Exhibit 10.22
AMENDMENT TO
EXECUTIVE TRANSITION
AGREEMENT
This Amendment to the Executive
Transition Agreement ( “the Agreement” )
between Frank McDowell ( “Executive” ),
and BRE Properties, Inc., (the “Company”
), is entered into as of December 13, 2004 ( “the
Amendment” ).
1. Effective Date.
This Amendment shall become
effective upon execution by Executive.
2. Termination without
Cause.
Pursuant to Section 18.3 of the
Agreement, the Company and Executive agree that Executive’s
employment with the Company will terminate effective January 1,
2005 and that Executive will receive the compensation set forth in
Section 19.4 of the Agreement as a result of such termination
without cause, subject to his obligation under Section 19.6 to
execute a general release. The amount of the annual bonuses and the
number of shares to be issued under the Bonus Arrangements and
Performance Stock Award Agreements will be calculated and provided
to Executive as soon as practicable, but no later than March 15,
2005. Excluding these three items and accelerated vesting of
certain options as outlined in Exhibit A, Executive and the Company
agreed that the compensation due to Executive under Section 19.4,
is $1,325,359. This amount will be paid to Executive no later than
January 21, 2004. Executive agrees to waive 30-day written notice
of termination.
3. Additional
Consideration.
Although Executive would not have
been eligible for company-sponsored health benefits due to the
reduction in his hours as of January 1, 2005, the Company
nonetheless agrees to pay the equivalent of the Company’s
former share of Executive’s health insurance premiums toward
Executive’s COBRA premiums through December 31, 2006. In the
event that the Company requests that Executive provide any services
following the termination of his employment, Executive shall be
compensated at a mutually-agreed rate for such services.
4. Surviving and Continuing
Obligations.
Executive’s obligations of
confidentiality, non-solicitation, and mandatory mediation and
arbitration set forth in Sections 16, 17, and 28 of the Agreement
survive the termination of Executive’s employment. Executive
further agrees that, through December 31, 2006, he will not: (1)
compete with the Company in any way, whether on his own behalf or
on behalf of others, as a consultant, employee, director, or
otherwise; (2
