Unassociated Document


    Exhibit
10.1

     

    Employment
Agreement

     

    This
Employment Agreement (this “Agreement”) is made
and entered into on January 11, 2011, by and between BRE Properties, Inc., a
Maryland corporation (the “Company”), and Scott
A. Reinert, an individual (“Executive”) and
memorializes the terms and conditions of Executive’s employment by the Company
from and after January 24, 2011 (the “Effective
Date”).

     

    Agreement

     

    In
consideration of the mutual covenants set forth in this Agreement, the parties
agree as follows:

     

    1.    Term.  Executive
shall be employed at will by the Company commencing on the Effective Date and
continuing thereafter until terminated (the “Term”).  Executive’s
at-will status means that the Executive may terminate his employment at any
time, with or without reason, subject only to the notice provisions set forth in
Sections 7.1 and 8.2(b), and that the Company may terminate Executive at any
time, with or without reason, subject only to the notice provision in Section
7.3.  The Compensation Upon Termination provisions in Section 8 do not
alter Executive’s at-will status.

     

    2.    Duties.  The Company
shall employ Executive as its Executive Vice President,
Operations.  The Chief Executive Officer (“CEO”) shall direct and
supervise the employment of Executive and shall determine the powers and duties
incident to the position of Executive Vice President,
Operations.  Executive shall perform his duties as Executive Vice
President, Operations, diligently and to the best of his ability and devote his
full business time and best efforts to the Company.  Executive shall
not, except for incidental management of his personal financial affairs, engage
in any other business, nor shall he serve in any position with or as a
consultant or adviser to any other corporation or entity (including as a member
of such entity’s board of directors or similar governing or advising body),
without the prior written consent of the Board of Directors (“Board”).

     

    3.    Compensation.  During
the Term, Executive shall be entitled to receive compensation in accordance with
this Section 3.

     

    3.1    Base
Salary.  Executive shall receive an annual base salary (“Base Salary”) of
$300,000 commencing as of the Effective Date.  The Board, in its
discretion, may review the Base Salary periodically and adjust the Base Salary
in its sole discretion based on relevant circumstances.  The Base
Salary shall be payable by the Company to Executive in equal installments on the
dates payments of salary are regularly made by the Company to its executive
employees subject to all required tax withholdings.

     

    3.2    Annual Bonus.  In
addition to the Base Salary, Executive shall be eligible to receive an annual
incentive bonus (the “Annual Bonus”)
targeted at 90% of Base Salary (the “Target Bonus”) for
the achievement of the management by objective criteria established by the
Compensation Committee of the Board (the “Committee”) in its
sole discretion (the “MBO
Criteria”).  It is anticipated that, for any given year, the
amount of the Annual Bonus could range from 0% of Target Bonus (in the event of
a failure to achieve any of the MBO Criteria), to 100% of Target Bonus (in the
event of achievement of the MBO Criteria), to between 100% and 200% of Target
Bonus (in the event that a substantial number of the MBO Criteria are
significantly exceeded).  The determination of whether Executive has
achieved or significantly exceeded the MBO Criteria shall be in the Committee’s
sole discretion.  The Committee may in its discretion determine that
the MBO Criteria on balance as a whole have been met notwithstanding the fact
that certain of the MBO Criteria may not have been met if other MBO Criteria are
exceeded.  Except as otherwise specified in this Agreement, Executive
shall earn the Annual Bonus only at the end of each of the Company’s fiscal
years during the Term.  The Annual Bonus, if earned, shall be paid
within two and one-half months after the end of each fiscal year.

     

    
      
         

      

      
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    3.3    Long-Term Incentive Awards.
During the Term, Executive shall be eligible to receive long-term
incentive awards at the sole discretion of the Board.  It is
contemplated that such awards will take into account financial, operating, and
other results achieved as well as future long-term performance
goals.  Such awards may be in the form of options, restricted shares
which vest over time or upon satisfaction of performance metrics, SARs, stock
grants, or any other form of long-term compensation, as determined by the Board
in its sole discretion.

     

    3.4    Recoupment.  Executive
understands and agrees that he shall be required to repay to the Company certain
previously paid compensation, whether provided under this Agreement, an
incentive compensation plan, or otherwise, if such repayment is required under
any recoupment of compensation policy that the Company is required to adopt in
order for the Company to comply with applicable laws or regulations or
requirements of the stock exchange(s) upon which the Company's securities are
listed. Any such compensation previously paid to Executive shall not be fully
and finally earned for purposes of federal or state wage and hour laws by
Executive until the applicable recoupment period has expired.  Any
failure by Executive to timely comply with the provisions of this paragraph will
be considered a material breach of this Agreement and will constitute, without
limiting the Company's other recourses or remedies, grounds for the Company to
terminate Executive's employment for Cause.  Such obligation shall
survive the termination of this Agreement and any release given by the Company
to Executive upon Executive’s termination unless such release specifically
provides that this obligation shall be released and no general release contained
in any such release shall waive this obligation.

     

    4.    Life
Insurance.  During the Term, the Company agrees to pay the
premiums on a term life insurance policy covering and for the benefit of
Executive with a face amount equal to 100% of the Base Salary.

     

    5.    Benefits.  During
the Term, Executive shall be entitled to receive such other benefits and to
participate in such benefit plans as are generally provided by the Company to
its executive employees, including parking and profit sharing and insurance
plans.  Executive shall be entitled to four weeks vacation for each
calendar year which shall accrue in accordance with the Company’s standard
policies and procedures.

     

    
      
         

      

      
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    6.    Expenses.  The
Company shall pay or reimburse Executive for all reasonable travel and other
expenses incurred by Executive in performing his duties as Executive Vice
President, Operations of the Company in accordance with the Company’s standard
policies and procedures.

     

    7.    Termination of
Agreement.  The date that Executive’s employment and this
Agreement is terminated is referred to in this Agreement as the “Termination
Date.”

     

    7.1    Termination Due to Death or
Disability; Voluntary Termination.  If at any time during the
Term, Executive shall die, suffer any Disability (as defined below), or
voluntarily terminate his employment with the Company, then, in any such event,
this Agreement shall automatically terminate on the date of death, upon any
Disability or of the Executive’s voluntary termination, as the case may
be.  As used in this Agreement, the term “Disability” shall
mean the inability of Executive to perform his duties for one hundred eighty
(180) consecutive days or for one hundred eighty (180) days in any twelve month
period because of physical or mental illness or incapacity as determined by the
Board.  If Executive shall voluntarily terminate his employment with
the Company, Executive shall provide the Company with at least 30-days’ prior
written notice of such termination, which notice period the Company may elect to
shorten.

     

    7.2    Termination by the Company for Good
Cause.  During the term, the Company may terminate this
Agreement and Executive’s employment at any time for Good Cause.  In
such event, this Agreement shall terminate on such date as shall be specified in
writing by the Company.  As used in this Agreement, the term “Good Cause” shall
mean (i) any act or omission of gross negligence, willful misconduct,
dishonesty, or fraud by Executive in the performance of his duties hereunder or
in material violation of the Company’s employment policies and practices, (ii)
the material failure or refusal of Executive to timely perform the duties or to
render the services reasonably assigned to him from time to time by the Board
(other than failures to perform duties or render services substantially due to
circumstances beyond the control of Executive, including force majeure events), (iii)
Executive’s conviction of or plea of nolo contendere to a crime
which has or reasonably would be expected to have a material adverse impact on
his ability to perform his duties as Executive Vice President, Operations of the
Company, including any crime involving dishonesty or moral turpitude or (iv) the
material breach by Executive of this Agreement or the material breach of
Executive’s fiduciary duty or duty of trust to the Company as reasonably
determined by the Company.

     

    7.3    Termination by the Company Other Than
for Good Cause.  During the Term, the Company may terminate
this Agreement and Executive’s employment for any reason other than for Good
Cause with at least 30-days’ prior written notice.

     

    7.4    Termination by the Company Incident
to a Change in Control.  Any termination of this Agreement and
the Executive's employment by the Company for any reason other than Good Cause,
death, or Disability before a Change in Control (which Change in fact
subsequently occurs), but after (a) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control, or
(b) the Company or any Person publicly announces an intention to take or to
consider taking actions which, if consummated, would constitute a Change in
Control  shall be deemed conditioned on a Change in Control for
purposes of 8.2(c) below.

     

    
      
         

      

      
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    8.    Compensation
upon Termination.

     

    8.1    Termination
Other Than in Connection With a Change in Control.

     

    (a)    In the
event of termination of this Agreement and Executive’s employment pursuant to
Section 7.1 or 7.2, the Company shall not be obligated, from and after the
Termination Date, to provide to Executive, and Executive shall not be entitled
to receive from the Company, any compensation (including any payments of Base
Salary, Annual Bonus, or other awards) or other benefits; except that if
termination pursuant to Section 7.1 is due to death or Disability, Executive or
his estate shall receive, within 90 days after the close of the fiscal year in
which the death or Disability occurred, a lump-sum payment equal to the
estimated Annual Bonus that Executive would have earned for the fiscal year in
question (based on actual performance relative to MBO Criteria for the fiscal
year and Executive’s contribution, in each case up to the date of death or
Disability), calculated on a pro-rated basis to the Termination
Date.  In addition, Executive shall be entitled to the vesting
benefits set forth in any performance stock award agreement or other equity
award agreement whether now in existence or entered into during the term of this
Agreement.

     

    (b)    In the
event of termination of this Agreement and Executive’s employment pursuant to
Section 7.3, the Company shall provide Executive with the following compensation
within 15 days after the Company’s receipt of the release of Executive described
in Section 8.1(c):

     

    (i)   Executive
shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that
Executive would have earned for the fiscal year in question (based on actual
performance relative to MBO Criteria for the fiscal year and Executive’s
contribution, in each case up to the date of termination, calculated on a
pro-rated basis to the Termination Date.

     

    (ii)   Executive
shall be entitled to receive a lump-sum payment from the Company equal to the
sum of:  (1) his final Base Salary and (2) the average of the Annual
Bonuses awarded to Executive for the two fiscal years prior to the year in which
Executive terminates.  If Executive terminates before having been
employed for two full fiscal years, then the lump sum payment shall be equal
to:  (1) the sum of his final  Base Salary and his Target
Bonus if he terminates before his first full fiscal year of employment; or (2)
the sum of his final Base Salary and the amount of the Annual Bonus awarded in
the immediately preceding year if he terminates after his first full fiscal year
of employment but before the end of his second full fiscal year of employment;
and

     

    (iii)   Executive
shall be entitled to the vesting benefits set forth in any performance stock
award agreement or other equity award agreement whether now in existence or
entered into during the term of this Agreement.

     

    
      
         

      

      
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    (c)    Executive’s
right to receive any of the payments or other compensation to be made to
Executive pursuant to this Section 8.1 shall be contingent on Executive
providing the Company a full and complete release of all known and unknown
claims against the Company and its representatives in the form set forth on
Exhibit A to this Agreement.

     

    8.2    Termination Following a Change in
Control.

     

    (a)    If within
12 months after the effective date of a Change in Control (as defined below)
this Agreement and Executive’s employment is terminated due to Executive’s death
or Disability, then Executive or his estate shall receive, within 90 days after
the close of the fiscal year in which the death or Disability occurred, a
lump-sum payment equal to the average annualized Annual Bonus that Executive
received during the Term pro-rated based on the number of days between the
effective date of the Change in Control and the date of death or
Disability.  If the date of Death or Disability is before the
Executive has been employed for one full fiscal year, then the lump-sum payment
shall be equal to his Target Bonus pro-rated based on the number of days between
the effective date of the Change in Control and the date of Death or
Disability.  In addition, (i) Executive shall be entitled to a
lump-sum payment equal to the estimated Annual Bonus that Executive would have
earned for the fiscal year in question (based on actual performance relative to
MBO Criteria for the fiscal year and Executive’s contribution, in each case up
to the date of termination), calculated on a pro-rated basis to the Termination
Date; and (ii) Executive shall be entitled to the vesting benefits set forth in
any performance stock award agreement or other equity award agreement whether
now in existence or entered into during the term of this Agreement.

     

    (b)    If within
12 months after the effective date of a Change in Control, Executive terminates
his employment with the Continuing Employer without Good Reason (as defined
below), then Executive shall receive the amounts set forth in Section 8.2(a)
and, provided
if Executive gives the Company not less than 90-days’ prior written notice of
such voluntary termination and uses his reasonable efforts to assist the Company
with the necessary transition during the period between the notice of
termination and the termination itself, then the Company shall pay Executive,
within 15 days after the Company’s receipt from Executive of the release
described in Section 8.2(g), a lump-sum payment from the Company equal
to:  (i) if Executive resigns after having been employed through two
full fiscal years, the sum of his final Base Salary and the average Annual Bonus
awarded in the prior two years; (ii) if Executive resigns after having been
employed more then one but less than two full fiscal years, the sum of his final
Base Salary and the Annual Bonus he was awarded in the immediately preceding
year; or (iii) if the Executive resigns before having been employed through one
full fiscal year, the sum of his final Base Salary and his Target
Bonus.  As used in this Agreement, the term “Good Reason” means
(i) a material reduction in Executive’s target pay, duties, responsibilities, or
authority of Executive immediately prior to such Change in Control, without
Executive’s consent, or (ii) the relocation of Executive, without Executive’s
consent, to a location more than 50 miles from the Executive’s work
location as of the Termination Date, provided in each case
that, within 20 business days of the event set forth in (i) or (ii), Executive
presents the Company or the Continuing Employer, as the case may be, with at
least 30-days’ prior written notice of his termination of employment stating
that such termination was for a reason set forth in (i) or (ii) and the Company
or the Continuing Employer, as the case may be, did not cure such material
reduction or relocation within 10 business days thereafter.

     

    
      
         

      

      
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    (c)    If within
12 months after the effective date of a Change in Control, Executive terminates
his employment with the Continuing Employer for Good Reason or the Continuing
Employer terminates this Agreement and Executive’s employment without Good
Cause, then the Continuing Employer shall provide Executive with the following
compensation within 15 days after the Company’s receipt from Executive of the
release described in Section 8.2(g):

     

    (i)   In
the event of a termination after the execution date of this Agreement, the
Continuing Employer shall pay Executive a lump-sum payment equal to the
estimated Annual Bonus that Executive would have earned for the fiscal year in
question (based on actual performance relative to MBO Criteria for the fiscal
year and Executive’s contribution, in each case up to the date of termination),
calculated on a pro-rated basis to the Termination Date;

     

    (ii)   the
Continuing Employer shall pay Executive a lump-sum payment equal
to:  (a) if the termination occurs after Executive has been employed
through two full fiscal years, two times the sum of his final Base Salary and
the average of the Annual Bonuses awarded to Executive for the two fiscal years
prior to the year in which Executive terminates; (b) if the termination occurs
after Executive has been employed more then one but less than two full fiscal
years, two times the sum of his final Base Salary and the Annual Bonus he was
awarded in the immediately preceding year; or (c) if the termination occurs
before Executive has been employed through one full fiscal year, two times the
sum of his final Base Salary and his Target Bonus;

     

    (iii)   all
restrictions (except applicable federal and state securities law) on any
restricted shares or share equivalents (including, but not limited to, stock
units or performance units) of Common Stock, other securities of the Continuing
Employer or, if such shares of Common Stock or other securities shall have been
exchanged or converted into the right to receive other securities, cash or
property, such other securities, cash or property received upon such exchange or
conversion, including restrictions which lapse with the passage of time or the
satisfaction of performance criteria, to the extent there are any, would lapse
and be eliminated and such securities, cash or property would be unrestricted
(except with respect to restrictions imposed by applicable federal and state
securities law);

     

    (iv)   all
options to purchase shares of Common Stock or other securities of the Continuing
Employer that are subject to vesting shall become fully vested and exercisable
for a period of three months after the date of termination; and

     

    (d)    For
purposes of this Agreement, the term “Continuing Employer”
means (A) the Company, (B) an affiliate of the Company (as such term is
defined in the Exchange Act) or (C) such entity that the Company has merged or
consolidated with or an affiliate (as such term is defined in the Exchange Act)
of such entity that employs Executive immediately after or in connection with
such Change in Control.

     

    
      
         

      

      
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    (e)    For
purposes of this Agreement, a “Change in Control” shall be deemed to have
occurred when any of the following events occur:

     

    (i)   the
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent, directly or indirectly, either by remaining outstanding
or by being converted into voting securities of the surviving entity, more than
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity thereof outstanding
immediately after such merger or consolidation;  or

     

    (ii)   any
sale of substantially all of the assets of the Company, or any liquidation or
dissolution of the Company, other than as part of a transaction or series of
transactions immediately after which the beneficial holders of the voting
securities of the Company outstanding immediately prior thereto hold, directly
or indirectly, more than fifty percent (50%) of the total voting power
represented by the voting securities of any acquirer or successor corporation or
entity;  or

     

    (iii)   any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”), as in effect on the Effective Date,
(a “Person”)) acquiring “beneficial ownership” (as defined in Rule 13d-3 under
the Exchange Act), of securities of the Company representing 50% or more of the
combined voting power of the Company’s then outstanding voting securities;
or

     

    (iv)   a
change in the Board that is the result of a proxy solicitation(s) or other
action(s) to influence voting at a shareholders’ meeting of the Company (other
than by voting one’s own stock) by a Person or group of Persons who has
Beneficial Ownership of 5% or more of the combined voting power of the
securities of the Company and which causes the Continuing Directors (as defined
below) to cease to constitute a majority of the Board;  provided,
however, that none of the events described in (i) through (iv) of this Section
8.2(e) shall be deemed to be a Change in Control if the event(s) or election(s)
causing such change shall have been approved specifically for purposes of this
Agreement by the affirmative vote of at, least a majority of the members of the
Continuing Directors.  For these purposes, a “Continuing Director”
shall mean a member of the Board (A) who is a member of the Board on the
Effective Date, or (B) who subsequently becomes a member of the Board and who
either (x) is appointed or recommended for election with the affirmative vote of
a majority of the Directors then in office who are Directors on the Effective
Date, or (y) is appointed or recommended for election with the affirmative vote
of a majority of the Directors then in office who are described in clauses (A)
and (B) (including clause (B)(y)), as applicable.

     

    (f)    In the
event that the benefits provided for in the Agreement, when aggregated with any
other payments or benefits received by Executive (the “Aggregate Benefits”),
would (i) constitute “parachute payments” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) would be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then Executive’s Aggregate Benefits will be either:  (a)
delivered in full, or (b) delivered as to such lesser extent as would result in
no portion of such Aggregate Benefits being subject to the Excise Tax, whichever
of the foregoing amounts, taking into account the applicable federal, state and
local income taxes and the Excise Tax, results in the receipt by Executive on an
after-tax basis of the greatest amount of Aggregate Benefits, notwithstanding
that all or some portion of such Aggregate Benefits may be taxable under Section
4999 of the Code.  Unless the Company and Executive otherwise agree in
writing, any determination required under this paragraph will be made in writing
by the independent public accountants mutually agreeable to the Company and
Executive (the “Accountants”) whose determination will be conclusive and binding
upon Executive and the Company for all purposes.  For purposes of
making the calculations required by this paragraph, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code.  The Company and Executive will
furnish to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this
paragraph.  To the extent any reduction in Aggregate Benefits is
required by this paragraph, Aggregate Benefits shall be reduced or eliminated in
reverse order of time of payment (that is, Aggregate Benefits payable later
shall be reduced or eliminated before any reduction or elimination of Aggregate
Benefits payable sooner), Aggregate Benefits payable at the same time shall be
reduced or eliminated in accordance with the Executive’s instructions provided
the Company has no reasonable objection thereto, and all reductions or
eliminations shall be based on the value of the Aggregate Benefits established
for purposes of the determination required under this paragraph.

     

    
      
         

      

      
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    (g) Executive’s
right to receive any of the payments or other compensation to be made to
Executive pursuant to this Section 8.2 shall be contingent on Executive
providing the Continuing Employer a full and complete release of all known and
unknown claims against the Continuing Employer and its affiliates and
representatives, in the form set forth on Exhibit A to this
Agreement.

     

    9.    Confidentiality.  It
is specifically understood and agreed that the Company possesses trade secrets,
data and information regarding customers, suppliers and stockholders,
development, acquisition and other business plans, strategies and records,
methods of business and operations, “know-how,” property and financial analyses
and reports, techniques, processes and other confidential or proprietary
information of the Company and other persons (all such information, “Proprietary
Information”).  All Proprietary Information is and shall be the
sole property of the Company for its own exclusive use and benefit, and
Executive agrees that upon termination of his employment for any reason
whatsoever, he shall return to the Company all Proprietary Information in his
possession or under his control.  Executive further agrees that he
shall hold all Proprietary Information in strictest confidence and shall not at
any time, either during or after his employment by the Company, use or disclose,
or permit the use or disclosure of, the same for his own benefit or for the
benefit of others, unless authorized to do so by the Company’s written consent
or by a contract or agreement to which the Company is a party or by which it is
bound.  The provisions of this Section 9 shall perpetually survive the
termination of the Agreement, and Executive shall likewise be bound by all other
agreements between his and the Company relating in any way to the protection of
Proprietary Information.

     

    10.    Non-Solicitation.  For
a period of one year following any termination of this Agreement, Executive
shall not directly or indirectly recruit, attempt to hire, direct, assist others
in recruiting- or hiring, or encourage any employee of or consultant to the
Company to terminate his or her employment or consulting relationship with the
Company or to accept employment or enter into a consulting relationship with any
subsequent employer or business with whom Executive is affiliated in any
way.

     

    
      
         

      

      
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    11.    Arbitration.

     

    11.1    In
consideration of the Company employing Executive and the wages and benefits
provided under this Agreement, Executive and the Company each agree that all
claims arising out of or relating to Executive’s employment, including its
termination, shall be resolved by binding arbitration in San Francisco,
California.  This agreement does not prohibit either party from
seeking provisional injunctive relief, pursuant to California Code of Civil
Procedure Section 1281.8.

     

    11.2    The
dispute will be arbitrated in accordance with the then-current rules of the
American Arbitration Association applicable to employment disputes. The Company
agrees to pay the fees and expenses for the arbitration, except those related to
Executive’s legal fees and costs.  If either party prevails on a
statutory claim which affords the prevailing party attorneys’ fees and costs,
the arbitrator may award reasonable fees and costs to the prevailing party,
under the standards for an award of fees and costs provided by
law.  The parties agree to file any demand for arbitration within the
time limit established by the applicable statute of limitations for the asserted
claims or within one year of the conduct that forms the basis of the claim if
the claim asserts a breach of express or implied contract. The failure to demand
arbitration within the prescribed time period shall result in waiver of said
claims.

     

    11.3    This
arbitration agreement will cover all matters directly or indirectly related to
Executive’s recruitment, employment or termination of employment by the Company,
including but not limited to claims involving laws against any form of
discrimination whether brought under federal or state law, and claims involving
present and former Executives, officers and directors of the Company, but
excluding workers’ compensation and unemployment insurance
claims.  THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR
RIGHTS TO BRING SUCH CLAIMS TO COURT, INCLUDING THE RIGHT TO A JURY
TRIAL.

    


    12.    Taxes;
Withholdings.  All compensation payable by the Company to
Executive under this Agreement which is or may become subject to withholding
under the Code or other pertinent provisions of laws or regulation shall be
reduced for all applicable income and/or employment taxes required to be
withheld whether with respect to amounts payable under this Agreement or
otherwise.  If any payment otherwise due hereunder would be, when
otherwise due, subject to additional taxes and interest under Section 409A of
the United States Internal Revenue Code of 1986, as amended (the "Code"), for
example, and not by way of limitation, because of the prohibition under Section
409A against the payment of deferred compensation on account of separation of
service within six months of separation in the case of any key employee of a
public company, then such payment shall be deferred to the extent required to
avoid such additional taxes and interest.

     

    
      
         

      

      
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    13.    Upon Termination of the
Term.  The Company shall have the right, without any notice to
Executive, to offset any amounts payable to the Company against any amount
payable to Executive pursuant to this Agreement.

     

    14.    Miscellaneous.

     

    14.1    Notices.  All
notices and other communications required by this Agreement shall be in writing
and shall be deemed given if properly addressed:  (i) if delivered
personally or via a nationally recognized commercial delivery service, on the
day of delivery; or (ii) if delivered by registered or certified mail (return
receipt requested), three business days after mailing.  Notices shall
be deemed to be properly addressed if addressed to the following addresses (or
at such other address for a party as shall be specified by like
notice):

     

    
      
        
          	 	If
      to the Company: 	      
                  BRE
      Properties, Inc.

                  525
      Market Street, Fourth Floor

                  San
      Francisco, CA 94105

                  Attn:
      General Counsel

                
	 	 	 
	
                   
      

                	
                  If
      to Executive:

                	
                  To
      the contact address of Executive maintained in the Company’s Human
      Resources records

                


        

      

    

    


    14.2    Entire
Agreement.  This Agreement contains the full and complete
understanding of the parties and supersedes all prior representations, promises,
agreements, and warranties, whether oral or written, on the subject matters
covered herein.

     

    14.3    Governing Law.  This
Agreement shall be governed by and interpreted according to the laws of the
State of California.

     

    14.4    Successors and
Assigns.  With respect to the Company, this Agreement shall
inure to the benefit of and be binding upon any successors or assigns of the
Company.  With respect to Executive, this Agreement shall not be
assignable but shall inure to the benefit of estate of Executive or his legal
successor upon death or disability.

     

    14.5    Headings.  The
captions of the various sections of this Agreement are inserted only for
convenience and shall not be considered in construing this
Agreement.

     

    14.6    Amendments.  Except
with respect to adjustments to the Base Salary or Executive’s duties pursuant to
the terms of Sections 2 and 3.1, this Agreement may be modified or amended only
by a writing signed by both parties.

     

    14.7    Waivers. No failure on the
part of either party to exercise any right or remedy under this Agreement, and
no delay on the part of either party in exercising any right or remedy under
this Agreement, shall operate as a waiver of such right or remedy; and no single
or partial exercise of any such right or remedy shall preclude any other or
further exercise thereof or of any other right or remedy.  Neither
party shall be deemed to have waived any claim arising out of this Agreement, or
any right, condition or remedy under this Agreement, unless the waiver of such
right, condition or remedy is expressly set forth in a written instrument
executed by such party and any such waiver shall only be applicable and
effective in the specific instance in which it is given.

     

    
      
         

      

      
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    14.8    Severability.  If
any provision of this Agreement shall be held invalid, illegal, or
unenforceable, the remaining provisions of the Agreement shall remain in full
force and effect, and the invalid, illegal, or unenforceable provision shall be
limited or eliminated only to the extent necessary to remove such invalidity,
illegality, or unenforceability in accordance with the applicable law at that
time.

     

    14.9    Attorneys’
Fees.  Without limiting the provisions of Section 11, if either
party institutes arbitration proceedings pursuant to Section 11 or an action to
enforce the terms of this Agreement, the prevailing party in such proceeding or
action shall be entitled to recover reasonable attorneys’ fees, costs, and
expenses except as otherwise required by law.

     

    14.10   Non-Exclusivity of
Remedies.  No remedy made available to the Company by any of
the provisions of this Agreement is intended to be exclusive of, any other
remedy.  Each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder as well as those remedies,
existing at law, in equity, by statute, or otherwise.

     

    14.11   Interpretation and Advice of
Counsel.  Executive was advised to seek the advice of counsel
in connection with the negotiation of this Agreement.  Executive has
done so.  Any uncertainty or ambiguity shall not be construed for or
against any party based on attribution of drafting to any party.

     

    14.12   Survival.  Sections
9, 10, 11, 12, 13 and 14 and Section 7 or 8, as the case may be, if this
Agreement shall be terminated pursuant to Section 7, shall survive the
termination of this Agreement and remain in full force and effect.

     

    14.13   No
Conflict.  Executive represents that the execution of this
Agreement by Executive will not violate any other agreement to which Executive
is a party.

     

    IN
WITNESS WHEREOF, this Agreement has been executed as of the Effective
Date.

    
       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        BRE Properties,
    Inc.

                                      	 	
                                        Executive

                                      	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	      
                                        Constance
      B. Moore

                                        Chief
      Executive Officer 

                                      	 	      
                                        Scott
      A. Reinert 

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
               

            

            
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    EXHIBIT
A

    


    RELEASE

    


    THIS
RELEASE (“Release”), is entered into by and
between                                                                                                                                                     
(referred to herein as “Executive”), and BRE Properties, Inc., a Maryland
corporation (the “Company”), as of this, day of,.

    


    RECITALS

    WHEREAS,
the Executive and the Company are parties to an Amended and Restated Employment
Agreement (“Agreement”) entered on;

    


    WHEREAS,
the provisions in the Agreement are incorporated into this Release as if fully
re-written herein;

    


    NOW,
THEREFORE, in consideration of the foregoing promises, the mutual covenants and
promises contained herein and in the Agreement, the releases set forth herein,
other good and valuable consideration, receipt of which is hereby acknowledged,
it is hereby agreed by the Executive and the Company as follows:

    


    AGREEMENT

    


    1.           Release
Of Claims.

    


    A.           Executive’s
Release Of Claims.  In consideration of the benefits under
Section 9 of the Employment Agreement and any reference to rights or benefits
set forth therein, the Executive hereby waives all rights under Section 1542 of
the Civil Code of the State of California.  Section 1542
provides:

    


    A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of  executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.

    


    Notwithstanding
the provisions of Section 1542 of the Civil Code of the State of California, the
Executive hereby irrevocably and unconditionally releases and forever discharges
the Company, and each and all of its related entities and its officers,
directors, employees, agents, and representatives and their successors and
assigns, and all persons acting by, through, under, or in concert with any of
them, from any and all charges, complaints, claims, and liabilities of any kind
or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter
referred to as “Executive Claims”), which the Executive at any time had or
claims to have or which the Executive at any time may have or claim to have
regarding incidents that have occurred as of the date of this Release,
including, without limitation, any and all Executive Claims relating to the
Executive’s employment or the termination of the Executive’s employment with the
Company.  It is expressly understood by the Executive that among the
various rights and claims being waived in this Release are those arising under
the Age Discrimination in Employment Act of 1967, the United States and
California Constitutions, California common law, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act,
state and federal family leave acts, the California Fair Employment and Housing
Act, the Employee Retirement Income Security Act, and any and all federal and
state executive orders and other statutes and regulations.  The
parties understand that the waived Executive Claims include all actions, claims
and grievances, whether actual or potential, known or unknown, and specifically
but not exclusively, all claims regarding offenses that have occurred as of the
date of this Release, including claims arising out of the Executive’s employment
and the termination of that employment with the Company.  All such
claims (including related attorneys’ fees and costs) are forever barred by this
Release without regard to whether those claims are based on any alleged breach
of a duty arising in contract or tort, or any alleged unlawful act, including,
without limitation, discrimination or harassment, any other claim or cause of
action, and regardless of the forum in which it might be brought.  The
foregoing notwithstanding, the parties understand and agree that the following
Executive Claims are not released: (a) claims for indemnification due under
Section 7237 of the California Corporations Code; (b) claims for indemnification
due under Section 2802 of the California Labor Code; (c) claims for
indemnification under the Company’s By-Laws, or otherwise; (d) any rights to
coverage under any Company Director’s and Officers liability policy; (e) claims
for workers’ compensation benefits; (f) claims for unemployment insurance
benefits; (g) claims for vested retirement benefits; and (h) claims for any
benefits that the Executive has under the Employment Agreement. .

     

    
      
         

      

      
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    B.           Company’s
Release Of Claims.  The Company hereby waives all rights under
Section 1542 of the Civil Code of the State of California.  Section
1542 provides:

    


    A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of  executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.

    


    Notwithstanding
the provisions of Section 1542 of the Civil Code of the State of California, the
Company hereby irrevocably and unconditionally releases and forever discharges
the Executive, and each of the Executive’s agents, representatives, successors
and assigns, from any and all charges, complaints, claims, and liabilities of
any kind or nature whatsoever, known or unknown, suspected or unsuspected
excluding any claims that may hereafter arise pursuant to Section 3.4 of the
Agreement requiring Executive to repay any incentive compensation to be recouped
by Company or any similar provision in any other agreement between Company and
Executive relating to incentive compensation that the Company is required to
recoup under a compensation policy that the Company is required to adopt in
order for the Company to comply with applicable laws or regulations or
requirements of the stock exchange(s) upon which the Company’s securities are
listed (hereinafter referred to as “Company Claims”), which the Company at any
time had or claims to have or which the Company at any time may have or claim to
have regarding incidents that have occurred as of the date of this Release,
including, without limitation, any and all charges relating to the Executive’s
employment relationship with the Company.  The released Company Claims
include all actions, claims and grievances, whether actual or potential, known
or unknown, and specifically but not exclusively, all claims regarding offenses
that have occurred as of the date of this Release, including Company Claims
arising out of the Executive’s employment relationship with the
Company.  All such Company Claims (including related attorneys’ fees
and costs) are forever barred by this Release without regard to whether those
claims are based on any alleged breach of a duty arising in contract or tort,
any alleged unlawful act, any other claim or cause of action, and regardless of
the forum in which it might be brought.

    


    2.     Knowing
And Voluntary Release.

    


    The
Executive understands and agrees that the Executive:

    


    A.         Is
entitled to, but need not take, a full twenty-one (21) days within which to
consider this Release before executing it;

    


    B.         Has
carefully read and fully understands all the provisions of this
Release;

    


    
      
         

      

      
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    C.         Is,
through this Release, releasing the Company, its related entities, and each and
all of its officers, directors, employees, agents, and representatives, of any
and all claims the Executive may have against them;

    


    D.         Knowingly
and voluntarily agrees to all the terms set forth in this Release;

    


    E.         Knowingly
and voluntarily intends to be legally bound to this Release;

    


    F.         Was
advised and hereby is advised in writing to consider the terms of this Release
and consult with an attorney of the Executive’s choice prior to execution of
this Release;

    


    G.         Has
a full seven (7) days following the execution of this Release to revoke this
Release and has been advised in writing that the Release shall not become
effective or enforceable until the revocation period has expired;
and

    


    H.         Understands
that rights or claims under the Age Discrimination in Employment Act of 1967
that may arise after the date of this Release is executed are not
waived.

    


    3.           Miscellaneous.

    


    3.1           No
effect.  This Release shall not affect any claim which cannot
be waived by private agreement.

    


    3.2           Binding
Effective Agreement.  This Release shall be binding on the
Executive, and upon the Executive’s heirs, administrators, representatives,
executors, successors and permitted assigns, and shall inure to the benefit of
the Company, its related entities, and its officers, directors, employees,
agents, and representatives, and to its administrators, executors, successors
and assigns.  The Executive expressly warrants that the Executive has
not transferred to any person or entity any rights, causes of action, or claims
released in the Release.

    


    3.3.           Entire
Agreement.  The Agreement and
this Release set forth the entire agreement between the parties and fully
supersede any and all prior agreements or understandings, written or oral,
between the parties pertaining to the subject matter of the Agreement and this
Release.  This Release may not be modified or amended.  If
any provision of this Release or the application thereof is held invalid, the
invalidity shall not affect the other provisions or applications of this Release
which can be given effect without the invalid provisions or applications, and to
this end the provisions of this Release are declared to be
severable.  This Release may not be assigned without the express
written consent of the non-assigning party.  In the event any dispute
arises in regard to the interpretation of this Release, the parties agree this
Release shall not be deemed to have been drafted by one or the other, and that
any rules of construction to the affect that any ambiguities are to be resolved
against the drafting party shall not be applicable.

    


    4.           Proprietary
And Confidential Information.

    


    Any agreements the Executive may have
signed with the Company concerning trade secrets, secrecy, new products, ideas,
inventions, business plans, inventions, and confidential data will remain in
full force and effect.  The Executive shall return to the Company on
or before the Executive’s final date of employment with the Company, and not
take, copy, use, or distribute in an form or manner, Company documents or
information which is proprietary and/or confidential, including, but not limited
to, lists of customers or potential customers, lists of investors or potential
investors, financial information, business and strategic plans, software
programs and codes, access codes, and other similar confidential materials or
information.  The Executive further agrees to return all Company
property by the Executive’s final date of employment.  It is
understood and agreed that any unauthorized use of Company proprietary or
confidential information under this provision voids the Company’s obligation to
provide Compensation Upon Termination as described in Section 8 of the
Agreement.

     

    
      
         

      

      
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    5.           Cooperation.

    


    The Executive agrees to assist the
Company in defending or prosecuting any claim which arose or may arise or
continue after the Executive’s cessation of employment with the
Company.  Such assistance shall include, but not be limited to the
Executive being reasonably available as a witness for the Company regardless of
the location of the deposition or trial, being reasonably prepared for
testimony, and providing the Company and its counsel with information or
materials within the Executive’s knowledge related to the Executive’s employment
or pertinent to the claim.  The Company agrees to reimburse the
Executive only for out-of-pocket expenses (including travel) actually incurred
by the Executive in providing assistance at the Company’s request pursuant to
this provision.

    


    6.           Arbitration.

     

    6.1         Executive
and the Company each agree that any and all controversy pertaining to the
subject matter of this Release, including but not limited to, those involving
construction or application or performance of any terms, provisions, or
conditions of this Release, shall be resolved by binding arbitration in San
Francisco, California.  This Release does not prohibit either party
from seeking provisional injunctive relief, pursuant to California Code of Civil
Procedure Section 1281.8.

     

    6.2         The
dispute will be arbitrated in accordance with the then-current rules of the
American Arbitration Association applicable to employment disputes. The Company
agrees to pay the fees and expenses for the arbitration, except those related to
the Executive’s legal fees and costs.  The parties agree to file any
demand for arbitration within the time limit established by the applicable
statute of limitations for the asserted claims or within one year of the conduct
that forms the basis of the claim if the claim asserts a breach of express or
implied contract. The failure to demand arbitration within the prescribed time
period shall result in waiver of said claims. THE PARTIES UNDERSTAND AND AGREE
THAT THEY ARE WAIVING THEIR RIGHTS TO BRING SUCH CLAIMS TO COURT, INCLUDING THE
RIGHT TO A JURY TRIAL.

     

    IN WITNESS WHEREOF, this Release has
been executed as of the date first above written.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          BRE Properties,
    Inc.

                                        	 	
                                          Executive

                                        	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
               

            

            
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