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EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

Release Agreement

EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS | Document Parties: AMB PROPERTY CORP | Michael A. Coke You are currently viewing:
This Release Agreement involves

AMB PROPERTY CORP | Michael A. Coke

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Title: EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Date: 11/24/2006
Industry: Real Estate Operations    

EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS, Parties: amb property corp , michael a. coke
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Exhibit 10.2

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

     This Separation Agreement and Release of All Claims, dated as of November 21, 2006, is entered into between AMB Property Corporation, its affiliates and subsidiaries (collectively, “Company”) and Michael A. Coke (“Executive”). The purpose of this Agreement is to arrange a termination of Executive’s employment with Company on a basis that is satisfactory both to Company and to Executive. For purposes of this Agreement, the term “Termination Date” shall mean the earlier of (i) July 20, 2007 or (ii) a date, which will be mutually agreed by Company and Executive, upon which Executive’s responsibilities have been transitioned effectively to his successor.

     1.     Company and Executive agree that Executive will continue as a full-time employee through the later of (i) May 1, 2007 or (ii) the date upon which Executive’s successor is appointed (the “Part-Time Date”); provided, however, that such date shall be no later than July 20, 2007. During the period beginning on the date of this Agreement and ending on the Part-Time Date, Executive shall remain the Chief Financial Officer and an Executive Vice President of Company and Executive shall continue to provide those services and perform those duties that he did immediately prior to the date of this Agreement and that are consistent with his current position.

     Effective as of the Part-Time Date, Executive will resign his positions as the Chief Financial Officer and an Executive Vice President 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. During the period beginning on the Part-Time Date and ending on the Termination Date, Executive shall remain an employee of Company but he shall provide only those services requested from time to time by his successor and by the Chairman and CEO of

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AMB Property Corporation. Effective as of the Termination Date, Executive’s employment with the Company will end as a result of his resignation from Company. The resignation by Executive of his employment shall not affect any benefits or entitlements due Executive under this Agreement.

     2.     During the period beginning on the date of this Agreement and ending on the Part-Time Date, Executive will be paid his current rate of pay as if he were a full-time employee for the entire period. During the period beginning on the Part-Time Date and ending on the Termination Date, Executive will be paid his current rate of pay prorated based upon actual hours worked. On the Termination Date, the Company will pay Executive all accrued and unpaid salary, and all accrued and unused vacation earned through the Termination Date, subject to standard payroll deductions and withholdings. Executive is entitled to these payments regardless of whether or not he signs this Agreement.

     3.     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.

     4.     In return for Executive agreeing to this Agreement, Company agrees to provide Executive the following, subject to paragraph 11 of this Agreement.

            (a)      Salary. Subject to paragraph 2 of this Agreement, Company will continue to pay Executive’s base salary through the Termination Date.

            (b)      2006 Bonus. Company will pay to Executive in cash, less all applicable deductions, his 2006 bonus in accordance with Company’s current compensation policies. Company will pay Executive this bonus at the same time Company pays other employees their bonuses with respect to 2006 performance.

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            (c)      2007 Long Term Incentive Award. Company will pay to Executive his 2007 long term incentive award in cash, less all applicable deductions, in accordance with Company’s current compensation policies. Company will pay Executive this long term incentive award at the same time Company pays other employees their bonuses with respect to 2006 performance.

            (d)      2007 Bonus and 2008 Long Term Incentive Award. Company will pay to Executive in cash, less all applicable deductions, a prorated target 2007 bonus and a prorated target 2008 long term incentive award, based on full-time employment for the period beginning on January 1, 2007 and ending on the Part-Time Date and based on the actual number of hours worked for the period beginning on the Part-Time Date and ending on the Termination Date, but otherwise in accordance with Company’s current compensation policies. Company will pay Executive this bonus and long-term incentive grant in a lump sum on the Termination Date.

            (e)      Benefits. Executive is entitled to continued health coverage under COBRA continuation coverage. Executive is responsible for the premiums for any elected COBRA coverage beginning the Termination Date. Company will pay Executive’s cost of that coverage through the Termination Date. Executive will be entitled to no other employment benefits after the Termination Date.

            (f)      Restricted Stock / Stock Options. Any grants of restricted stock and stock options shall continue to vest in the normal course from the date of this Agreement to the Termination Date.

            (g)      Unvested Restricted Stock / Stock Options. On the Termination Date, Executive shall be entitled to the:

   

 

Vesting of all shares of restricted stock that are scheduled to vest on January 1, 2008 (12,930 shares). After the Termination Date, such shares shall be freely transferable.

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Vesting of 2,386 shares of restricted stock from grant number 1666. After the Termination Date, such shares shall be freely transferable.

 

   

 

Vesting of all stock option grants that are scheduled to vest on January 1, 2008 (9,816 shares subject to stock options). After the Termination Date, such options shall be immediately exercisable for a period of up to three months from the date such stock options were granted.

     5.     For a period of one (1) year after the Part-Time Date, Executive shall not, without the prior written consent of 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.      For a period of two (2) years after the Part-Time Date, Executive shall not, without the prior written consent of Company, directly or indirectly, solicit any person who is or was employed by Company as of the Part-Time Date. 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 from engaging in an activity otherwise prohibited by this paragraph with respect to any


 
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