exv10w1











Exhibit 10.1




THIRD AMENDMENT OF THE

PROLOGIS 2006 LONG-TERM INCENTIVE PLAN




September 15, 2010



     WHEREAS, ProLogis maintains the ProLogis 2006 Long-Term Incentive Plan (the “Plan”); and



     WHEREAS, amendment of the Plan is now considered desirable;



     NOW, THEREFORE, the Plan is hereby amended in the following particulars, all effective as of
the date on which the Board of Trustees of ProLogis (the “Board”) approves the amendments to the
Plan:



     1. By substituting the following for subsection 3.2 of the Plan:




     3.2 Special Vesting Rules. If an employee’s right to become vested in a
Full Value Award is conditioned on the completion of a specified period of service
with ProLogis or the Related Companies, without achievement of performance targets
or other performance objectives (whether or not related to performance measures)
being required as a condition of vesting, and without it being granted in lieu of
other compensation, then the required period of service for full vesting shall be
not less than three years (subject, to the extent provided by the Committee, to pro
rated vesting over the course of such three-year period and to acceleration of
vesting in the event of the Participant’s death, Disability, Retirement, Change in
Control or involuntary termination). The foregoing requirements shall not apply to
grants that are a form of payment of earned performance awards or other incentive
compensation.



     2. By substituting the following for subsection 3.3 of the Plan:




     3.3 Performance-Based Compensation. The Committee may designate a Full
Value Award or Cash Incentive Award granted to any Participant as “Performance-Based
Compensation” within the meaning of section 162(m) of the Code and regulations
thereunder. To the extent required by section 162(m) of the Code, any Full Value
Award or Cash Incentive Award so designated shall be conditioned on the achievement
of one or more performance targets as determined by the Committee and the following
additional requirements shall apply:





(a) The performance targets established for the performance period
established by the Committee shall be objective (as that term is described



 









 






in regulations under section 162(m) of the Code), and shall be established
in writing by the Committee not later than 90 days after the beginning of
the performance period (but in no event after 25% of the performance period
has elapsed), and while the outcome as to the performance targets is
substantially uncertain. The performance targets established by the
Committee may be with respect to corporate performance, operating group or
sub-group performance, individual company performance, other group or
individual performance, or division performance, and shall be based on one
or more of the Performance Criteria.




(b) A Participant otherwise entitled to receive a Full Value Award or Cash
Incentive Award for any performance period shall not receive a settlement or
payment of the Award until the Committee has determined that the applicable
performance target(s) have been attained. To the extent that the Committee
exercises discretion in making the determination required by this subsection
3.3(b), such exercise of discretion may not result in an increase in the
amount of the payment.




(c) Except as otherwise provided by the Committee, if a Participant’s
employment terminates because of death or Disability, or if a Change in
Control occurs prior to the Participant’s Termination Date, the
Participant’s Cash Incentive Award shall become vested without regard to
whether the Cash Incentive Award would be Performance-Based Compensation.




(d) A Full Value Award designated as Performance-Based Compensation shall
not vest prior to the first anniversary of the date on which it is granted
(subject to acceleration of vesting, to the extent provided by the
Committee, in the event of the Participant’s death, Disability, or Change in
Control).



Nothing in this Section 3 shall preclude the Committee from granting Full Value Awards or Cash
Incentive Awards under the Plan or the Committee, ProLogis or any Related Company from granting any
Cash Incentive Awards outside of the Plan that are not intended to be Performance-Based
Compensation; provided, however, that, at the time of grant of Full Value Awards or Cash Incentive
Awards by the Committee, the Committee shall designate whether such Awards are intended to
constitute Performance-Based Compensation. To the extent that the provisions of this Section 3
reflect the requirements applicable to Performance-Based Compensation, such provisions shall not
apply to the portion of the Award, if any, that is not intended to constitute Performance-Based
Compensation.