiary which failure is not corrected within 30 days after written notification by the Company or Subsidiary, (ii) the willful engaging by the Executive in conduct which is demonstrably injurious to the Company or any Subsidiary, monetarily or otherwise, or (iii) the engaging by the Executive in egregious misconduct involving serious moral turpitude. For purposes hereof, no act, or failure to act, on the Executive’s part shall be deemed “willful” if done, or omitted to be done, by the Executive in good faith or with a reasonable belief that such action was in the best interest of the Company or Subsidiary.

          (d) Constructive Discharge . If (x) the Executive provides written notice to the Company of the occurrence of Good Reason (as defined below) within 90 days after the Executive first has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which the Executive believes constitute Good Reason; (y) the Company fails to correct the circumstances constituting “Good Reason” within 30 days after such notice; and (z) the Executive resigns within six months after the initial existence of such circumstances; then the Executive shall be considered to have been subject to a Constructive Discharge by the Company. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s express written consent (and except in consequence of a prior termination of the Executive’s employment), the occurrence of any of the following circumstances:

          (i) The assignment of any duties to the Executive that are materially inconsistent with his position and status as Chief Executive Officer of the Company.

          (ii) A material reduction by the Company in the Executive’s Salary or Target Bonus percentage to an amount that is less than that required under subparagraph 3(a) or 3(b), or, for periods prior to January 1, 2009, a material reduction in the 2008

Bonus, as the case may be, provided that the Committee’s exercise of its discretion to reduce the dollar amount of the annual bonus in accordance with subparagraph 3(b) hereof shall not constitute Good Reason.

          (iii) Upon or within 24 months following a Change in Control, relocation of the Executive’s base office to an office that is more than 30 highway miles from the Executive’s base office on the day immediately preceding the date of the Change in Control;

          (iv) Failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement.

          (v) Upon or within 24 months following a Change in Control, either (A) the Executive is not the chief executive officer of the publicly-traded entity resulting from such Change in Control or of the publicly-traded parent of such entity, in either case reporting directly to the board of directors of such publicly-traded entity or such publicly-traded parent, or (B) there is no publicly-traded entity resulting from such Change in Control and no publicly-traded parent of such entity.

The Executive’s right to terminate his employment pursuant to this subparagraph 4(d) shall not be affected by his incapacity due to physical or mental illness. The Executive’s continued employment during any notice and cure period set forth in this subparagraph 4(d) shall not constitute consent to the applicable Good Reason event and shall not constitute a waiver of the Executive’s right to terminate employment on account of Good Reason after expiration of any cure period in accordance with this subparagraph 4(d).

          (e) Termination by Executive . The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written Notice of Termination (as defined in subparagraph 4(g)), which Notice of Termination shall be effective not less than 60 days after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. However, to the extent that the procedures specified in subparagraph 4(d) are required, the procedures of this subparagraph 4(e) may not be used in lieu of the procedures required under subparagraph 4(d).

          (f) Termination by Company . The Company may terminate the Executive’s employment hereunder at any time for any reason, by giving the Executive prior written Notice of Termination, which Notice of Termination shall be effective immediately, or such later time as is specified in such notice. The Company shall not be required to specify a reason for the termination under this subparagraph 4(f), provided that termination of the Executive’s employment by the Company shall be deemed to have occurred under this subparagraph 4(f) only if it is not for reasons described in subparagraph 4(b), 4(c), 4(d), or 4(e). Notwithstanding the foregoing provisions of this subparagraph 4(f), if the Executive’s employment is terminated by the Company in accordance with this subparagraph 4(f), and within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause in accordance with subparagraph 4(c) disregarding circumstances which could have been remedied if notice had

been given in accordance with subparagraph 4(c), the Executive’s employment will be deemed to have been terminated for Cause in accordance with subparagraph 4(c).

          (g) Notice of Termination . Any termination of the Executive’s employment by the Company or the Executive (other than a termination pursuant to subparagraph 4(a)) must be communicated by a written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” means a dated notice which indicates the Date of Termination (not earlier than the date on which the notice is provided), and which indicates the specific termination provision in this Agreement relied on and, except for a termination pursuant to subparagraph 4(e) or 4(f), which sets forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. No purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of this subparagraph shall be effective.

          (h) Date of Termination . “Date of Termination” means the last day the Executive is employed by the Company and the Subsidiaries, provided that the Executive’s employment is terminated in accordance with the foregoing provisions of this paragraph 4 and such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) determined in accordance with the default provisions thereof.

          (i) Effect of Termination . If, on the Date of Termination, the Executive is a member of the Board or the board of trustees or board of directors of any of the Subsidiaries, or holds any other position with the Company or any of the Subsidiaries (other than the position described in subparagraph 2(a) hereof), the Executive shall resign from all such positions as of the Date of Termination. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive’s employment is terminated pursuant to subparagraph 4(a) (relating to the Executive’s death), subparagraph 4(b) (relating to the Executive being Disabled), subparagraph 4(d) (relating to Constructive Discharge) or subparagraph 4(f) (relating to termination by the Company without Cause), any portion of the Incentive Award (including but not limited to any pro rata Incentive Award that is paid pursuant to clauses 5(b)(ii) or 5(d)(v)) that is paid or vests on or after the earlier of the date that Notice of Termination is provided or the Executive’s Date of Termination shall not trigger any obligation by the Executive to make a contribution to The ProLogis Foundation pursuant to subparagraph 3(i).

     5.  Rights Upon Termination . The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 5:

          (a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, or upon the expiration of the Agreement Term as provided in paragraph 1 hereof, the Company shall pay to the Executive:

          (i) The Executive’s Salary (to the extent not previously paid) for the period ending on the Date of Termination, payable within 30 days following the Date of Termination (or such earlier date required by applicable law).

          (ii) Payment for unused vacation days, as determined in accordance with Company policy as in effect from time to time, payable within 30 days following the Date of Termination (or such earlier date required by applicable law).

          (iii) If the Date of Termination occurs after the end of a performance period and prior to the payment of the Target Bonus or other applicable bonus amount (as described in subparagraph 3(b)) for the period, the Executive shall be paid such bonus amount at the regularly scheduled time.

          (iv) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements of the Company, to the extent such amounts are due from the Company.

          (v) Any unreimbursed business expenses payable pursuant to clause 3(g) for the period ending on such termination.

          (vi) Any amounts to which the Executive may be entitled under subparagraph 10(c), payable in accordance with subparagraph 10(c).

Nothing in this Agreement shall be construed as requiring the Executive to be treated as employed by the Company for purposes of any employee benefit plan or arrangement following the date of the Executive’s Date of Termination.

          (b) If the Executive’s Date of Termination occurs during the Agreement Term under circumstances described in subparagraph 4(a) (relating to the Executive’s death) or in subparagraph 4(b) (relating to the Executive’s being Disabled), then, in addition to the amounts payable in accordance with subparagraph 5(a), the Executive shall be entitled to:

          (i) a bonus pursuant to subparagraph 3(b) for the fiscal year in which the Date of Termination occurs based on actual performance for such full fiscal year under the applicable bonus plan, determined solely by the achievement of those corporate financial goals and objectives established for the corporate-level senior managers of the Company, including the Executive (and not upon the achievement of any additional operating, strategic or other goals or objectives established only for the Executive, and without the exercise of any negative discretion), multiplied by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during such fiscal year, and the denominator of which is 365. Any prorated bonus payable pursuant to this clause 5(b)(i) shall be payable at the time that bonuses are payable to senior managers of the Company generally for such fiscal year (and not later than March 15 following the year in which the Date of Termination occurs); and

          (ii) a pro rata portion of the Incentive Award pursuant to subparagraph 3(d) for the calendar year in which the Date of Termination occurs determined by multiplying $7,500,000 by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during such calendar year, and the denominator of which is 365. Any prorated Incentive Award payable pursuant to this clause 5(b)(ii) shall be payable and/or granted on the Date of Termination.

          (c) If the Executive’s Date of Termination occurs during the Agreement Term under circumstances described in subparagraph 4(c) (relating to the Executive’s termination for Cause), subparagraph 4(e) (relating to the Executive’s resignation other than his Constructive Discharge), or if the Executive’s employment with the Company terminates upon the expiration of the Agreement Term (as contemplated in paragraph 1), then, except as otherwise expressly provided in this Agreement or otherwise agreed in writing between the Executive and the Board, the Company shall have no obligation to make payments under this Agreement for periods after the Executive’s Date of Termination.

          (d) If the Executive’s Date of Termination occurs during the Agreement Term under circumstances described in subparagraph 4(d) (relating to Constructive Discharge) or subparagraph 4(f) (relating to termination by the Company without Cause), then, in addition to the amounts payable in accordance with subparagraphs 5(a):

          (i) The Executive shall receive from the Company an amount equal to the product of (x) two (2) multiplied by (y) the sum of the Executive’s Salary plus his Target Bonus or, if the Termination Date occurs prior to January 1, 2009, the 2008 Bonus (in each case determined without regard for any reduction constituting Good Reason), which amount shall be payable to the Executive in substantially equal payroll installments for the 24-month period following the Date of Termination (the “Severance Period”). The Severance Period, and the Company’s obligation to make payments under this clause 5(d)(i) shall cease with respect to periods after the breach by the Executive of any of the provisions of paragraph 8, subparagraph 9(b) or paragraph 12 of this Agreement. In no event, however, shall the Executive be entitled to receive any amounts, rights, or benefits under this subparagraph 5(d) unless the “Release Requirements” are satisfied and such requirements will be satisfied if he executes a release of claims against the Company in the form attached hereto as Exhibit A within 45 days following the date such release is tendered by the Company to the Executive, which tender shall be made by the Company within 15 days following the Date of Termination, and all periods within which the Executive shall have the right to revoke such release, or any portion thereof, shall have expired. In the event that a termination described in this clause 5(d)(i) occurs upon, prior to and either at the direction of a third party or otherwise in connection with, or during the 24-month period after, the occurrence of a Change in Control, the amount set forth in this clause 5(d)(i) above shall be paid in a lump sum within 14 days after the date on which the Release Requirements are satisfied provided such Change in Control also constitutes a change in the ownership or effective control of the Company or a sale of a substantial portion of the assets of the Company, in accordance with the requirements of section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder. If the Release Requirements may be satisfied in more than one calendar year, payments hereunder will be made or begin in the later year.

          (ii) The Executive shall receive continuation of coverage under the medical and dental plans and arrangements of the Company in which the Executive was participating at the time of his termination of employment for 24 months following the Date of Termination; provided that in no event shall the benefits provided (or made available) with respect to any medical or dental plan or arrangement under this clause

5(d)(ii) be materially less favorable to the Executive than the benefits most favorable to the Executive that are provided (or were available) during the one-year period prior to such termination of employment.

          (iii) Payment of $12,000 in a lump sum amount within 30 days after the date of execution of the release specified in clause 5(d)(i) hereof in lieu of providing the continuation for the Severance