exv10w13






Exhibit 10.13







PROLOGIS 2000 SHARE OPTION PLAN

FOR OUTSIDE TRUSTEES

(As Amended and Restated Effective as of December 31, 2008)




     1. History, Purpose and Effective Date. ProLogis, a Maryland real estate investment trust
(the “Trust”), established the ProLogis 2000 Share Option Plan for Outside Trustees (formerly known
as “ProLogis Trust 2000 Share Option Plan for Outside Trustees”, the “Plan”) effective as of May
18, 2000. The Plan was intended to advance the interests of the Trust and its shareholders by
affording to the Trustees who are not officers or employees of the Trust or its affiliates an
additional opportunity to participate in the ownership of the Trust and to benefit from any
appreciation in the market value of the Shares in order to motivate, retain and attract the highly
competent individuals upon whose judgment, initiative, leadership and continued efforts the success
of the Trust depends. No awards shall be made under the Plan after the date on which the Trust’s
2006 Long-Term Incentive Plan was approved by the Trust’s shareholders (the “Approval Date”). The
following provisions, however, constitute an amendment, restatement and continuation of the Plan
effective as of December 31, 2008 (the “Effective Date”) to reflect the requirements of section
409A of the Code as applied to outstanding Awards under the Plan. It is intended that the
provisions of the Plan conform to the requirements of section 409A of the Code, to the extent
applicable, and the Plan will be interpreted in all respects in accordance with such requirements.



     2. Definitions. Unless the context otherwise requires, the following words as used herein
shall have the following meanings:



     (a) “Administrator” — The Secretary of the Trust or other person (who is not an Outside
Trustee) designated by the Board to administer the Plan.



     (b) “Award” – Collectively or individually, as the context provides, any Option, Deferred
Share Unit or other grant of a right under the Plan.



     (c) “Beneficiary” – With respect to an Outside Trustee, the person or persons the Outside
Trustee designates to receive the balance in his or her Deferred Unit Account in the event his or
her Termination Date occurs on account of death. Any designation of a Beneficiary shall be in
writing, signed by the Outside Trustee and filed with the Administrator prior to the Outside
Trustee’s death. A Beneficiary designation shall be effective when filed with the Administrator in
accordance with the preceding sentence. If more than one Beneficiary has been designated, the
balance in the Outside Trustee’s Deferred Unit Account shall be distributed to each such
Beneficiary per capita. In the absence of a Beneficiary designation or if no Beneficiary survives
the Outside Trustee, the Beneficiary shall be the Outside Trustee’s estate.



     (d) “Board” – The Board of Trustees of the Trust.



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     (e) “Cause” shall mean, in the reasonable judgment of the Administrator, (i) the willful and
continued failure by the Trustee to substantially perform his or her duties with the Trust after
written notification by the Trust, (ii) the willful engaging by the Trustee in conduct which is
demonstrably injurious to the Trust or any affiliate, monetarily or otherwise, or (iii) the
engaging by the Trustee in egregious misconduct involving serious moral turpitude. For purposes
hereof, no act, or failure to act, on the Trustee’s part shall be deemed “willful” unless done, or
omitted to be done, by the Trustee not in good faith and without reasonable belief that such action
was in the best interest of the Trust or the affiliate.



     (f) “Code” – The Internal Revenue Code of 1986, as amended.



     (g) “Deferred Unit Account” – A bookkeeping account maintained by the Trust on behalf of each
Outside Trustee who is granted a Deferred Share Unit hereunder.



     (h) “Deferred Share Unit” – A stock unit granted pursuant to the provisions hereof.



     (i) “Dividend Equivalent Units” – As defined in Section 10.



     (j) “Fair Market Value” –The closing price of Shares on the New York Stock Exchange, as such
price is reported in the Wall Street Journal on the business day immediately following the date on
which the determination is to be made.



     (k) “Option” — An option to purchase Shares granted pursuant to the provisions hereof.



     (l) “Outside Trustee” — A Trustee of the Trust who is not an officer or employee of the Trust
or its affiliates.



     (m) “Participant” – An Outside Trustee who has been granted an Award under this Plan.



     (n) “Plan” — ProLogis 2000 Share Option Plan for Outside Trustees set forth herein.



     (o) “Retirement” — Retirement shall mean, with respect to a Participant, the termination of
Participant’s position as an Outside Trustee after providing at least five years of service as a
Trustee to the Trust and attaining age 60.



     (p) “Shares” — The Trust’s common shares of beneficial interest and any share or shares of
beneficial interest or other securities of the Trust hereafter issued or issuable upon, in respect
of or in substitution or in exchange therefor.



     (q) “Termination Date” – The date on which a Participant’s service as an Outside Trustee
terminates for any reason. Notwithstanding any other provision of the



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Plan to the contrary, if any payment hereunder is subject to section 409A of the Code and if
such payment is to be made on account of the Participant’s termination of service, whether the
Participant has had a termination of service (or separation from service) shall be determined in
accordance with section 409A of the Code and applicable guidance thereunder by applying the
applicable default provisions.



     (r) “Trustee” – A person who is a member of the Board.



     3. Administration of the Plan. The Plan shall be administered by the Administrator, who
shall, in accordance with the provisions hereof: (a) direct the preparation of any appropriate
documentation to document the grant of Awards, (b) process and supervise the exercise and
termination of Options, (c) make necessary adjustments to the Shares because of changes in
capitalization of the Trust, (d) maintain, adjust and supervise payments from Deferred Unit
Accounts, and (iv) perform such other ministerial acts as are necessary to carry out the purposes
of the Plan.



     4. Shares Subject to Plan. There shall be reserved for use upon exercise of Options granted
under the Plan 400,000 Shares (unless such maximum shall be increased or decreased by reason of
changes in capitalization as provided in Section 9 hereof). The Shares subject to the Plan may be
authorized but unissued Shares, or may be issued Shares which have been reacquired by the Trust.



     5. Options. No Options shall be granted under the Plan after the Approval Date. Any Options
outstanding under the Plan prior to the Effective Date shall be governed by the terms of the Plan
as in effect immediately prior to the Effective Date, except as provided herein.



     6. Deferred Share Units. No Deferred Share Units shall be granted under the Plan after the
Approval Date. Any Deferred Share Unit granted under the Plan prior to the Effective Date shall be
subject to the following terms and conditions of this Section 6 and all other terms and conditions
of the Plan.



     (a) Crediting of Deferred Share Units. A Stock Unit Account shall be maintained for
each Participant who had been granted a Deferred Share Unit under the Plan prior to the Effective
Date. As of the Effective Date, his or her Stock Unit Account shall reflect the balance in his or
her Stock Unit Account immediately prior to the Effective Date. A Participant shall always have a
fully vested interest in his Stock Unit Account.



     (b) Dividend Equivalent Units. A Participant’s Deferred Unit Account shall be
credited with Dividend Equivalent Units in accordance with Section 10.



     (c) Distribution of Deferred Unit Account. As of a Participant’s Termination Date, he
or she shall be entitled to a distribution of that number of Shares equal to the sum of (i) the
number of Deferred Share Units and (ii) the number of Dividend



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Equivalent Units credited to his or her Deferred Unit Account as of his or her Termination
Date. Any distribution pursuant to this Section 6(c) shall be made as soon as practicable (but in
no event more than 30 days) after the Participant’s Termination Date.



     (d) Distributions in the Event of Death. If a Participant’s Termination Date occurs
on account of his or her death, any distributions to which the Participant is otherwise entitled
hereunder shall be made to the Participant’s Beneficiary as soon as practicable (but in no event
more than 30 days) after the Participant’s death.



     (e) Whole Shares Only. Settlement of all Deferred Share Units and Dividend Equivalent
Units with respect to a Participant’s Deferred Unit Account shall be made in the form of whole
Shares. Any fractional Shares shall be settled in cash. After settlement of a Deferred Share Unit
or Dividend Equivalent Unit (or any portion thereof), neither the Participant nor any other person
shall have any further rights to or with respect to such Deferred Share Unit or Dividend Equivalent
Unit (or the portion thereof so settled).



     7. Non-Transferability and Nonassignment. Deferred Share Units (and associated Dividend
Equivalent Units) shall not be transferable other than by will or by the laws of descent and
distribution. Any attempted assignment, transfer, pledge, hypothecation or other disposition of
the Deferred Share Unit (or Dividend Equivalent Unit) contrary to the provisions hereof, or the
levy of any execution, attachment or similar process upon the Award shall be null and void and
without effect. Neither a Participant’s nor any other person’s rights to payments under the Plan
are subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of the Participant.



     8. Compliance with Securities and Other Laws. In no event shall the Trust be required to sell
or issue Shares with respect to any Deferred Share Unit if the issuance thereof would constitute a
violation by either the Participant or the Trust of any provision of any law or regulation of any
governmental authority or any national securities exchange. To the extent that the Plan provides
for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be
effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules
of any stock exchange.



     9. Adjustments Upon Changes in Capitalization. The units credited to a Participant’s Deferred
Unit Account shall be adjusted from time to time as follows:



     (a) Subject to any required action by shareholders, the number of units credited to a
Participant’s Deferred Unit Account shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a subdivision or consolidation of Shares or the
payment of a stock dividend (but only in Shares) or any



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other increase or decrease in the number of Shares effected without receipt of consideration
by the Trust.



     (b) A merger or consolidation in which the Trust is not the surviving entity shall cause the
balance in the Participant’s Deferred Unit Account to be distributed in a lump sum; provided,
however, that distribution of amounts credited to a Participant’s Deferred Unit Account shall be
distributed pursuant to this paragraph (b) only if the transaction constitutes a change in control
event within the meaning of section 409A of the Code with respect to the Participant.



     (c) In the event of a change in the Shares as presently constituted which is limited to a
change of all of its authorized Shares with par value into the same number of Shares with a
different par value or without par value, the Shares resulting from any such change shall be deemed
to be Shares within the meaning of this Plan.



     To the extent that the foregoing adjustments relate to Shares, such adjustments shall be made
by the Administrator, whose determination shall be final, binding and conclusive. The grant of an
Award pursuant to the Plan shall not affect in any way the right or power of the Trust to make
adjustments, reclassifications, reorganizations or changes of its capital or business structure or
to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its
business or assets.



     10. Dividend Equivalent Units.



     (a) Award of Dividend Equivalent Units With Respect to Options. With respect to
“Dividend Equivalent Units” granted with respect to any Option, the following provisions shall
apply.




     (i) Crediting of Dividend Equivalent Units. Dividend Equivalent Units granted
in connection with Options under the Plan shall be subject to the following:




	 	(A)	 	Annual Crediting of Dividend Equivalent
Units. As of the last day of each calendar year, if the Option is
then outstanding, the Participant shall be credited with a number of
Dividend Equivalent Units equal to (I) the Trust’s annual dividend for
such calendar year, multiplied by (II) the number of Shares underlying
the Participant’s outstanding Options that are entitled to awards of
Dividend Equivalent Units under this clause (A) during such calendar
year (reduced pro rata to reflect Shares underlying such Options that
were not outstanding on the record date with respect to each dividend
payment date during such year) and divided by (III) the Trust’s average
Share price for such calendar year.




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	 	(B)	 	Additional credits to reflect dividend
payments on Dividend Equivalent Units. As of the last day of each
calendar year, each Participant shall be credited with a number of
additional Dividend Equivalent Units equal to (I) the Trust’s annual
dividend for such calendar year, multiplied by (II) the number of
Dividend Equivalent Units outstanding during such calendar year
(reduced pro rata to reflect Dividend Equivalent Units that were not
outstanding on each dividend payment date during such year) and divided
by (III) the Trust’s average Share price for such calendar year.






     (ii) Terms and Conditions of Dividend Equivalent Units. Dividend Equivalent
Units granted in connection with Options shall be subject to the following terms and
conditions:




	 	(A)	 	Time of Settlement. Each Dividend
Equivalent Unit with respect to an Option shall entitle the holder
thereof to a Share on the first to occur of (I) the date the
Participant exercises the Option with respect to which the Dividend
Equivalent Unit was awarded, or (II) the date on which such Option
expires by its terms (whether by reason of termination of service or
otherwise). Notwithstanding the foregoing, in the case of any Dividend
Equivalent Units awarded prior to September 1, 2001, to the extent
permitted by the Administrator in its sole discretion, a Participant
may irrevocably elect, prior to the date the Shares in settlement of
such Dividend Equivalent Units would otherwise be distributable, to
defer receipt of such Shares to the last day of a later calendar year,
but in no event later than the last day of the calendar year in which
occurs the tenth anniversary of the grant of the underlying Option.
Any such deferral election shall be made in such form and at such times
as the Administrator may determine in its sole discretion. Any
payments with respect to Dividend Equivalent Units (whether or not
deferred) shall be made as soon as practicable (but in no event more
than 30 days) after the date as of which payment is to be made in
accordance with the foregoing. All Dividend Equivalent Units granted
with respect to Options under the Plan were vested (within the meaning
of section 409A of the Code) as of December 31, 2004.
	 
	 	(B)	 	Whole Shares Only. Settlement of all
Dividend Equivalent Units shall be made in the form of whole Shares.
Any




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fractional Shares shall be settled in cash. After settlement of a
Dividend Equivalent Unit (or any portion thereof), neither the
Participant nor any other person shall have any further rights to or
with respect to such Dividend Equivalent Unit (or the portion thereof
so settled).



     (b) Award of Dividend Equivalent Units With Respect to Deferred Share Units. Each
Participant’s Deferred Unit Account shall be credited with Dividend Equivalent Units in accordance
with the following provisions of this paragraph (b):




     (i) Annual Crediting of Dividend Equivalent Units. As of the last day of each
calendar year if the Participant then has share units credited to his Deferred Unit Account,
the Participant’s Deferred Unit Account shall be credited with a number of Dividend
Equivalent Units equal to (A) the Trust’s annual dividend for such calendar year, multiplied
by (B) the number of units held in Participant’s Deferred Unit Account Shares during such
calendar year (reduced pro rata to reflect units that were not held in the Participant’s
Deferred Unit Account on the record date with respect to each dividend payment date during
such year) and divided by (C) the Trust’s average Share price for such calendar year.




     (ii) Additional credits to reflect dividend payments on Dividend Equivalent
Units. As of the last day of each calendar year if the Participant then has Dividend
Equivalent Units credited to his Deferred Unit Account, each Participant shall be credited
with a number of additional Dividend Equivalent Units equal to (A) the Trust’s annual
dividend for such calendar year, multiplied by (B) the number of Dividend Equivalent Units
held in the Participant’s Deferred Unit Account during such calendar year (reduced pro rata
to reflect Dividend Equivalent Units that were not held in the Participant’s Deferred Unit
Account not held under the Participant’s Deferred Unit Account on each dividend payment date
during such year) and divided by (C) the Trust’s average Share price for such calendar year.



     11. Amendment of the Plan. Subject to the requirements of section 409A of the Code, to the
extent applicable, all provisions of the Plan may at any time or from time to time be modified or
amended by the Board; provided, however, that, without the consent of the Participant, no amendment
of the Plan shall materially adversely affect the rights of any Participant accrued under the Plan
prior to the date such amendment is adopted by the Board.




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