SEPARATION AGREEMENT AND RELEASE
OF ALL CLAIMS
This Separation
Agreement and Release of All Claims is entered into between AMB
Property Corporation, its affiliates and subsidiaries
(collectively, the “Company”) and W. Blake Baird
(“Executive”). The purpose of this Agreement is to
arrange a severance of Executive’s employment with Company on
a basis that is satisfactory both to the Company and to the
Executive.
1. Effective
December 1, 2006, Executive’s employment with the
Company will end as a result of his resignation from Company. Until
that time, Executive will be paid his current rate of pay. The
resignation by Executive of his employment shall not affect any
benefits or entitlements due Executive under this Agreement.
Executive’s residence is in California, and Executive
presently works in California. On December 1, 2006, the
Company will pay Executive all accrued salary, and all accrued and
unused vacation earned through December 1, 2006, subject to
standard payroll deductions and withholdings. Executive is entitled
to these payments regardless of whether or not he signs this
Agreement.
2.
Both Executive and Company are entering into this Agreement as a
way of concluding the employment relationship between them and of
settling voluntarily any dispute or potential dispute that
Executive has or might have with Company as of the date this
Agreement is signed.
3.
In return for Executive agreeing to this Agreement, Company agrees
to provide Executive the following, subject to paragraph 11 of this
Agreement.
(a)
Salary. In addition to Company continuing to pay
Executive’s current rate of pay ($450,000.00 per annum)
through December 1, 2006 as set forth in paragraph 1 of this
Agreement, Company will pay Employee’s base salary from
December 1, 2006 through December 31, 2006, in the amount
of $37,500.00, to Executive in a lump sum, less all applicable
deductions, upon the later of (1) December 1, 2006, or
(2) the termination of the seven-day
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revocation
period set forth in paragraph 11 of this Agreement. (This date
being the “Effective Date”.)
(b)
Bonus. Company will pay to Executive his 2006 bonus in the
amount of $700,000, less all applicable deductions, in a lump sum
upon the later of (1) December 1, 2006, or (2) the
termination of the seven-day revocation period set forth in
paragraph 11 of this Agreement.
(c)
Long Term Incentive Award. Company will pay to Executive his
2006 long term incentive award in the amount of $1,300,000, less
all applicable deductions, in a lump sum upon the later of
(1) December 1, 2006 or (2) the termination of the
seven day revocation period set forth in paragraph 11 of this
Agreement.
(d)
Benefits. Executive is eligible to participate in the
Company’s Executive Retiree Benefit program.
(e)
Unvested Restricted Stock / Stock Options. Upon the later of
(1) December 1, 2006, or (2) the termination of the
seven-day revocation period set forth in paragraph 11 of this
Agreement, Executive shall be entitled to the:
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Vesting of all shares of restricted
stock that are scheduled to vest on January 1, 2007 and on
January 1, 2008 (57,532 shares). After such Effective Date,
such shares shall be freely transferable.
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Vesting of 3,225 shares of
restricted stock from grant number 1665. After such Effective Date,
such shares shall be freely transferable.
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Vesting of all stock option grants
that are scheduled to vest on January 1, 2007 and on
January 1, 2008 (51,293 shares subject to stock options). Such
options shall be immediately exercisable for a period of up to
three months from the later of (1)
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December 1, 2006, or (2) the
termination of the seven-day revocation period set forth in
paragraph 11 of this Agreement.
4.
Effective as of December 1, 2006, Executive will resign his
positions as the President and a Director of AMB Property
Corporation and as an officer and/or director of any affiliates or
subsidiaries thereof. The resignation by Executive of his officer
title and responsibilities shall not affect any benefits or
entitlements due Executive under this Agreement.
5.
Through and including December 1, 2007, Executive shall not,
without the prior written consent of the Company, become employed
by, or retained as a consultant of, or provide services for
compensation of any kind in any capacity, to any Competitive Entity
(as hereafter defined). As used herein, the term “Competitive
Entity” shall mean a public or private business that focuses
primarily on the ownership, development or operation of
distribution, warehouse, air cargo or logistic-oriented
properties.
6.
Through and including December 1, 2009, Executive shall not,
without the prior written consent of the Company, directly or
indirectly, solicit any person who is or was employed by Company as
of December 1, 2006. Notwithstanding the foregoing,
(i) Executive shall not be considered to have violated this
paragraph 6 if a subsequent employer of Executive engages in any
activity prohibited by this paragraph 6 without Executive’s
participation, and (ii) Executive shall not be prohibited in
engaging in an activity otherwise prohibited by this paragraph with
respect to any employee whose employment with the Company has been
terminated prior to Executive engaging in any such
activity.
7.
Except in connection with any proceedings between Executive and
Company pursuant to paragraph 18 of this Agreement, Executive
agrees that he will not make any disparaging comments concerning
Company or its operations, or his employment with and/or departure
from Company to any individual or entity. Except in connection with
any proceedings between Executive and Company pursuant to paragraph
18 of this Agreement, Company agrees
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that neither it
nor any of its executive officers or directors will make, and
Company agrees that it shall use its reasonable efforts to prevent
all of its other officers and employees from making, directly or
through inference, orally or in writing, any disparaging comments
concerning Executive or his employment with and/or departure from
Company to any individual or entity.
8. In
return for the forego
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