(a) The consummation of a transaction, approved by the shareholders of the Trust, tomerge the Trust into or consolidate the Trust with another entity, sell or otherwise disposeof all or substantially all of its assets or adopt a plan of liquidation, provided, however,that a Change in Control shall not be deemed to have occurred by reason of a transaction, ora substantially concurrent or otherwise related series of transactions, upon the completionof which 50% or more of the beneficial ownership of the voting power of the Trust, thesurviving corporation or corporation directly or indirectly controlling the Trust or thesurviving corporation, as the case may be, is held by the same persons (as defined below)(although not necessarily in the same proportion) as held the beneficial ownership of thevoting power of the Trust immediately prior to the transaction or the substantiallyconcurrent or otherwise related series of transactions, except that upon the completionthereof, employees or employee benefit plans of the Trust may be a new holder of suchbeneficial ownership.     (b) The “beneficial ownership” (as defined in Rule 13d-3 under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”)) of securities representing 50% or more of thecombined voting power of the Trust is acquired, other than from the Trust, by any “person”as defined in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or otherfiduciary holding securities under an employee benefit or other similar stock plan of theTrust).     (c) At any time during any period of two consecutive years, individuals who at thebeginning of such period were members of the Board of Trustees of the Trust cease for anyreason to constitute at least a majority thereof (unless the election, or the nomination forelection by the Trust’s shareholders, of each new trustee was approved by a vote of at leasttwo-thirds of the trustees still in office at the time of such election or nomination whowere trustees at the beginning of such period).For purposes of this Agreement, the following terms shall be defined as indicated:     (i) The term “Beneficial Owner” shall mean beneficial owner as defined in Rule13d-3 under the Exchange Act.     (ii) Entities shall be treated as being under “common control” during anyperiod in which they are “affiliates” of each other as that term is defined in theExchange Act.     (iii) The term “person” shall be as defined in Sections 13(d) and 14(d) of theExchange Act, but shall exclude any trustee or other fiduciary holding securitiesunder an employee benefit or other similar stock plan of the Trust.     4. Compensation During the Employment Period. During the Employment Period, theExecutive shall be compensated as follows:
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     (a) He shall receive an annual salary which is not less than his annual salaryimmediately prior to the Employment Period, payable in accordance with the normal payrollpractices of the Trust.     (b) He shall be entitled to participate in annual cash-based incentive compensationplans which, in the aggregate, provide bonus opportunities which are not materially lessfavorable to the Executive than the greater of (i) the opportunities provided by the Trustfor executives with comparable levels of responsibility as in effect from time to time; and(ii) the opportunities provided to the Executive under all such plans in which he wasparticipating prior to the Employment Period, which bonuses shall be paid in accordance withthe terms of the applicable bonus arrangement.     (c) He shall be eligible to participate in other incentive compensation plans and otheremployee benefit plans on a basis not materially less favorable to the Executive than thatapplicable to other executives of the Trust with comparable levels of responsibility as ineffect from time to time.     5. Termination. For purposes of this Agreement, the term “Termination” shall meantermination of the employment of the Executive by the Trust during the Employment Period (I) by theTrust, for any reason other than death, Disability, or Cause, or (II) by Constructive Discharge ofthe Executive (as these terms are described below). For purposes of this Agreement:     (a) The Executive shall be considered to have a “Disability” during the period in whichhe is unable, by reason of a medically determinable physical or mental impairment, to engagein the material and substantial duties of his regular occupation, and such condition isexpected to be permanent, as determined by the Chief Executive Officer of the Trust.     (b) For purposes of this Agreement, “Cause” shall mean, in the reasonable judgment ofthe Chief Executive Officer of the Trust (i) the willful and continued failure by theExecutive to substantially perform his duties with the Trust or any subsidiary after writtennotification by the Trust or subsidiary, (ii) the willful engaging by the Executive inconduct which is demonstrably injurious to the Trust or any subsidiary, monetarily orotherwise, or (iii) the engaging by the Executive in egregious misconduct involving seriousmoral turpitude. For purposes hereof, no act, or failure to act, on the Executive’s partshall be deemed “willful” unless done, or omitted to be done, by the Executive not in goodfaith and without reasonable belief that such action was in the best interest of the Trustand its subsidiaries.     (c) The Executive shall be considered to have a “Constructive Discharge” if:     (i) after a Change in Control and within 90 days after the Executive hasknowledge of circumstances constituting Good Reason (as
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defined below), the Executive provides written notice to the Trust which noticeshall specifically identify the circumstances which the Executive believesconstitute Good Reason;     (ii) within 30 days following receipt of the notice from the Executive, theTrust fails to cure such circumstances or fails to notify the Executive of theTrust’s intended method of correction and the timing thereof; and     (iii) the Executive resigns within 90 days after the expiration of the cureperiod or the timing specified in the Trust’s response to the Executive.For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s expresswritten consent (and except in consequence of a prior termination of the Executive’semployment), the occurrence of any of the following circumstances which occur during theEmployment Period:     (I) a substantial adverse alteration in the nature of the Executive’s status orresponsibilities from those in effect immediately prior to the Employment Period;     (II) a material failure to provide salary and other compensation and benefitsin accordance with paragraph 4; or     (III) the Trust’s material breach of this Agreement.If the Executive becomes employed by the entity into which the Trust merged, or the purchaser ofsubstantially all of the assets of the Trust, or a successor to such entity or purchaser, theExecutive shall not be treated as having terminated employment for purposes of this Agreement untilsuch time as the Executive terminates employment with the merged entity or purchaser (orsuccessor), as applicable. If the Executive is transferred to employment with a subsidiary of theTrust (regardless of whether before, on, or after a Change in Control), such transfer shall notconstitute a Termination for purposes of this Agreement     6. Severance Benefits. Subject to the provisions of paragraphs 7 and 8 below, in theevent of a Termination described in paragraph 5, in lieu of the amount otherwise payable underparagraph 4:     (a) The Executive shall be entitled to the bonus(es) payable for the performanceperiod(s) in which the date of the Executive’s Termination occurs, with payment based onachievement of a target level of performance for the entire period (regardless of actualperformance for the period); provided, however, that the amount of the bonus shall besubject to a pro-rata reduction to reflect the portion of the applicable performance periodfollowing the date of
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Termination. Payment under this subparagraph 6(a) shall be made at the regularlyscheduled time for payment of such amounts to active employees.     (b) As of the date of Termination, the Executive shall be fully vested in all benefitsaccrued through the date of Termination under the ProLogis Nonqualified Savings Plan (the“NSP”) and all such benefits shall be payable in accordance with the NSP.     (c) Any awards granted under the ProLogis 1997 Long Term Incentive Plan, the ProLogis2006 Long Term Incentive Plan or under any other incentive, compensation or other plan thatare held by the Executive on the date of Termination shall vest and shall be exercisable orpayable in accordance with their terms.     (d) The Executive shall continue to receive medical insurance and life insurancecoverage in accordance with subparagraph 4(c) above for a period of period of 24 monthsafter the date of Termination To the extent such coverage is taxable to the Executive, suchbenefits shall be provided each month during the continuation period. If such benefits arerequired to be suspended in accordance with paragraph 20 during the six month periodfollowing the Executive’s Termination, the Executive shall pay to the Trust the applicablepremiums required to continue such benefits and the Trust shall pay to the Executive as ofthe first date permitted under paragraph 20 the accumulated amount of such premiums thatwere not otherwise required of the Executive to continue such coverages during theapplicable 6 month suspension period.     (e) Subject to the terms and conditions of this Agreement, the Executive shall beentitled to a lump sum payment in cash no later than 10 business days after the date ofTermination equal to the sum of:     (i) an amount equal to two times the Executive’s annual salary rate in effectimmediately prior to the Employment Period; and     (ii) an amount equal to two times the Executive’s target level of the annualbonus for the fiscal year in which the date of Termination occurs.     (f) The Trust shall, for a period not to exceed twelve months after the date ofTermination, provide for standard outplacement services by any one qualified outplacementagency selected by the Trust.Except as may be otherwise specifically provided in an amendment of this paragraph 6 adopted inaccordance with paragraph 15, the Executive’s rights under this paragraph 6 shall be in lieu of anybenefits with respect to a Termination following a Change in Control that may be otherwise payableto or on behalf of the Executive pursuant to the terms of any severance pay arrangement of theTrust or any subsidiary or any other, similar arrangement of the Trust or any subsidiary providingbenefits upon involuntary termination of employment. Notwithstanding the foregoing provisions ofthis paragraph
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6 or any other provision of the Agreement to the contrary, with respect to any amounts that aresubject to section 409A of the Code, this paragraph 6 shall be interpreted and administered inaccordance with section 409A of the Code and shall not result in an offset or substitution of anyamount in violation of section 409A of the Code.     7. Make-Whole Payments. The following shall apply with respect to amounts to or onbehalf of the Executive:     (a) Subject to the following provisions of this paragraph 7, if any payment or benefitto which the Executive is entitled from the Trust, any affiliate, or trusts established bythe Trust or by any affiliate (a “Payment”) is subject to any tax under section 4999 of theCode, or any similar federal or state law (an “Excise Tax”), the Trust shall pay to theExecutive an additional amount (the “Make Whole-Amount”) which is equal to (i) the amount ofthe Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines oradditions to any tax which are imposed in connection with the imposition of such Excise Tax,plus (iii) all income, excise and other applicable taxes imposed on the Executive under thelaws of any Federal, state or local government or taxing authority by reason of the paymentsrequired under clause (i) and clause (ii) and this clause (iii).     (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed tobe taxed at the highest marginal rate under all applicable local, state, federal and foreignincome tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amountpayable with respect to an Excise Tax shall be paid by the Trust within 90 days followingthe Payment with respect to which such Excise Tax relates but in no event later than the endof the calendar year next following the calendar year in which the applicable tax isremitted to the Tax Authority (as defined in subparagraph 7(e)).     (c) All calculations under this paragraph 7 shall be made initially by the Trust andthe Trust shall provide prompt written notice thereof to the Executive to enable theExecutive to timely file all applicable tax returns. Upon request of the Executive, theTrust shall provide the Executive with sufficient tax and compensation data to enable theExecutive or his tax advisor to independently make the calculations described insubparagraph 7(b) and the Trust shall reimburse the Executive for reasonable fees andexpenses incurred for any such verification.     (d) If the Executive gives written notice to the Trust of any objection to the resultsof the Trust’s calculations within 60 days after the Executive’s receipt of written noticethereof, the dispute shall be referred for determination to tax counsel selected by theindependent auditors of the Trust (“Tax Counsel”). The Trust shall pay all fees andexpenses of such Tax Counsel. Pending such determination by Tax Counsel, the Trust shallpay the Executive the Make-Whole Amount as determined by it in good faith. The Trust shallpay the Executive any additional amount determined by Tax Counsel to be due under thissubparagraph 7(d) (together with interest thereon at a rate equal to 120% of the short-term
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applicable Federal term rate determined under section 1274(d) of the Code) within 10days after such determination but in no event later than the end of the calendar year nextfollowing the calendar year in which the applicable related tax is remitted to the TaxAuthority.     (e) The determination by Tax Counsel shall be conclusive and binding upon all partiesunless the Internal Revenue Service, a court of competent jurisdiction, or such other dulyempowered governmental body or agency (a “Tax Authority”) determines that the Executive owesa greater or lesser amount of Excise Tax with respect to any Payment than the amountdetermined by Tax Counsel.     (f) If a Taxing Authority makes a claim against the Executive which, if successful,would require the Trust to make a payment under this paragraph 7, the Executive agrees tocontest the claim on request of the Trust subject to the following conditions:     (i) The Executive shall notify the Trust of any such claim within 10 days ofbecoming aware thereof. In the event that the Trust desires the claim to becontested, it shall promptly (but in no event more than 30 days after the noticefrom the Executive or such shorter time as the Taxing Authority may specify forresponding to such claim) request the Executive to contest the claim. The Executiveshall not make any payment of any tax which is the subject of the claim before theExecutive has given the notice or during the 30-day period thereafter unless theExecutive receives written instructions from the Trust to make such payment togetherwith an advance of funds sufficient to make the requested payment plus any amountspayable under this paragraph 7 determined as if such advance were an Excise Tax, inwhich case the Executive will act promptly in accordance with such instructions.     (ii) If the Trust so requests, the Executive will contest the claim by eitherpaying the tax claimed and suing for a refund in the appropriate court or contestingthe claim in the United States Tax Court or other appropriate court, as directed bythe Trust; provided, however, that any request by the Trust for the Executive to paythe tax shall be accompanied by an advance from the Trust to the Executive of fundssufficient to make the requested payment plus any amounts payable under thisparagraph 7 determined as if such advance were an Excise Tax. If directed by theTrust in writing the Executive will take all action necessary to compromise orsettle the claim, but in no event will the Executive compromise or settle the claimor cease to contest the claim without the written consent of the Trust; provided,however, that the Executive may take any such action if the Executive waives inwriting his right to a payment under this paragraph 7 for any amounts payable inconnection with such claim. The Executive agrees to cooperate in good faith withthe Trust in contesting the claim and to comply with any reasonable request from theTrust concerning the
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contest of the claim, including the pursuit of administrative remedies, theappropriate forum for any judicial proceedings, and the legal basis for contestingthe claim. Upon request of the Trust, the Executive shall take appropriate appealsof any judgment or decision that would require the Trust to make a payment underthis paragraph 7. Provided that the Executive is in compliance with the provisionsof this clause (ii), the Trust shall be liable for and indemnify the Executiveagainst any loss in connection with, and all costs and expenses, includingattorneys’ fees, which may be incurred as a result of, contesting the claim, andshall provide to the Executive within 30 days after each written request therefor bythe Executive cash advances or reimbursement for all such costs and expensesactually incurred or reasonably expected to be incurred by the Executive as a resultof contesting the claim.     (iii) Should a Tax Authority finally determine that an additional Excise Tax isowed, then the Trust shall pay an additional Make-Up Amount to the Executive in amanner consistent with this paragraph 7 with respect to any additional Excise Taxand any assessed interest, fines, or penalties. If any Excise Tax as calculated bythe Trust or Tax Counsel, as the case may be, is finally determined by a TaxAuthority to exceed the amount required to be paid under applicable law, then theExecutive shall repay such excess to the Trust within 30 days of such determination;provided that such repayment shall be reduced by the amount of any taxes paid by theExecutive on such excess which is not offset by the tax benefit attributable to therepayment.(g) Notwithstanding the foregoing provisions of this paragraph 7:     (i) If (I) any Payments otherwise due to or on behalf of the Executive(determined without regard to subparagraph 7(a)) are subject to an Excise Tax, and(II) a reduction in such Payments otherwise subject to the Excise Tax to an amountthat is not less than 90% of the Value of the Payments otherwise subject to theExcise Tax would result in no Excise Tax being imposed with respect to any Payments,then:     (A) the Payments to which the Executive is or will become entitledunder this Agreement or otherwise from the Trust shall be reduced to theextent required to avoid incurring the Excise Tax; and     (B) no payments shall be made to the Executive under subparagraph 7(a).The “Value” of the Payments described in clause (II) above shall be determined bythe Trust in good faith as of the date on which the applicable change in control isdeemed to occur for purposes of section 280G of the Code.
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     (ii) If reductions are required in the Executive’s Payments in accordance withclause (i) above, the reduction shall first be made by reducing payments or benefitsthat are not subject to section 409A of the Code (as elected by the Executive) and,if further reduction is necessary, from non-cash payments or benefits (as determinedby the Company) and finally from cash payments. Upon request of the Executive, theTrust shall provide the Executive with sufficient tax and compensation data toenable the Executive or his tax advisor to independently make the calculationsdescribed in clause (i) above and the Trust shall reimburse the Executive forreasonable fees and expenses incurred for any such verification.     (iii) If the Executive gives written notice to the Trust of any objection tothe results of the Trust’s calculations under this subparagraph 7(g) within 60 daysof the Executive’s receipt of written notice thereof, the dispute shall be referredfor determination to Tax Counsel. The Trust shall pay all fees and expenses of suchTax Counsel. Pending such determination by Tax Counsel, the determination by theTrust shall be binding on all parties. If the Tax Counsel determines that thissubparagraph 7(g), and the reductions described in this subparagraph 7(g), areinapplicable, the Trust shall pay the Executive any additional amount determined byTax Counsel to be due under this paragraph 7 (together with interest thereon at arate equal to 120% of the short-term applicable federal rate determined undersection 1274(d) of the Code) within 10 days after such determination, but in noevent later than the date which is 2-/12 months following the calendar year in whichthe Change in Control occurs.     8. Withholding. All payments to the Executive under this Agreement will be subject toall applicable withholding of state and federal taxes.     9. Arbitration of All Disputes. Any controversy or claim arising out of or relatingto this Agreement or the breach thereof shall be settled by arbitration in Denver, Colorado, inaccordance with the laws of the State of Colorado, by three arbitrators appointed by the parties.If the parties cannot agree on the appointment of the arbitrators, one shall be appointed by theTrust and one by the Executive and the third shall be appointed by the first two arbitrators. Ifthe first two arbitrators cannot agree on the appointment of a third arbitrator, then the thirdarbitrator shall be appointed by the Chief Judge of the United States Court of Appeals for theTenth Circuit. The arbitration shall be conducted in accordance with the rules of the AmericanArbitration Association, except with respect to the selection of arbitrators which shall be asprovided in this paragraph 9. Judgment upon the award rendered by the arbitrators may be enteredin any court having jurisdiction thereof.     10. Legal and Enforcement Costs. This paragraph 10 shall apply if it becomesnecessary or desirable for the Executive to retain legal counsel or incur other costs and expensesin connection with either enforcing any and all of his rights under
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this Agreement or defending against any allegations of breach of this Agreement by the Trust:     (a) The Executive shall be entitled to recover from the Trust reasonable attorneys’fees, costs and expenses incurred by his in connection with such enforcement or defense.     (b) Payments required under this paragraph 10 shall be made by the Trust to theExecutive (or directly to the Executive’s attorney) promptly following submission to theTrust of appropriate documentation evidencing the incurrence of such attorneys’ fees, costs,and expenses.     (c) The Executive shall be entitled to select his legal counsel; provided, however,that such right of selection shall not affect the requirement that any costs and expensesreimbursable under this paragraph 10 be reasonable.     (d) The Executive’s rights to payments under this paragraph 10 shall not be affected bythe final outcome of any dispute with the Trust; provided, however, that to the extent thatthe arbitrators shall determine that under the circumstances recovery by the Executive ofall or a part of any such fees and costs and expenses would be unjust or inappropriate, theExecutive shall not be entitled to such recovery; and to the extent that such amount havebeen recovered by the Executive previously, the Executive shall repay such amounts to theTrust.     11. Mitigation and Set-Off. The Executive shall not be required to mitigate theamount of any payment provided for in this Agreement by seeking other employment or otherwise. TheTrust shall not be entitled to set off against the amounts payable to the Executive under thisAgreement any amounts owed to the Trust by the Executive, any amounts earned by the Executive inother employment after termination of his employment with the Trust, or any amounts which mighthave been earned by the Executive in other employment had he sought such other employment.     12. Notices. Notices and all other communications provided for in this Agreementshall be in writing and shall be delivered personally or sent by registered or certified mail,return receipt requested, postage prepaid (provided that international mail shall be sent viaovernight or two-day delivery), or sent by facsimile or prepaid overnight courier to the parties atthe addresses set forth below (or such other addresses as shall be specified by the parties by likenotice). Such notices, demands, claims and other communications shall be deemed given:     (a) in the case of delivery by overnight service with guaranteed next day delivery, thenext day or the day designated for delivery;     (b) in the case of certified or registered U.S. mail, five days after deposit in theU.S. mail; or
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     (c) in the case of facsimile, the date upon which the transmitting party receivedconfirmation of receipt by facsimile, telephone or otherwise;provided, however, that in no event shall any such communications be deemed to be given later thanthe date they are actually received. Communications that are to be delivered by the U.S. mail orby overnight service or two-day delivery service to the Executive shall be to the last address hehas filed in writing with the Trust, and such deliveries to the Trust shall be to the followingaddress:ProLogis