**Exhibit 10.43**

** **

**EMPLOYMENT AGREEMENT**

 

AGREEMENT (“**Agreement**”), dated as of July 23,2007 (“**EffectiveDate**”) by and among Centro Watt Management Joint Venture 2 LP, (“**CWMJV**”),Centro Properties Group, an entity listed on the Australian Securities Exchange(“**Centro**”)(collectively referred to as “**Company**”) and Dean Bernstein (“**Executive**”).

 

**R**ECITAL

 

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**

 

IN CONSIDERATION of the premises and themutual covenants 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 Agreement terminates and supersedesthe Employment Agreement between Executive and New Plan Realty Trust, Inc.dated as of September 25, 1998 (“**PriorEmployment Agreement**”) and that any provisions of the PriorEmployment Agreement that specifically survive closing are hereby waived anddeemed to be null and void and no force or effect.  Accordingly, as of the Effective Date,neither the Company (or Centro NP LLC, the corporate successor to New PlanExcel Realty Trust, Inc.) nor the Executive shall have any rights orobligations pursuant to the Prior Employment Agreement; provided, however, thatprior service with New Plan Realty Trust, Inc. will be recognized for allrelevant purposes including, without limitation, Sections 6(e) and (f) ofthis Agreement.

 

3.             Term. Executive’s employment by CWMJV hereunder shall commence on theEffective Date and shall continue for one (1) year (“**Original Term**”).  The term of employment hereunder shallthereafter be automatically extended for an unlimited number of additional oneyear periods (each, an “**Additional Term**”,and together with the Original Term and any Additional Terms, the “**Term**”)unless, at least 180 days prior to the expiration of the Term, either theExecutive or the Company gives written notice to the other that it is electingnot to so extend the Term. Notwithstanding the foregoing, the Term may be earlier terminated instrict accordance with the provisions of Section 7 hereof, but subject tothe provisions of Section 9 hereof. At the time Executive ceases to be a full-time employee of CWMJV, theExecutive 

 

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agrees that he shall resignfrom any office he holds with Company and its subsidiaries and any entity incontrol of, controlled by or under common control with the Company or in whichthe Company owns any common or preferred stock or any ownership interest or anyentity in control of, controlled by or under common control with such entity (“**Affiliate**”).

 

4.             Position and Duties.

 

ExecutiveVice President – Acquisitions and Disposals. During the Term, the Executive shall serve as the Executive VicePresident – Acquisitions and Disposals of all United States operations ofCentro and its Affiliates (“**Centro US**”); shall have all authorities, duties andresponsibilities customarily exercised by an individual serving as theExecutive Vice President – Acquisitions and Disposals of an entity of the sizeand nature of Centro US; shall have such other duties, authorities and responsibilitiesas the Centro Chief Executive Officer may from time to time reasonablydesignate, consistent with the foregoing; and shall report directly to theCentro Chief Executive Officer. Executive will comply with the Company’s policies including, but notlimited to, the Code of Conduct and the Employee Trading in SecuritiesPolicy.  During the Term, the Executiveshall devote substantially all of his business time and efforts to the businessand affairs of Centro US (unless otherwise directed by the Centro US CEO);however, nothing shall preclude the Executive 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$338,600 (“**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 

 

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yearending June 30, 2008, fifty percent of the STI will be based onachievement of Centro Distributions per Security target and maximum goals (asdefined by the Centro Board) and fifty percent of the STI will be based onachievement of Centro US Funds from Operations target and maximum goals (asdefined by the Centro CEO and the Centro US CEO).  The target and maximum goals for thefinancial year ending June 30, 2008 shall be established prior to July 31,2007.  If a target goal is achieved,Executive shall receive a STI of 30% of Base Salary for that STI measure.  If a maximum goal is achieved, Executiveshall receive a STI of 42.5% of Base Salary for that STI measure.  If performance for a measure between targetgoal and maximum goal is achieved, Executive shall receive a pro rata STIbetween 30% and 42.5% of Base Salary for that measure.  Any payment of a prorated STI, if target fora measure is not achieved, shall be subject to the discretion of the CentroBoard.  For the financial year ending June 30,2007, Executive shall be eligible for a guaranteed STI payment (the “**Stub STI Payment**”)between US$50,000 and US$70,000, the amount of such guaranteed STI within suchrange to be at the discretion of the Centro Board payable by July 31,2007.  For financial years commencingafter June 30, 2008, the Centro Board may change the basis upon which STImay be calculated, but if the target is achieved the Executive shall continueto receive an STI payout of a total of 60% of Base Salary and if the maximumgoal is achieved the payout shall be a total of 85% of Base Salary (the “**STI Range**”).  If Executive’s employment is terminated forany reason prior to the end of a financial year, he shall not be entitled to aprorated STI unless otherwise specifically agreed by the Centro Board.  Notwithstanding anything contained herein tothe 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 the financial year ending June 30,2007, all STI amounts will be paid at the first appropriate opportunity after June 30of that financial year, but not later than July 31 of that same calendaryear.

 

(c)           *Long Term Incentive Compensation*.  Executive shall from time to time be invitedto participate in the Centro Employee Security Plan, the Centro ExecutiveOption Plan or other stock or option related plans that may be developed in thefuture.  The Centro Board shallperiodically review the nature and extent of such plans in line with comparablemarket practice.

 

a)                                      Attached hereto as Exhibit A isan invitation from the Centro Board with respect to a grant of stock options ofCentro securities to the value of US$315,000. Upon submission of the invitation by the Executive to the Company,Executive shall be granted such options and receive a written grant of stockoptions consistent with the terms of Exhibit A (the “**Option Invitation**”).

 

b)                                     Attached hereto as Exhibit B isan invitation from the Centro Board with respect to a grant of restrictedshares of Centro to the value of US$315,000. Upon submission of the invitation by the Executive to the Company,Executive shall be granted such 

 

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restricted shares andreceive a written grant of restricted shares consistent with the terms of Exhibit B(the “**StockInvitation**”).

 

(d)           *Expenses*.  CWMJV shall promptly reimburse Executive forall reasonable business expenses upon the presentation of reasonably itemizedstatements of such expenses in accordance with CWMJV’s policies and proceduresnow in force or as such policies and procedures may be modified with respect toall senior executive officers of CWMJV.

 

(e)           *Vacation*.  Executive shall be entitled to the number ofweeks of vacation per year provided to the CWMJV’s senior executive officers,but in no event less than four (4) weeks annually.

 

(f)            *Welfare Pension and Incentive Benefit Plans*.  During the Term, the Executive shall beentitled to participate in all employee benefit plans, programs andarrangements made available to other CWMJV senior executives generally,including, without limitation, pension, income deferral, savings, 401 (k), andother retirement plans or programs, medical, dental, vision, prescription drug,hospitalization, short-term and long-term disability and life insurance plansand programs, accidental death and dismemberment protection, travel accidentinsurance, and any other employee benefit plan, program or arrangement that mayfrom time to time be made available to other CWMJV senior executives generally,including any plans, programs or arrangements that supplement the above-listedtypes of plans, programs or arrangements, whether funded or unfunded, subjectto the terms of the applicable plan documents and generally applicable CWMJVpolicies, in each case on terms and conditions that are no less favorable tohim than those applying to other CWMJV senior executives generally.  To the extent that post-retirement welfareand 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) shallbe construed to require CWMJV to establish or maintain any particular employeeor post-retirement benefit plan, program or arrangement except as expressly setforth elsewhere in this Agreement.  CWMJVmay, to the extent consistent with the foregoing, alter, modify, supplement ordelete its employee and post-retirement benefit plans at any time as it seesfit without recourse by the Executive, subject to the terms of this Section 6(f).

 

(g)           *No Hedging*.  During the Term, Executive will not in anyway attempt to limit the financial risk with respect to stock options orrestricted stock which are not vested by means of any hedging (includingwithout limitation, selling short) or other techniques.

 

7.             Termination. Notwithstanding the foregoing, Executive’s employment hereunder may beterminated during the Term under the following circumstances:

 

(a)           *Death*.  Executive’s employment hereunder shallterminate upon his death.

 

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(b)           *Disability*.  If, as a result of Executive’s incapacity dueto physical or mental illness, Executive shall have been substantially unableto perform his duties hereunder for an entire period of one hundred twenty(120) consecutive days, and within thirty (30) days after written Notice ofTermination (as defined in Section 8(a)) is given after such one hundredtwenty (120) day consecutive period, Executive shall not have returned to thesubstantial performance of his duties on a full-time basis, CWMJV shall havethe right to terminate Executive’s employment hereunder for “**Disability**”,and such termination in and of itself shall not be, nor shall it be deemed tobe, a breach of this Agreement, but shall be subject to the terms of Section 9(c).

 

(c)           *Cause*.  CWMJV shall have the right to terminateExecutive’s employment for Cause, and such termination in and of itself shallnot be, nor shall it be deemed to be, a breach of this Agreement; provided thatno termination of the Executive’s employment hereunder for Cause shall beeffective as a termination for Cause unless the provisions of this Section shallfirst have been complied with.  TheExecutive shall be given written notice by the Centro Chief Executive Officerof the intention to terminate him for Cause (the “**Notice of Intention**”).  The Notice of Intention shall state inreasonable detail the particular circumstances that constitute the grounds onwhich the proposed termination for Cause is based.  The Executive shall have 10 days afterreceiving the Notice of Intention in which to cure the purported grounds fortermination asserted therein. 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 groundsfor termination within such 10 day period. Any allegation that Cause existed, or that cure was not achieved, shallbe subject to review, at the Executive’s election, through arbitration in accordancewith Section 14 hereof.

 

For purposes of this Agreement; CWMJV shallhave “**Cause**”to terminate Executive’s employment upon Executive’s:

 

(i)            conviction of, or plea of guilty ornolo 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 specificallyidentifies the manner in which CWMJV believes Executive has willfully andcontinually failed to use reasonable best efforts to substantially perform hisduties hereunder; or

 

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

 

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For purposes of this Section 7(c), no act, or failure to act, byExecutive shall be considered “willful” unless committed in bad faith andwithout a reasonablebelief that the act or omission was in the best interests of the Company or anyAffiliates thereof; provided, however, that the willful requirement outlined inparagraphs (ii) or (iii) above shall be deemed to have occurred ifthe Executive’s action or non-action continues for more than ten (10) daysafter Executive has received written notice of the inappropriate action ornon-action.

 

(d)           *Good Reason*.  Executive may terminate his employment for “**Good Reason**”within thirty (30) days after Executive has actual knowledge of the occurrence,without the written consent of Executive, of one of the following events thathas not been cured within thirty (30) days after written notice thereof hasbeen given by Executive to the Company; provided, however, that any allegationthat Good Reason existed, or that cure was not achieved, shall be subject toreview, at CWMJV’s election, through arbitration in accordance with Section 14hereof:

 

(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;

 

(ii)           a reduction in Executive’s BaseSalary or 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);

 

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(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’scontinued employment during the thirty (30) day cure period referred to abovein this paragraph (d) shall not constitute consent to, or a waiver ofrights with respect to, any act or failure to act constituting Good Reasonhereunder.

 

If Executive terminates employment hereunderfor Good Reason and thereafter accepts reemployment by CWMJV or any successoror Affiliate within six months of such termination of 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 already received payments or benefitspursuant to Section 9(a), Executive shall repay to such payments orbenefits or make other equitable restitution, as the Centro Board shalldetermine.  It is the express intent ofthe parties that the provisions of this paragraph survive termination of thisAgreement.

 

As provided in Section 2 of thisAgreement, any similar provision contained in the Prior Employment Agreement isspecifically waived and notwithstanding the terms thereof shall not survive thetermination of the Prior Employment Agreement.

 

In furtherance of clause (xii) above, theissuance of a notice by the Executive, indicating that the Executive haselected not to renew or extend the Term for an Additional Period shall not constituteGood Reason.

 

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

 

(1)           any person or partynot currently affiliated with Centro gains control of fifty percent plus oneshare of Centro’s issued Stapled Securities; however, that an event describedin this paragraph (1) shall not be deemed to be a Change in Control if anyof following becomes such a beneficial owner: (A) the Company or anymajority-owned entity (provided, that this exclusion applies solely to theownership levels of the Company or the majority-owned entity), (B) anytax-qualified, broad-based employee benefit plan sponsored or maintained by theCompany or any majority-owned entity, (C) any underwriter temporarilyholding securities pursuant to an offering of such securities, or (D) Executiveor any group of persons including Executive (or any entity controlled byExecutive or any group of persons including Executive);

 

(2)           Centro sells,transfers or otherwise disposes of more than a fifty percent share of CWMJV orany Centro Affiliate then employing Executive or more than 50% of the assets ofor aggregate interests in Centro US provided that the acquisition of ownershipor such assets by another entity within Centro or affiliated with Centro or theassignment of Executive to work for such entity or Affiliate shall not beconsidered a Change in Control, but shall still be subject to the otherprovisions of Section 7(d) above.

 

If a Change in Control occurs,regardless of whether Executive elects to terminate his employment for GoodReason, 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 thatExecutive’s employment is terminated by CWMJV without Cause in contemplation ofa Change in Control, then notwithstanding any other provision of this Agreementregarding the vesting of stock options and restricted stock grants, then allunvested stock options and restricted stock grants received by Executive,regardless of any vesting conditions or performance and/or time hurdles, shallautomatically vest 100% upon such employment termination.

 

(e)           *Without Good Reason*.  Executive shall have the right to terminatehis employment hereunder without Good Reason by providing CWMJV with a Noticeof Termination, and such termination shall not in and of itself be, nor shallit be deemed to be, a breach of this Agreement.

 

8.             Termination Procedure.

 

(a)           *Notice of Termination*.  Any termination of Executive’s employment byCWMJV or by Executive during the Term (other than termination pursuant to Section 7(a))shall be 

 

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communicatedby written Notice 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 the specific termination provision inthis Agreement relied upon and shall set forth in reasonable detail the factsand circumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated.

 

(b)           *Date of Termination*.  “**Date of Termination****” s**hall mean (i) if Executive’s employment isterminated by his death, the date of his death, (ii) if Executive’semployment is terminated pursuant to Section 7(b), thirty (30) days afterNotice of Termination (provided that Executive shall not have returned to thesubstantial performance of his duties on a full-time basis during such thirty(30) day period); or (iii) if Executive’s employment is terminated for anyother reason (other than for Cause), the date on which a Notice of Terminationis given or any later date (within thirty (30) days after the giving of suchnotice) set forth in such Notice of Termination.

 

9.             Compensation Upon Termination or During Disability.  In the event Executive is disabled or hisemployment terminates during the Term, CWMJV shall provide Executive with thepayments and benefits set forth below; provided, however, as a specificcondition to being entitled to any payments or benefits under this Section 9,Executive must have resigned all offices and positions with Centro and all ofits subsidiaries and Affiliates and must have joined CWMJV in having executed amutual release of Centro, CWMJV and their respective Affiliates, in the formattached hereto as Exhibit C. Executive acknowledges and agrees that the payments set forth in this Section 9constitute liquidated damages for termination of his employment during theTerm.

 

(a)           *Termination By CWMJV Without Cause or By Executivefor Good Reason*.  IfExecutive’s employment is terminated by CWMJV without Cause or by Executive forGood 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 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;

 

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(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 any otherrights, compensation and/or benefits as may be due to Executive in accordancewith the terms and provisions of any agreements, plans or programs of 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 shall terminate on the date or dates Executivereceives substantially equivalent coverage and benefits, without waiting periodor pre-existing condition limitations, under the plans and programs of asubsequent employer (such coverage and benefits to be determine on acoverage-by-coverage, or benefit-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 ofthe severance payments payable under this Section 9(a) shall bereduced to 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 RevenueCode of 1986, as amended (the “**Code**”) and by reason of such excess parachute paymentExecutive would be subject to an excise tax under Section 4999(a) ofthe Code, but only if Executive determines that the after-tax value of thetermination benefits calculated with the foregoing restriction exceed thosecalculated without the foregoing restriction.

 

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(b)           *Cause or By Executive Without Good Reason*.  If Executive’s employment is terminated byCWMJV for Cause or 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 that Executive fails toperform his duties hereunder as a result of incapacity due to physical ormental illness (“**DisabilityPeriod**”), Executive shall continue to receive his full Base Salaryset forth in Section 6(a) until his employment is terminated pursuantto Section 7(b).  In the eventExecutive’s employment is 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 programs ofthe CWMJV;

 

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

 

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(d)           *Death*.  If Executive’s employment is terminated byhis 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;

 

(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 agrees to pay the Executive $1,004,500 (One Million, Four ThousandFive Hundred Dollars) in consideration of Executive entering into thisAgreement (the “**RetentionBonus**”).  The Retention Bonusshall be payable in two parts; (i) fifty percent (50%) of the RetentionBonus shall be paid within 5 business days of the date of execution of thisAgreement (the “**FirstPayment**”), subject to the forfeiture rule described in the nextsentence, and (ii) except for such earlier payment as may be required bySections 9(a), 9(c) or 9(d), the remaining fifty percent (50%) of theRetention Bonus shall be paid on April 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)prior to October 19, 2007, the First Payment shall be irrevocable and not subjectto any repayment after October 19, 2007). In addition, if Executive terminates employment under Section 9(b) priorto April 20, 2009, Executive shall forfeit the Second Payment.  In addition, in the event that CWMJV issues anotice to Executive indicating that CWMJV has elected not to renew or extendthe Term for an Additional Period such that this Agreement will expire upon theone year anniversary of the date of this Agreement, then, in addition to theother rights and benefits afforded Executive pursuant to Section 9(a), theSecond Payment shall be due and payable simultaneously with CWMJV providingsuch non-renewal/non-extension notice.

 

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11.           Mitigation. Executive shall not be required to mitigate amounts payable under thisAgreement by seeking other employment or otherwise, and there shall be nooffset against amounts due Executive under this Agreement on account ofsubsequent 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.

 

12.           Confidential Information Ownershipof 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.

 

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(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 of the fact that Executive is or was a trustee, director or officerof the Company or any subsidiary of the Company or is or was serving at therequest of the Company or any subsidiary as a trustee, director, officer,member, employee or agent of another corporation or a partnership, jointventure, trust or other enterprise, including, without limitation, service withrespect to employee benefit plans, whether or not the basis of such Proceedingis alleged action in an official capacity as a trustee, director, officer,member, employee or agent while, serving as a trustee, director, officer,member, employee or agent, Executive shall be indemnified and held harmless bythe Company to the same extent as other officers and directors, as in effectfrom time to time, against all Expenses incurred or suffered by Executive inconnection therewith, and such indemnification shall continue as to Executiveeven if Executive has ceased to be an officer, director, trustee or agent, oris no longer employed by the Company and shall inure to the benefit of hisheirs, executors and administrators.

 

(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, and disbursements and costs of attachment or similar bonds,investigations, and any expenses of establishing a fight to indemnificationunder 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 suchsuit. All obligations for indemnification hereunder shall be subject to, andpaid 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 

 

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suchExpenses; but only in the event that Executive shall have delivered in writingto CWMJV (i) an undertaking to reimburse CWMJV for Expenses with respectto which Executive is not entitled to indemnification and (ii) anaffirmation of his good faith belief that the standard of conduct necessary forindemnification by CWMJV has been met.

 

(f)            *Notice of Claim*.  Executive shall give to CWMJV notice of anyclaim made against him for which indemnification will or could be sought underthis Agreement.  In addition, Executiveshall give CWMJV such information and cooperation as it may reasonably requireand as shall be within Executive’s power and at such times and places as are convenientfor 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 satisfactory to Executive, which in CWMJV’ssole discretion may be regular counsel to CWMJV and may be counsel to otherofficers 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.

 

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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, “**CoveredClaims**”) shall (except to the extent otherwise provided in Section 12(c) hereofwith respect to certain requests for injunctive relief) be resolved by bindingconfidential arbitration, to be held in New York, New York in accordance withthe Commercial Arbitration Rules (and not the National Rules forResolution of Employment Disputes) of the American Arbitration Association andthis Section 14 and each of CWMJV, Centro and Executive submits tojurisdiction in New York, New York for such arbitration.  Judgment upon the award rendered by thearbitrator(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 thefinal resolution of such contest or dispute to the extent CWMJV receivesreasonable written 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 Centro would be required toperform it if no such succession had taken place.  As used in this Agreement, “**Company**” or“**CWMJV**”shall mean the Company or CWMJV, respectively, as herein before defined and anysuccessor to its business and/or assets (by merger, purchase or otherwise)which executes and delivers the agreement provided for in this Section 15or which otherwise becomes bound by all the terms and provisions of thisAgreement 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, reference inthis Agreement to Executive shall be deemed, where appropriate, to refer to hisbeneficiary(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.

 

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16.           Notice.  Allnotices or other communications which are required or permitted hereunder shallbe in writing and sufficient if delivered personally, or sent bynationally-recognized, overnight courier or by registered or certified mail,return receipt requested and postage prepaid, addressed as follows:

 

If to Executive:

 

Mr. Dean Bernsteinc/o Centro Watt Management Joint Venture 2 LP 420 Lexington Avenue7th FloorNew York, NY 10070

 

If to Centro:

 

Centro Properties Group Level 3, 235 Springvale Road Glen Waverley, VIC 3150 AUSTRALIAAttention:  Andrew T. Scott

 

If to CWMJV:

 

Centro Watt Management Joint Venture 2 LP 420 Lexington Avenue7th FloorNew York, NY 10070 Attention:  Steven F. Siegel

 

or to such other address as any party mayhave furnished to the others in writing in accordance herewith.  All such notices and other communicationsshall be deemed to have been received (a) in the case of personaldelivery, on the date of such delivery, (b) in the case of delivery bynationally-recognized, overnight courier, on the business day followingdispatch and (c) in the case of mailing, on the third business dayfollowing such mailing.

 

17.           Miscellaneous. No provisions of this Agreement may be amended, modified, or waivedunless such amendment or modification is agreed to in writing signed byExecutive and by a duly authorized officer of CWMJV, and such waiver is setforth 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 rights 

 

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and obligations.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofNew York without regard to its conflicts of law principles.

 

18.           Jurisdiction. Subject to the obligations with respect to arbitration as provided in Section 14hereof, CWMJV, Centro and Executive each submits to the jurisdiction of any NewYork State Court or Federal Court of the United States of America sitting inthe borough of Manhattan, and any appellate court from any such court, in anysuit, action or proceeding arising out of or relating to this Agreement, or forrecognition or enforcement of any judgment, and each hereby agrees that allclaims in respect of any such suit, action or proceeding shall be brought inand may be heard and determined in such New York State Court or, to the extentpermitted by law, in such Federal Court. CWMJV, Centro and Executive each waives, to the fullest extent it maylegally and effectively do so, any objection which it may now or hereafter haveto the laying of venue of any suit, action or proceeding arising out of orrelating to this Agreement in any New York State Court or Federal Court sittingin the borough of Manhattan.

 

19.           Validity. The invalidity or unenforceability of any provision or provisions ofthis Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement, which shall remain in full force and effect.

 

20.           Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together willconstitute one and the same instrument.

 

21.           Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto inrespect of the subject matter contained herein and supersede all prioragreements, promises, covenants, arrangements, communications, representationsor warranties, whether oral or written, by any officer, director, employee orrepresentative of any party hereto in respect of such subject matter.  Any prior agreement of the parties hereto inrespect of the subject matter contained herein is hereby terminated andcanceled.

 

22.           Withholding. All payments hereunder shall be subject to any required withholding ofFederal, state and local taxes pursuant to any applicable law or regulation.

 

23.           Noncontravention. CWMJV represents that CWMJV is not prevented from entering into, orperforming this Agreement by the terms of any law, order, rule orregulation, its by-laws or certificate of incorporation, or any agreement towhich it is a party, other than which would not have a material adverse effecton CWMJV’s ability to enter into or perform this Agreement.  Executive represents to CWMJV that he is nota party to any contract that would preclude him from accepting employment asChief Executive Officer of Centro US and he has no reason to believe that acceptingemployment as Chief Executive Officer of Centro US would result in a disclosureof any confidential information of any prior employer.

 

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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 Properties Group.  Centro is executing this Agreement as aguarantor of all obligations of CWMJV hereunder and by its execution hereofagrees 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                  |
|   |                          |
|   |                          |
|   | By:                           | /s/ Andrew  T. Scott |
|   |                          | Name: | Andrew T.  Scott |
|   |                          | Title: | Chief  Executive Officer |
|   |                          |   | Centro  Properties Group |
|   |                          |
|   |                          |
|   | /s/ Dean  Bernstein           |
|   | DEAN  BERNSTEIN               |
|        |                               |  |  |  |  |

 

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