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 John T. Roberts, Jr.
(“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 March 1, 2010, Executive’s employment with the
Company will end as a result of his retirement from Company. Until
that time, Executive will be paid his current rate of pay. The
retirement 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 March 1, 2010, the Company
will pay Executive all accrued salary, and all accrued and unused
vacation earned through March 1, 2010, 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. Subject to paragraph 1 of this Agreement, Company
will continue to pay Executive’s base salary through the
Termination Date.
(b)
2009 Bonus. Company will pay to Executive in cash, less all
applicable deductions, his 2009 bonus in accordance with
Company’s current compensation policies.
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Company will
pay Executive this bonus at the same time Company pays other
employees their bonuses with respect to 2009
performance.
(c)
2010 Long Term Incentive Award. Company will pay to
Executive his 2010 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 2009 performance.
(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) March 1, 2010, 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 from grant numbers 1659, 2069, 2539 and 3472 (34,486 shares)
that are scheduled to vest on January 1, 2011, on
February 1, 2011, on February 1, 2012 and on
February 1, 2013. After such Effective Date, such shares shall
be freely transferable.
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Vesting of 1,373 shares of
restricted stock from grant number 3393 that are scheduled to vest
on February 1, 2011 and 228 shares from grant number 3393 that
are scheduled to vest on February 1, 2012. After such
Effective Date, such shares shall be freely
transferable.
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Vesting of all stock option grants
from award 3009 that are scheduled to vest on February 1, 2011
and on February 1, 2012 (52,410 shares subject to stock
options). Such options shall be immediately exercisable for the
term of the award.
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4.
Effective as of January 1, 2010, Executive will resign his
positions as the President of AMB Capital Partners, LLC, 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 titles and responsibilities shall not
affect any benefits or entitlements due Executive under this
Agreement.
5.
Through and including March 1, 2011, 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 March 1, 2012, 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 March 1, 2010. 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 that neither it nor any of its
executive officers or directors will make, and Company agrees that
it
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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 foregoing payments and benefits set forth in
paragraph 3, but without in any manner impairing Executive’s
right to seek indemnification from Company as described in
paragraph 22 of this Agreement, Executive, for himself and his
spouse, heirs, executors, representatives and assigns, forever
releases Company and Company’s officers, directors, managers,
employees, agents and representatives from any and all claims,
actions, and causes of action which Employee
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