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Exhibit
10.4
July 24, 2007
Heidi Roth
[address]
Dear Heidi,
Following our discussions, this letter
sets forth the terms of our agreement relative to your employment
with Kilroy Realty Corporation (the “Company”) and
Kilroy Realty, L.P. (the “Operating
Partnership”).
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1. Position/Title:
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Senior Vice
President—Controller |
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2. Term:
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Effective as
of January 1, 2007 and ending December 31, 2009, and automatically
extended on December 31, 2009 and each December 31 thereafter for
an additional 12 month term unless either the Company or you
provides notice to the other party at least 90 days before the
December 31 extension date electing not to extend the Term further
as of that December 31. |
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3. Base Salary:
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$200,000 |
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4. Bonus:
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An annual
cash award (the “Annual Incentive”). The annual target
incentive opportunity for the Annual Incentive shall be $100,000,
up to 25% of which may be payable, in the Company’s sole
discretion, in Company stock, as such target may be adjusted by the
Company. |
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5. Benefits:
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All employee
and executive benefit plans and programs of the Company, as
presently in effect or as they may be modified or added to by the
Company from time to time, to the extent such plans are generally
available to other senior executives or employees of the Company,
subject to the eligibility and other requirements of such plans and
programs. |
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6. Vacation:
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20 days per
year |
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7. Severance:
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If
employment is terminated for reasons other than (i) Cause, (ii) by
you other than for Good Reason or (iii) the end of the term of this
Agreement, you shall receive severance payments equal
to: |
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• Compensation
accrued at termination;
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• A single
severance payment in cash in an aggregate amount equal to the sum
of: (i) one and one-half times Base Salary plus (ii) one and
one-half times the average of the two highest Annual Incentives
received by you during the preceding three completed performance
years; provided, however, if employment is terminated by reason of
death, your severance payment will be one times Base Salary and
your average Annual Incentive;
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• In lieu
of any Annual Incentive compensation a partial year bonus based on
actual performance against bonus targets as of the date of
termination;
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• All
equity awards held by you at termination which vest based on time
shall become fully vested and all other terms of such awards shall
be governed by the plans and programs and the agreements and other
documents pursuant to which such awards were granted;
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• Any
performance objectives upon which the earning of performance-based
restricted stock, RSUs, and other equity awards and other long-term
incentive awards (including cash awards, but excluding any
outperformance incentive award) is conditioned shall be deemed to
have been met at the greater of (A) target level at the date of
termination, or (B) actual performance and reasonably anticipated
performance at the date of termination, and such amounts shall
become fully vested and non-forfeitable as a result of termination
of employment at the date of such termination, and, in other
respects, such awards shall be governed by the plans and programs
and the agreements and other documents pursuant to which such
awards were granted;
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• All
other rights under any other compensatory or benefit plan,
including any deferrals, shall be governed by such plan;
and
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• At
Company’s expense, you and your spouse and dependent children
shall be entitled to continuation of health insurance coverage
(i.e., medical, dental and vision) under the Company’s group
health plan(s) in which you were participating on the date of
termination or if such plan(s) have been terminated, in the plan(s)
in which senior executives of the Company participate for a period
of one and one-half years after the date your employment
terminates; provided, however, if employment is terminated by
reason of death or disability, the continuation of benefits is for
a period of one (1) year.
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| 10.
Cause: |
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If
employment terminates due to Cause, you will receive your
compensation accrued through the date of termination and no
additional amounts other than what you are entitled to pursuant to
the terms of any Company benefit plans. |
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For
purposes of this Agreement, “Cause” shall
mean: |
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• conviction
for commission of a felony or a crime involving moral
turpitude;
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• willful
commission of any act of theft, fraud, embezzlement or
misappropriation against the Company or its subsidiaries or
affiliates;
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• willful
and continued failure to substantially perform your duties (other
than such failure resulting from your incapacity due to physical or
mental illness), which failure is not remedied within 30 calendar
days after written demand for substantial performance is delivered
by the Company which specifically identifies the manner in which
the Company believes that you have not substantially performed your
duties.
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No act, or
failure to act, on the part of you shall be deemed
“willful” unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your action or
omission was in the best interest of the Company. |
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12. Good Reason:
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For purposes
of this Agreement, “Good Reason” shall mean, without
your express written consent, the occurrence of any of the
following circumstances unless, if correctable, such circumstances
are fully corrected within 30 days of the notice of termination
given in respect thereof which notice must be given within 90 days
of the occurrence: |
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• The
assignment of duties materially inconsistent with your position and
status hereunder, or an alteration, materially adverse to you, in
the nature of your duties, responsibilities, and authorities, your
positions or the conditions of your employment;
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• On or
after a
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