**Exhibit10.42**

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**EMPLOYMENT AGREEMENT**

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AGREEMENT (“**Agreement**”), dated as of July 23, 2007 (“**Effective Date**”) by andamong Centro Watt Management Joint Venture 2 LP, (“**CWMJV**”), Centro Properties Group, an entity listed on theAustralian Securities Exchange (“**Centro**”) (collectively referred to as “**Company**”) and Glenn J.Rufrano (“**Executive**”).

 

**R**ECITAL

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CWMJV desires to employ Executive as of theEffective Date, on the terms and conditions set forth in this Agreement, andExecutive desires to be so employed.

 

**AGREEMENT**

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IN CONSIDERATION of the premises and the mutualcovenants set forth below, the parties hereby agree as follows:

 

1.             Employment.  CWMJV hereby agrees to employ Executive andExecutive hereby agrees to accept such employment, on the terms and conditionshereinafter set forth.

 

2.             Prior Agreements.  The Parties hereby agree that this Agreementterminates and supersedes the Employment Agreement between Executive and NewPlan Realty Trust, Inc. dated as of March 15, 2005 (“**Prior Employment Agreement**”)and that any provisions of the Prior Employment Agreement that specificallysurvive closing are hereby waived and deemed to be null and void and no forceor effect.  Accordingly, as of theEffective Date, neither the Company (or Centro NP LLC, the corporate successorto New Plan Excel Realty Trust, Inc.) nor the Executive shall have anyrights or obligations pursuant to the Prior Employment Agreement; provided,however, that prior service with New Plan Realty Trust, Inc will be recognizedfor all relevant purposes including, without limitation, Sections 6(e) and(f) of this Agreement.

 

3.             Term.  Executive’s employment by CWMJV hereundershall commence on the Effective Date and shall continue for one (1) year (“**Original Term**”).  The term of employment hereunder shallthereafter be automatically extended for an unlimited number of additionalone-year periods (each, an “**Additional Term**”), and together with the Original Term and anyAdditional Terms, the “**Term**”) unless, at least 180 days prior to the expirationof the Term, either the Executive or the Company gives written notice to theother that it is electing not to so extend the Term.  Notwithstanding the foregoing, the Term maybe earlier terminated in strict accordance with the provisions of Section 7hereof, but subject to the provisions of Section 9 hereof.  At the time Executive ceases to be afull-time employee of CWMJV, the Executive agrees that he shall resign from anyoffice he holds with Company and its subsidiaries and any entity in control of,controlled by or under common control with the Company or in which the Companyowns any common or preferred stock or any ownership interest or any entity incontrol of, controlled by or under common control with such entity (“**Affiliate**”).

 

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4.             Position and Duties.

 

Chief Executive Officer.  During the Term, the Executive shall serve asthe Chief Executive Officer of all United States operations of Centro and itsAffiliates (“**Centro US**”); shall have all authorities, duties andresponsibilities customarily exercised by an individual serving as the ChiefExecutive Officer of an entity of the size and nature of Centro US; shall havesuch other duties, authorities and responsibilities as the Centro ChiefExecutive Officer may from time to time reasonably designate, consistent withthe foregoing; and shall report directly to the Centro Chief ExecutiveOfficer.  Executive will comply with theCompany’s policies including, but not limited to, the Code of Conduct and theEmployee Trading in Securities Policy. During the Term, the Executive shall devote substantially all of hisbusiness time and efforts to the business and affairs of Centro US (unlessotherwise directed by the Centro CEO); however, nothing shall preclude theExecutive from the following:  (i) servingon the boards of a reasonable number of non-competing business entities, tradeassociations and charitable organizations, (ii) engaging in charitableactivities and community affairs, (iii) accepting and fulfilling areasonable number of speaking engagements, and (iv) managing his personalfinancial and legal affairs provided that such activities do not eitherindividually or in the aggregate interfere with the proper performance of hisduties and responsibilities hereunder and are not likely to be contrary to theCompany’s interests.  The Executive hasdisclosed to the Company a list of boards of which he is currently a member,and the Company has consented to his continued membership on such boards.  The Executive shall give prior written noticebefore joining any new business board on or after the Effective Date.

 

5.             Place of Performance.  The principal place of employment ofExecutive shall be at the Company’s US corporate offices in New York, New York.

 

6.             Compensation and Related Matters.

 

(a)           *Salary*.  During the Term, CWMJV shall pay Executive anannual base salary of not less than US$660,000 (“**Base Salary**”) Executive’s Base Salary shall be paid inapproximately equal installments in accordance with CWMJV’s customary payrollpractices.  If Executive’s Base Salary isincreased, such increased Base Salary shall then constitute the Base Salary forall purposes of this Agreement.

 

(b)           *Short Term Incentive-Bonus*.  Executive shall be eligible for an annualshort term incentive-bonus (“**STI**”) based on the achievement of certain financialgoals. For the financial year ending June 30, 2008, fifty percent of theSTI will be based on achievement of Centro Distributions per Security targetand maximum goals (as defined by the Centro Board) and fifty percent of the STIwill be based on achievement of Centro US Funds from Operations target andmaximum goals (as defined by the Centro CEO and the Centro US CEO). The targetand maximum goals for the financial year ending June 30, 2008 shall beestablished prior to July 31, 2007. If a target goal is achieved,Executive shall receive a STI of 50% of Base Salary for that STI measure. If amaximum goal is achieved, Executive shall receive a STI of 75% of Base Salaryfor that STI measure. If performance for a measure between target goal andmaximum goal is achieved, Executive shall receive a pro rata STI between 50%and 75% of Base Salary for that measure. Any payment of a prorated STI, iftarget for a measure is not achieved, shall be subject to the discretion of theCentro Board. For the financial year ending

 

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June 30, 2007, Executive shall be eligible for aguaranteed STI payment (the “**Stub STI Payment**”) between US$165,000 and US$250,000, the amount ofsuch guaranteed STI within such range to be at the discretion of the CentroBoard payable by July 31, 2007. For financial years commencing after June 30,2008, the Centro Board may change the basis upon which STI may be calculated,but if the target is achieved the Executive shall continue to receive an STIpayout of a total of 100% of Base Salary and if the maximum goal is achievedthe payout shall be a total of 150% of Base Salary (the “**STI Range**”). If Executive’semployment is terminated for any reason prior to the end of a financial year,he shall not be entitled to a prorated STI unless otherwise specifically agreedby the Centro Board. Notwithstanding anything contained herein to the contrary,a change in the basis upon which STI may be calculated after June 30, 2008(but not a reduction to the STI Range) shall not constitute a breach orviolation of this Agreement by the Company or constitute Good Reason forExecutive to terminate his employment. With the exception of the STI for thefinancial year ending June 30, 2007, all STI amounts will be paid at thefirst appropriate opportunity after June 30 of that financial year, butnot later than July 31 of that same calendar year.

 

(c)           *Long Term Incentive Compensation*. Executiveshall from time to time be invited to participate in the Centro EmployeeSecurity Plan, the Centro Executive Option Plan or other stock or optionrelated plans that may be developed in the future. The Centro Board shallperiodically review the nature and extent of such plans in line with comparablemarket practice

 

a)                                      Attached hereto as Exhibit A is an invitation from theCentro Board with respect to a grant of stock options of Centro securities tothe value of US$1,000,000. Upon submission of the invitation by the Executiveto the Company, Executive shall be granted such options and receive a writtengrant of stock options consistent with the terms of Exhibit A (the “**Option Invitation**”).

 

b)                                     Attached hereto as Exhibit B is an invitation from theCentro Board with respect to a grant of restricted shares of Centro to thevalue of US$1,000,000. Upon submission of the invitation by the Executive tothe Company, Executive shall be granted such restricted shares and receive awritten grant of restricted shares consistent with the terms of Exhibit B(the “**Stock Invitation**”).

 

(d)           *Expenses*. CWMJV shall promptlyreimburse Executive for all reasonable business expenses upon the presentationof reasonably itemized statements of such expenses in accordance with CWMJV’spolicies and procedures now in force or as such policies and procedures may bemodified with respect to all senior executive officers of CWMJV.

 

(e)           *Vacation*. Executive shall beentitled to the number of weeks of vacation per year provided to the CWMJV’ssenior executive officers, but in no event less than four (4) weeksannually.

 

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(f)            *Welfare, Pension and Incentive Benefit Plans*.During the Term, the Executive shall be entitled to participate in all employeebenefit plans, programs and arrangements made available to other CWMJV seniorexecutives generally, including, without limitation, pension, income deferral,savings, 401 (k), and other retirement plans or programs, medical, dental,vision, prescription drug, hospitalization, short-term and long-term disabilityand life insurance plans and programs, accidental death and dismembermentprotection, travel accident insurance, and any other employee benefit plan,program or arrangement that may from time to time be made available to otherCWMJV senior executives generally, including any plans, programs orarrangements that supplement the above-listed types of plans, programs orarrangements, whether funded or unfunded, subject to the terms of theapplicable plan documents and generally applicable CWMJV policies, in each caseon terms and conditions that are no less favorable to him than those applyingto other CWMJV senior executives generally. To the extent that post-retirementwelfare and other benefits then exist, the Executive shall be entitled topost-retirement welfare and other benefits on terms and conditions that are noless favorable to him than those applying to other CWMJV senior executivesgenerally. Nothing in this Section 6(f) shall be construed to requireCWMJV to establish or maintain any particular employee or post-retirementbenefit plan, program or arrangement except as expressly set forth elsewhere inthis Agreement. CWMJV may, to the extent consistent with the foregoing, alter,modify, supplement or delete its employee and post-retirement benefit plans atany time as it sees fit without recourse by the Executive, subject to the termsof this Section 6(f).

 

(g)           *No Hedging*. During the Term,Executive will not in any way attempt to limit the financial risk with respectto stock options or restricted stock which are not vested by means of anyhedging (including without limitation, selling short) or other techniques.

 

7.             Termination. Notwithstandingthe foregoing, Executive’s employment hereunder may be terminated during theTerm under the following circumstances:

 

(a)           *Death*. Executive’s employmenthereunder shall terminate upon his death.

 

(b)           *Disability*. If, as a result ofExecutive’s incapacity due to physical or mental illness, Executive shall havebeen substantially unable to perform his duties hereunder for an entire periodof one hundred twenty (120) consecutive days, and within thirty (30) days afterwritten Notice of Termination (as defined in Section 8(a)) is given aftersuch one hundred twenty (120) day consecutive period, Executive shall not havereturned to the substantial performance of his duties on a full-time basis,CWMJV shall have the right to terminate Executive’s employment hereunder for “**Disability**”, and suchtermination in and of itself shall not be, nor shall it be deemed to be, abreach of this Agreement, but shall be subject to the terms of Section 9(c).

 

(c)           *Cause*. CWMJV shall have the right toterminate Executive’s employment for Cause, and such termination in and ofitself shall not be, nor shall it be deemed to be, a breach of this Agreement;provided that no termination of the Executive’s employment hereunder for Causeshall be effective as a termination for Cause unless the provisions of this Section shallfirst have been complied with. The Executive shall be given written notice bythe Centro Chief Executive Officer of the intention to terminate him for Cause(the “**Notice of Intention**”). The Notice of Intention shall state inreasonable detail the particular circumstances 

 

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that constitute the grounds on which the proposed terminationfor Cause is based. The Executive shall have 10 days after receiving the Noticeof Intention in which to cure the purported grounds for termination assertedtherein. Termination for Cause shall be effective immediately upon the CentroChief Executive Officer’s issuance to Executive of a written Termination forCause Notice in the event that Executive fails to cure the purported grounds,for termination within such 10 day period. Any allegation that Cause existed,or that cure was not achieved, shall be subject to review, at the Executive’selection, through arbitration in accordance with Section 14 hereof.

 

For purposes of this Agreement, CWMJV shall have “**Cause**” to terminateExecutive’s employment upon Executive’s:

 

(i)            conviction of, or plea of guilty orpolo contendere to, a felony; or

 

(ii)           willful and continued failure to usereasonable best efforts to substantially perform his duties hereunder (otherthan such failure resulting from Executive’s incapacity due to physical ormental illness or subsequent to the issuance of a Notice of Termination byExecutive for Good Reason (as defined in Section 7(d)) after demand forsubstantial performance is delivered by CWMJV in writing that specifically identifiesthe manner in which CWMJV believes Executive has willfully and continuallyfailed to use reasonable best efforts to substantially perform his dutieshereunder; or

 

(iii)          willful misconduct that has amaterially adverse effect on the Company or to any Affiliate.

 

For purposes of this Section 7(c), no act, orfailure to act, by Executive shall be considered “**willful**” unless committed in bad faith and without areasonable belief that the act or omission was in the best interests of theCompany or any Affiliates thereof; provided, however, that the willfulrequirement outlined in paragraphs (ii) or (iii) above shall bedeemed to have occurred if the Executive’s action or non-action continues formore than ten (10) days after Executive has received written notice of theinappropriate action or non-action.

 

(d)           *Good Reason*. Executive may terminatehis employment for “**Good Reason**” within thirty (30) days after Executive has actualknowledge of the occurrence, without the written consent of Executive, of oneof the following events that has not been cured within thirty (30) days afterwritten notice thereof has been given by Executive to the Company; provided,however, that any allegation that Good Reason existed, or that cure was notachieved, shall be subject to review, at CWMJV’s election, through arbitrationin accordance with Section 14 hereof:

 

(i)            the assignment to Executive ofduties materially and adversely inconsistent with Executive’s status as CentroUS Chief Executive Officer or a material and adverse alteration in the natureof the following: Executive’s duties and/or responsibilities, reportingobligations, titles or authority as Chief Executive Officer;

 

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(ii)           a reduction in Executive’s Base Salaryor a failure to pay any such amounts when due;

 

(iii)          a failure by the Company to pay theStub STI Payment due June 30, 2007 as described in Section 6(b) byJuly 31, 2007;

 

(iv)          a failure by the Company to pay eitherthe First Payment or the Second Payment pursuant to Section 10 when due:

 

(v)           the relocation of Executive’s ownoffice location to a location that is more than fifty (50) miles from New York,New York;

 

(vi)          any purported termination of Executive’semployment for Cause which is not effected pursuant to the procedures of Section 7(c) (andfor purposes of this Agreement, no such purported termination shall beeffective);

 

(vii)         CWMJV’s failure to pay or provide anymaterial employee benefits due to be provided to Executive under this Agreementincluding, but not limited to, a failure to allow the Executive to participatein all employee benefit plans, programs and arrangements contemplated under Section 6(f);

 

(viii)        CWMJV’s failure to provide in allmaterial respects the indemnification set forth in Section 13 of thisAgreement, or to require any successor to assume and agree to perform thisAgreement as set forth in Section 15 of this Agreement;

 

(ix)           a Change in Control (as definedbelow);

 

(x)            a reduction in the STI Range asprovided for in Section 6(b);

 

(xi)           a failure by Centro and/or the CentroBoard to accept the Option Invitation application and/or the Stock Invitationapplication (if properly submitted by the Executive) and a failure thereafterto provide Executive with written documentation evidencing the grant of thestock options and restricted shares as provided for in Section 6(c) consistentwith the Option Invitation and the Stock Invitation; or

 

(xii)          the issuance of a notice by CWMJV toExecutive indicating that CWMJV has elected not to renew or extend the Term foran Additional Period.

 

Executive’s right to terminate his employmenthereunder for Good Reason shall not be affected by his incapacity due tophysical or mental illness. Executive’s continued employment during the thirty(30) day cure period referred to above in this paragraph (d) shall notconstitute consent to, or a waiver of rights with respect to, any act orfailure to act constituting Good Reason hereunder.

 

If Executive terminates employment hereunder forGood Reason and thereafter accepts reemployment by CWMN or any successor orAffiliate within six months of such termination of

 

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employment, Executive’stermination of employment shall retroactively not be considered a terminationfor Good Reason and Executive shall have no entitlement to any payments orbenefits pursuant to Section 9(a). To the extent Executive has alreadyreceived payments or benefits pursuant to Section 9(a), Executive shallrepay to such payments or benefits or make other equitable restitution, as theCentro Board shall determine. It is the express intent of the parties that theprovisions of this paragraph survive termination of this Agreement.

 

As provided in Section 2 of this Agreement, anysimilar provision contained in the Prior Employment Agreement is specificallywaived and notwithstanding the terms thereof shall not survive the terminationof the Prior Employment Agreement.

 

In furtherance of clause (xii) above, the issuanceof a notice by the Executive, indicating that the Executive has elected not torenew or extend the Term for an Additional Period shall not constitute GoodReason.

 

For purposes of this Agreement, a “**Change in Control**” meansthe occurrence of one of the following events:

 

(1)           any person or party not currentlyaffiliated with Centro gains control of fifty percent plus one share of Centro’sissued Stapled Securities; however, that an event described in this paragraph (1) shallnot be deemed to be a Change in Control if any of following becomes such abeneficial owner: (A) the Company or any majority-owned entity (provided,that this exclusion applies solely to the ownership levels of the Company orthe majority-owned entity), (B) any tax-qualified, broad-based employeebenefit plan sponsored or maintained by the Company or any majority-ownedentity, (C) any underwriter temporarily holding securities pursuant to anoffering of such securities, or (D) Executive or any group of personsincluding Executive (or any entity controlled by Executive or any group ofpersons including Executive);

 

(2)           Centro sells, transfers or otherwisedisposes of more than a fifty percent share of CWMJV or any Centro Affiliatethen employing Executive or more than 50% of the assets of or aggregate interestsin Centro US provided that the acquisition of ownership or such assets byanother entity within Centro or affiliated with Centro or the assignment ofExecutive to work for such entity or Affiliate shall not be considered a Changein Control, but shall still be subject to the other provisions of Section 7(d) above.

 

If a Change in Controloccurs, regardless of whether Executive elects to terminate his employment forGood Reason, all unvested stock options and restricted stock grants received byExecutive, regardless of any vesting conditions or performance and/or timehurdles, shall automatically vest 100% upon the occurrence of such Change inControl. In addition, in the event that Executive’s employment is terminated byCWMJV without Cause in contemplation of a Change in Control, thennotwithstanding any other provision of this Agreement regarding the vesting ofstock options and restricted stock grants, then all unvested stock options andrestricted stock grants received by Executive, regardless of any vestingconditions or performance and/or time hurdles, shall automatically vest 100%upon such employment termination.

 

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(e)           *Without Good Reason*. Executive shallhave the right to terminate his employment hereunder without Good Reason byproviding CWMJV with a Notice of Termination, and such termination shall not inand of itself be, nor shall it be deemed to be, a breach of this Agreement.

 

8.             Termination Procedure.

 

(a)           *Notice of Termination*. Any terminationof Executive’s employment by CWMJV or by Executive during the Term (other thantermination pursuant to Section 7(a)) shall be communicated by writtenNotice of Termination to the other party hereto in accordance with Section 16.For purposes of this Agreement, a “**Notice of Termination**” shall mean a notice which shall indicate thespecific termination provision in this Agreement relied upon and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of Executive’s employment under the provision soindicated.

 

(b)           *Date of Termination*. “**Date of Termination**” shallmean (i) if Executive’s employment is terminated by his death, the date ofhis death, (ii) if Executive’s employment is terminated pursuant to Section 7(b),thirty (30) days after Notice of Termination (provided that Executive shall nothave returned to the substantial performance of his duties on a full-time basisduring such thirty (30) day period), or (iii) if Executive’s employment isterminated for any other reason (other than for Cause), the date on which aNotice of Termination is given or any later date (within thirty (30) days afterthe giving of such notice) set forth in such Notice of Termination.

 

9.             Compensation Upon Termination orDuring Disability. In the event Executive is disabled or his employmentterminates during the Term, CWMJV shall provide Executive with the payments andbenefits set forth below; provided, however, as a specific condition to beingentitled to any payments or benefits under this Section 9, Executive musthave resigned all offices and positions with Centro and all of its subsidiariesand Affiliates and must have joined CWMJV in having executed a mutual releaseof Centro, CWMJV and their respective Affiliates, in the form attached heretoas Exhibit C. Executive acknowledges and agrees that the payments setforth in this Section 9 constitute liquidated damages for termination ofhis employment during the Term.

 

(a)           *Termination By CWMJV Without Cause or By Executivefor Good Reason*. If Executive’s employment is terminated byCWMJV without Cause or by Executive for Good Reason:

 

(i)            CWMJV shall pay to Executive hisBase Salary and accrued vacation pay through the Date of Termination, as soonas practicable following the Date of Termination; and

 

(ii)           CWMJV shall pay to Executive as soonas practicable following the Date of Termination, a lump-sum payment equal totwelve months of his Base Salary and the average STI received by Executive forthe two (2) preceding fiscal years ending on or prior to termination or,where necessary to calculate the average due to a termination prior to thecompletion of two (2) fiscal years with 

 

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CWMJV, those bonus paymentsreceived by Executive from New Plan Excel Realty Trust, Inc. during therelevant period required to permit a two (2) year average calculation;

 

(iii)          CWMJV shall reimburse Executivepursuant to Section 6(d) for reasonable expenses incurred, but notpaid prior to such termination of employment;

 

(iv)          Executive shall be entitled to anyother rights, compensation and/or benefits as may be due to Executive inaccordance with the terms and provisions of any agreements, plans or programsof CWMJV;

 

(v)           Unless otherwise provided herein,unvested stock options and restricted stock granted to Executive that vestbased on performance shall be forfeited immediately unless the Centro Boarddecides otherwise;

 

(vi)          CWMJV shall maintain in full force andeffect, for the continued benefit of Executive, his spouse and his dependentsfor a period of one (1) year following the Date of Termination themedical, hospitalization, dental, and life insurance programs in whichExecutive, his spouse and his dependents were participating immediately priorto the Date of Termination at the level in effect and upon substantially thesame terms and conditions (including without limitation contributions requiredby Executive for such benefits) as existed immediately prior to the Date ofTermination; provided, that if Executive, his spouse or his dependents cannotcontinue to participate in the CWMJV programs providing such benefits, CWMJVshall arrange to provide Executive, his spouse and his dependents with theeconomic equivalent of such benefits which they otherwise would have beenentitled to receive under such plans and programs (“**Continued Benefits**”), provided, that such Continued Benefits shallterminate on the date or dates Executive receives substantially equivalentcoverage and benefits, without waiting period or pre-existing conditionlimitations, under the plans and programs of a subsequent employer (suchcoverage and benefits to be determine on a coverage-by-coverage, orbenefit-by-benefit, basis);

 

(vii)         CWMJV shall pay to Executive as soon aspracticable following the Date of Termination the First Payment and the SecondPayment to the extent either has not already been received by the Executive.

 

The foregoing notwithstanding, the total of theseverance payments payable under this Section 9(a) shall be reducedto the extent the payment of such amounts would cause Executive’s totaltermination benefits (as determined by Executive’s tax advisor) to constitutean “**excess**”parachute payment under Section 280G of the Internal Revenue Code of 1986,as amended (the “**Code**”)and by reason of such excess parachute payment Executive would be subject to anexcise tax under Section 4999(a) of the Code, but only if Executivedetermines that the after-tax value of the termination benefits calculated withthe foregoing restriction exceed those calculated without the foregoingrestriction.

 

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(b)                                 *Cause or By Executive Without Good Reason*. If Executive’s employment is terminated by CWMJV for Causeor by Executive (other than for Good Reason):

 

(i)            CWMJV shall pay Executive his BaseSalary and, to the extent required by law or CWMJV vacation policy, his accruedvacation pay through the Date of Termination, as soon as practicable followingthe Date of Termination; and

 

(ii)           CWMJV shall reimburse Executivepursuant to Section 6(d) for reasonable expenses incurred, but notpaid prior to such termination of employment, unless such termination resultedfrom a misappropriation of funds; and

 

(iii)          Executive shall be entitled to anyother rights, compensation and/or benefits as may be due to Executive inaccordance with the terms and provisions of any agreements, plans or programsof CWMJV;

 

(c)           *Disability*. During any period thatExecutive fails to perform his duties hereunder as a result of incapacity dueto physical or mental illness (“**Disability Period**”), Executive shall continue to receive his fullBase Salary set forth in Section 6(a) until his employment isterminated pursuant to Section 7(b). In the event Executive’s employmentis terminated for Disability pursuant to Section 7(b):

 

(i)            CWMJV shall pay to Executive hisBase Salary and accrued vacation pay through the Date of Termination, as soonas practicable following the Date of Termination, and continued Base Salary (asprovided for in Section 6(a)) for six (6) months; and

 

(ii)           CWMJV shall reimburse Executivepursuant to Section 6(d) for reasonable expenses incurred, but notpaid prior to such termination of employment;

 

(iii)          Unvested stock options and restrictedstock granted to Executive that vest based on performance shall be forfeitedimmediately unless the Centro Board decides otherwise;

 

(iv)          Executive shall be entitled to anyother rights, compensation and/or benefits as may be due to Executive inaccordance with the terms and provisions of any agreements, plans or programsof the CWMJV;

 

(v)           CWMJV shall pay to Executive theFirst Payment and the Second Payment-to the extent either has not already beenreceived by the Executive.

 

(d)           *Death*. If Executive’s employment isterminated by his death:

 

(i)            CWMJV shall pay in a lump sum toExecutive’s beneficiary, legal representatives or estate, as the case may be,Executive’s Base Salary through the Date of Termination and one (1) timesExecutive’s annual rate of Base Salary;

 

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(ii)           CWMJV shall reimburse Executive’sbeneficiary, legal representatives, or estate, as the case may be, pursuant to Section 6(d) forreasonable expenses incurred, but not paid prior to such termination ofemployment;

 

(iii)          Unvested stock options and restrictedstock granted to Executive that vest based on performance shall be forfeitedimmediately unless the Centro Board decides otherwise;

 

(iv)          Executive’s beneficiary, legalrepresentatives or estate, as the case may be, shall be entitled to any otherrights, compensation and benefits as may be due to any such persons or estatein accordance with the terms and provisions of any agreements, plans orprograms of CWMJV;

 

(v)           CWMJV shall pay to Executive theFirst Payment and the Second Payment-to the extent either has not already beenreceived by the Executive.

 

10.           Retention Bonus. CWMJV agreesto pay the Executive $3,000,000 (Three Million Dollars) in consideration ofExecutive entering into this Agreement (the “**Retention Bonus**”). The Retention Bonus shall be payable in twoparts; (i) fifty percent (50%) of the Retention Bonus shall be paid within5 business days of the date of execution of this Agreement (the “**First Payment**”), subject tothe forfeiture rule described in the next sentence, and (ii) exceptfor such earlier payment as may be required by Sections 9(a), 9(c) or9(d), the remaining fifty percent (50%) of the Retention Bonus shall be paid onApril 20, 2009 (the “**Second Payment**”). If Executive terminates his employment under Section 9(b) priorto October 19, 2007, Executive promptly shall repay the amount of theFirst Payment (and provided Executive has not terminated his employment under Section 9(b) priorto October 19, 2007, the First Payment shall be irrevocable and notsubject to any repayment after October, 19, 2007). In addition, if Executiveterminates employment under Section 9(b) prior to April 20,2009, Executive shall forfeit the Second Payment. In addition, in the eventthat CWMJV issues a notice to Executive indicating that CWMJV has elected notto renew or extend the Term for an Additional Period such that this Agreementwill expire upon the one year anniversary of the date of this Agreement, then,in addition to the other rights and benefits afforded Executive pursuant to Section 9(a),the Second Payment shall be due and payable simultaneously with CWMJV providingsuch non-renewal/non-extension notice.

 

11.           Mitigation. Executive shallnot be required to mitigate amounts payable under this Agreement by seekingother employment or otherwise, and there shall be no offset against amounts dueExecutive under this Agreement on account of subsequent employment. Additionally,amounts owed to Executive under this Agreement shall not be offset by anyclaims CWMJV may have against Executive, and CWMJV’s obligation to make thepayments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any other circumstances,including, without limitation, any counterclaim, recoupment, defense or otherright which CWMJV may have against Executive or others.

 

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12.           ConfidentialInformation; Ownership of Documents; Non-Competition.

 

(a)           *Confidential Information*.  Executive shall hold in a fiduciary capacityfor the benefit of the Company all trade secrets and confidential information,knowledge or data relating to the Company and its businesses and investments,which shall have been obtained by Executive during Executive’s employment byCWMJV and which is not generally available public knowledge (other than by actsby Executive in violation of this Agreement). Except as may be required or appropriate in connection with his carryingout his duties under this Agreement, Executive shall not, without the priorwritten consent of CWMJV or as may otherwise be required by law or any legalprocess, or as is necessary in connection with any adversarial proceedingagainst the Company (in which case Executive shall use his reasonable bestefforts in cooperating with the Company in obtaining a protective order againstdisclosure by a court of competent jurisdiction), communicate or divulge anysuch trade secrets, information, knowledge or data to anyone other than theCompany and those designated by the Company or on behalf of the Company in thefurtherance of its business or to perform duties hereunder.

 

(b)           *Removal of Documents; Rights to Products*.  All records, files, drawings, documents,models, equipment, and the like relating to the Company’s business, whichExecutive has control over shall not be removed from the Company’s premiseswithout its written consent, unless such removal is in the furtherance of theCompany’s business or is in connection with Executive’s carrying out his dutiesunder this Agreement and, if so removed, shall be returned to the Companypromptly after termination of Executive’s employment hereunder, or otherwisepromptly after removal if such removal occurs following termination ofemployment.  Executive shall assign tothe Company all rights to trade secrets and other products relating to theCompany’s business developed by him alone or in conjunction with others at anytime while employed by the Company.

 

(c)           *Injunctive Relief*.  In the event of a breach or threatened breachof this Section 12, Executive agrees that CWMJV shall be entitled toinjunctive relief in a court of appropriate jurisdiction to remedy any suchbreach or threatened breach, Executive acknowledging that damages would beinadequate and insufficient.

 

(d)           *Continuing Operation*.  Except as specifically provided in this Section 12,the termination of Executive’s employment or of this Agreement shall have noeffect on the continuing operation of this Section 12.

 

13.           Indemnification.

 

(a)           *General*.  CWMJV agrees that if Executive is made aparty or a threatened to be made a party to any action, suit or proceeding,whether civil, criminal, administrative or investigative (a “**Proceeding**”), by reason ofthe fact that Executive is or was a trustee, director or officer of the Companyor any subsidiary of the Company or is or was serving at the request of theCompany or any subsidiary as a trustee, director, officer, member, employee oragent of another corporation or a partnership, joint venture, trust or otherenterprise, including, without limitation, service with respect to employeebenefit plans, whether of not the basis of such Proceeding is alleged action inan official capacity as a trustee, director, officer, member,

 

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employee or agent while, serving as atrustee, director, officer, member, employee or agent, Executive shall beindemnified and held harmless by the Company to the same extent as otherofficers and directors, as in effect from time to time, against all Expensesincurred or suffered by Executive in connection therewith, and suchindemnification shall continue as to Executive even if Executive has ceased tobe an officer, director, trustee or agent, or is no longer employed by theCompany and shall inure to the benefit of his heirs, executors andadministrators.

 

(b)           *Expenses*.  As used in this Agreement, the term “**Expenses**” shall include,without limitation, damages, losses, judgments, liabilities, fines, penalties,excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, anddisbursements and costs of attachment or similar bonds, investigations, and anyexpenses of establishing a fight to indemnification under this Agreement.

 

(c)           *Enforcement*.  If a claim or request under this Agreement isnot paid by CWMJV or on its behalf, within thirty (30) days after a writtenclaim or request has been received by CWMJV, Executive may at any timethereafter bring suit against CWMJV to recover the unpaid amount of the claimor request and, if Executive prevails in respect to the material issues,Executive shall be entitled to be paid also the Expenses of prosecuting such suit.  All obligations for indemnification hereundershall be subject to, and paid in accordance with, applicable New York law.

 

(d)           *Partial Indemnification*.  If Executive is entitled under any provisionof this Agreement to indemnification by CWMJV for some or a portion of anyExpenses, but not, however, for the total amount thereof, CWMJV, shallnevertheless indemnify Executive for the portion of such Expenses to whichExecutive is entitled.

 

(e)           *Advances of Expenses*.  Expenses incurred by Executive in connectionwith any Proceeding shall be paid by CWMJV in advance upon request of Executivethat CWMJV pay such Expenses; but only in the event that Executive shall havedelivered in writing to CWMJV (i) an undertaking to reimburse CWMJV forExpenses with respect to which Executive is not entitled to indemnification and(ii) an affirmation of his good faith belief that the standard of conductnecessary for indemnification by CWMJV has been met.

 

(f)            *Notice of Claim*.  Executive shall give to CWMJV notice of any claimmade against him for which indemnification will or could be sought under thisAgreement.  In addition, Executive shallgive CWMJV such information and cooperation as it may reasonably require and asshall be within Executive’s power and at such times and places as areconvenient for Executive.

 

(g)           *Defense of Claim*.  With respect to any Proceeding as to whichExecutive notifies CWMJV of the commencement thereof.

 

(i)            CWMJV will be entitled toparticipate therein at its own expense;

 

and

 

(ii)           Except as otherwise provided below,to the extent that it may wish, CWMJV will be entitled to assume the defensethereof, with counsel reasonably 

 

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satisfactory toExecutive, which in CWMJV’s sole discretion may be regular counsel to CWMJV andmay be counsel to other officers and directors of CWMJV or any subsidiary.  Executive also shall have the right to employhis own counsel in such action, suit or proceeding if he reasonably concludesthat failure to do so would involve a conflict of interest between CWMJV andExecutive, and under such circumstances the fees and expenses of such counselshall be at the expense of CWMJV.

 

(iii)          CWMJV shall not be liable to indemnifyExecutive under this Agreement for any amounts paid in settlement of any actionor claim effected without its written consent. CWMJV shall not settle any action or claim in any manner which wouldimpose any penalty or limitation on Executive without Executive’s writtenconsent.  Neither CWMJV nor Executivewill unreasonably withhold or delay their consent to any proposed settlement.

 

(h)           *Non-exclusivity*.  The right to indemnification and the paymentof expenses incurred in defending a Proceeding in advance of its finaldisposition conferred in this Section 13 shall not be exclusive of anyother right which Executive may have or hereafter may acquire under anystatute, provision of the declaration of trust or certificate of incorporationor by-laws of CWMJV or any subsidiary, agreement, vote of shareholders ordisinterested directors or trustees or otherwise.

 

14.           Disputes.

 

Any claim arising out of or relating to thisAgreement, any other agreement between the Executive and Company or itsAffiliates, the Executive’s employment with or any termination thereof(collectively, “Covered Claims”) shall (except to the extent otherwiseprovided in Section 12(c) hereof with respect to certain requests forinjunctive relief) be resolved by binding confidential arbitration, to be heldin New York, New York in accordance with the Commercial Arbitration Rules (andnot the National Rules for Resolution of Employment Disputes) of theAmerican Arbitration Association and this Section 14 and each of CWMJV,Centro and Executive submits to jurisdiction in New York, New York for sucharbitration.  Judgment upon the awardrendered by the arbitrator(s) may be entered in any court having jurisdictionthereof.  CWMJV shall reimburse Executivefor all legal fees and expenses reasonably incurred by Executive in connectionwith such contest or dispute, but only if Executive prevails in respect of thematerial issues in dispute of Executive’s claims brought and pursued inconnection with such contest or dispute. Such reimbursement shall be made as soon as practicable following the finalresolution of such contest or dispute to the extent CWMJV receives reasonablewritten evidence of such fees and expenses.

 

15.           Successors;Binding Agreement.

 

(a)           *Company’s Successors*.  No rights or obligations of CWMJV under thisAgreement may be assigned or transferred except that CWMJV will require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of CWMJVor Centro to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that CWMJV and/or 

 

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Centro would be required to perform it if nosuch succession had taken place.  As usedin this Agreement, “**Company**” or “**CWMJV**” shall mean the Company or CWMJV, respectively, asherein before defined and any successor to its business and/or assets (bymerger, purchase or otherwise) which executes and delivers the agreementprovided for in this Section 15 or which otherwise becomes bound by allthe terms and provisions of this Agreement by operation of law.

 

(b)           *Executive’s Successors*.  No rights or obligations of Executive underthis Agreement may be assigned or transferred by Executive other than hisrights to payments or benefits hereunder, which may be transferred only by willor the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executivehereunder shall inure to the benefit of and be enforceable by Executive’sbeneficiary or beneficiaries, personal or legal representatives, or estate, tothe extent any such person succeeds to Executive’s interests under thisAgreement.  Executive shall be entitledto select and change a beneficiary or beneficiaries to receive any benefit orcompensation payable hereunder following Executive’s death by giving CWMJVwritten notice thereof.  In the event ofExecutive’s death or a ,judicial determination of his incompetence, referencein this Agreement to Executive shall be deemed, where appropriate, to refer tohis beneficiary(ies), estate or other legal representative(s).  If Executive should die following his Date ofTermination while any amounts would still be payable to him hereunder if he hadcontinued to live, all such amounts unless otherwise provided herein shall bepaid in accordance with the terms of this Agreement to such person or personsso appointed in writing by Executive, or otherwise to his legal representativesor estate.

 

16.           Notice.  All notices or other communications which arerequired or permitted hereunder shall be in writing and sufficient if deliveredpersonally, or sent by nationally-recognized, overnight courier or byregistered or certified mail, return receipt requested and postage prepaid,addressed as follows:

 

If to Executive:

 

Mr. GlennJ. Rufranoc/o Centro Watt Management Joint Venture 2 LP420 Lexington Avenue7th FloorNew York, NY 10070

 

If to Centro:

 

CentroProperties GroupLevel 3, 235 Springvale RoadGlen Waverley, VIC 3150AUSTRALIAAttention:  Andrew T. Scott

 

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If to CWMJV:

 

Centro WattManagement Joint Venture 2 LP420 Lexington Avenue7th FloorNew York, NY 10070Attention:  Steven F. Siegel

 

or to suchother address as any party may have furnished to the others in writing inaccordance herewith.  All such noticesand other communications shall be deemed to have been received (a) in thecase of personal delivery, on the date of such delivery, (b) in the caseof delivery by nationally-recognized, overnight courier, on the business dayfollowing dispatch and (c) in the case of mailing, on the third businessday following such mailing.

 

17.           Miscellaneous.  No provisions of this Agreement may beamended, modified, or waived unless such amendment or modification is agreed toin writing signed by Executive and by a duly authorized officer of CWMJV, andsuch waiver is set forth in writing and signed by the party to be charged.  No waiver by either party hereto at any timeof any breach by the other party hereto of any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.  No agreements orrepresentations, oral or otherwise, express or implied, with respect to thesubject matter hereof have been made by either party which are not set forthexpressly in this Agreement.  Therespective rights and obligations of the parties hereunder of this Agreementshall survive Executive’s termination of employment and the termination of thisAgreement to the extent necessary for the intended preservation of such rightsand obligations.  The validity,interpretation, construction and performance of this Agreement shall begoverned by the laws of the State of New York without regard to its conflictsof law principles.

 

18.           Jurisdiction.  Subject to the obligations with respect toarbitration as provided in Section 14 hereof, CWMJV, Centro and Executiveeach submits to the jurisdiction of any New York State Court or Federal Courtof the United States of America sitting in the borough of Manhattan, and anyappellate court from any such court, in any suit, action or proceeding arisingout of or relating to this Agreement, or for recognition or enforcement of anyjudgment, and each hereby agrees that all claims in respect of any such suit,action or proceeding shall be brought in and may be heard and determined insuch New York State Court or, to the extent permitted by law, in such FederalCourt.  CWMJV, Centro and Executive eachwaives, to the fullest extent it may legally and effectively do so, anyobjection which it may now or hereafter have to the laying of venue of anysuit, action or proceeding arising out of or relating to this Agreement in any NewYork State Court or Federal Court sitting in the borough of Manhattan.

 

19.           Validity.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain infull force and effect.

 

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20.           Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

 

21.           Entire Agreement.  This Agreement sets forth the entireagreement of the parties hereto in respect of the subject matter containedherein and supersede all prior agreements, promises, covenants, arrangements,communications, representations or warranties, whether oral or written, by anyofficer, director, employee or representative of any party hereto in respect ofsuch subject matter.  Any prior agreementof the parties hereto in respect of the subject matter contained herein ishereby terminated and canceled.

 

22.           Withholding.  All payments hereunder shall be subject toany required withholding of Federal, state and local taxes pursuant to anyapplicable law or regulation.

 

23.           Noncontravention.  CWMJV represents that CWMJV is not preventedfrom entering into, or performing this Agreement by the terms of any law,order, rule or regulation, its by-laws or certificate of incorporation, orany agreement to which it is a party, other than which would not have amaterial adverse effect on CWMJV’s ability to enter into or perform thisAgreement.  Executive represents to CWMJVthat he is not a party to any contract that would preclude him from acceptingemployment as Chief Executive Officer of Centro US and he has no reason tobelieve that accepting employment as Chief Executive Officer of Centro US wouldresult in a disclosure of any confidential information of any prior employer.

 

24.           Section Headings.  The section headings in this Agreement arefor convenience of reference only, and they form no part of this Agreement andshall not affect its interpretation.

 

25.           Centro PropertiesGroup.  Centro is executing thisAgreement as a guarantor of all obligations of CWMJV hereunder and by itsexecution hereof agrees to all of the terms and conditions of this Agreement.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement on the date first above written.

 

 
|   | CENTRO  PROPERTIES GROUP                    |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Andrew  T. Scott |
|   |                                        | Name: | Andrew T.  Scott |
|   |                                        | Title:   Chief  Executive Officer |
|   |                                        |
|   |                                        |
|   | CENTRO WATT  MANAGEMENT JOINT  VENTURE 2 LP |

 

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|   | By:                   | /s/ Andrew  T. Scott |
|--------|-----------------------|----------------------|
|   |                  | Name:                | Andrew T.  Scott |
|   |                  | Title:               | Chief  Executive Officer |
|   |                  |                 | Centro Properties  Group |
|   |                  |
|   |                  |
|   | /s/ Glenn J.  Rufrano |
|   | GLENN J.  RUFRANO     |
|        |                       |                      |  |  |

 

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