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:
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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.
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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.
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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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