Exhibit 10.23


 


EMPLOYMENT AGREEMENT


 


AGREEMENT (“Agreement”), dated as of 12/5/07 (“Effective Date”) 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 Michael Moss (“Executive”).


 


RECITAL


 


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


 


AGREEMENT


 


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


 


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


 


2.             Prior Agreements.
The Parties hereby agree that this Agreement terminates and supersedes the
existing Employment Agreement between Executive and CWMJV dated as of (“Prior
Employment Agreement”). Accordingly, as of the Effective Date, neither the
Company nor the Executive shall have any rights or obligations pursuant to the
Prior Employment Agreement; provided, however, that prior service with CWMJV
will be recognized for all relevant purposes including, without limitation,
Sections 6(e) and (f) of this Agreement.


 


3.             Term.
Executive’s employment by CWMJV hereunder shall continue from the Effective
Date for one (1) year (“Original Term”). The term of employment hereunder
shall thereafter be automatically extended for an unlimited number of
additional one-year 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 the Executive or
the Company gives written notice to the other that it is electing not to so
extend the Term. Notwithstanding the foregoing, the Term may be earlier
terminated in strict accordance with the provisions of Section 7 hereof,
but subject to the provisions of Section 9 hereof. At the time Executive
ceases to be a full-time employee of CWMJV, the Executive agrees that he shall
resign from any office 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 Company owns any common or preferred stock or any ownership
interest or any entity in control of, controlled by or under common control
with such entity (“Affiliate”).


 

















 


4.            Position and Duties


 


Executive Vice President – National Director of Leasing.
During the Term, the Executive shall serve as the Executive Vice President –
National Director of Leasing of all United States operations of Centro and its
Affiliates (“Centro US”); shall have all authorities, duties and
responsibilities customarily exercised by an individual serving as the
Executive Vice President – National Director of Leasing of an entity of the
size and nature of Centro US; shall have such other duties, authorities and
responsibilities as the Centro US Executive Vice President and Chief Operating
Officer may from time to time reasonably designate, consistent with the
foregoing; and shall report directly to the Centro US Executive Vice President
and Chief Operating Officer. Executive will comply with the Company’s policies
including, but not limited to, the Code of Conduct and the Employee Trading in
Securities Policy. During the Term, the Executive shall devote substantially
all of his business time and efforts to the business and affairs of Centro US
(unless otherwise directed by the Centro US Executive Vice President and Chief
Operating Officer); however, nothing shall preclude the Executive from the
following: (i) serving on the boards of a reasonable number of
non-competing business entities, trade associations and charitable
organizations, (ii) engaging in charitable activities and community
affairs, (iii) accepting and fulfilling a reasonable number of speaking
engagements, and (iv) managing his personal financial and legal affairs
provided that such activities do not either individually or in the aggregate
interfere with the proper performance of his duties and responsibilities
hereunder and are not likely to be contrary to the Company’s interests. The
Executive shall give prior written notice before joining any business board on
or after the Effective Date.


 


5.            Place of Performance. The principal
place of employment of Executive 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 an annual base salary of not less
than US$330,000 (“Base Salary”). Executive’s Base Salary shall be paid in
approximately equal installments in accordance with CWMJV’s customary payroll
practices. If Executive’s Base Salary is increased, such increased Base Salary
shall then constitute the Base Salary for all purposes of this Agreement.


 


(b)           Short
Term Incentive-Bonus. Executive shall be eligible for an annual
short term incentive-bonus (“STI”) based on the achievement of certain
financial goals. For the financial year ending June 30, 2008, fifty
percent of the STI will be based on achievement of Centro Distributions per
Security target and maximum goals (as defined by the Centro Board) and fifty
percent of the STI will be based on achievement of Centro US Funds from
Operations target and maximum goals (as defined by the Centro CEO and the
Centro US CEO). The target and maximum goals for the financial 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, Executive shall receive a STI of 42.5%
of Base Salary for that STI measure. If performance for a measure between
target goal and maximum goal is achieved, Executive shall receive a pro rata
STI between 30% and 42.5% of Base Salary for that measure. Any payment of a
prorated STI, if target for a measure is not


 


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achieved, shall be subject to the discretion of the Centro Board. 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 STI payout of a total of
60% of Base Salary and if the maximum goal is achieved the payout shall be a
total of 85% of Base Salary (the “STI Range”). If Executive’s employment 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 agreed by 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 or violation of this
Agreement by the Company or constitute Good Reason for Executive to terminate
his employment. All STI amounts will be paid at the first appropriate
opportunity after June 30 of that financial year, but not later than July 31
of that same calendar year.


 


(c)           Long
Term Incentive Compensation. Executive shall from time to time
be invited to participate in the Centro Employee Security Plan, the Centro
Executive Option Plan or other stock or option related plans that may be
developed in the future. The Centro Board shall periodically review the nature
and extent of such plans to ensure such plans are in line with comparable
market practice.


 


(d)           Relocation.
At the Company’s request, as a condition of continued employment, the Executive
will be required to move principal residence. The Company shall provide the
Executive with an interest-free loan of One Million Dollars ($1,000,000) to
assist with the costs of acquiring a new residence. Subject to the terms
hereinafter set forth, the loan shall be payable in full in five years from the
date of the first draw (“anniversary”). Funds may be drawn from the loan (a) for
the payment of a deposit and (b) for settlement, in both cases following
the presentation to the Company of satisfactory evidence of the transaction or
event requiring the funds.


 


If the Executive is still employed by the Company on the third (3rd) anniversary of the loan, the
Company shall forgive sixty percent (60%) of the principal loan balance then
outstanding and the Executive will not be obligated to repay the amount so
forgiven. If the Executive is still employed by the Company on the fifth (5th) anniversary of the loan, the
Company shall forgive the remaining loan balance then outstanding and the
Executive will not be obligated to repay the amount so forgiven.


 


If, prior to the third (3rd) anniversary of the loan, either (i) the
Executive is terminated by the Company other than for Cause as that term is
defined in clause 7(c), or (ii) the Executive terminates employment with
the Company for Good Reason as that term is defined in clause 7(d) then
$600,000 of the loan balance shall be forgiven by the Company and the Executive
shall only be obligated to repay the Company $400,000 of the outstanding loan
balance and in such event, Executive shall have a period of one (1) year
from the date of such termination to so repay said $400,000. If after the third
(3rd)
anniversary of the loan but prior to the fifth (5th) anniversary of the loan, either (x) the
Executive is terminated by the Employer other than for Cause or (y) the
Executive terminates employment with the Company for Good Reason then the
remaining balance of the loan then outstanding shall be forgiven by the Company
and the Executive will have no further obligation to pay such outstanding loan
balance.


 


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If, prior to the fifth (5th) anniversary of the loan, the
Executive’s employment is terminated by the Company for cause or by the
Executive without Good Reason, the then outstanding balance of the loan shall
be immediately due and payable ( i.e., if employment is so terminated prior to
the third (3rd)
anniversary of the loan, then the entire loan balance shall be immediately due
and payable and if employment is so terminated after the third (3rd) anniversary of the loan but prior to
the fifth (5th)
anniversary of the loan, then $400,000 of the loan balance shall be immediately
due and payable (since $600,000 of the loan balance shall be forgiven on the
third 3rd anniversary
of the loan) and the Executive authorizes the Company to offset all or part of
the outstanding balance from any sums due the Executive from the Company and
shall pay to the Company the remaining outstanding balance within sixty (60)
days after the date of the Executive’s termination.


 


(e)           Expenses.
CWMJV shall promptly reimburse Executive for all reasonable business expenses
upon the presentation of reasonably itemized statements of such expenses in
accordance with CWMJV’s policies and procedures now in force or as such policies
and procedures may be modified with respect to all senior executive officers of
CWMJV.


 


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


 


(g)          Welfare,
Pension and Incentive Benefit Plans. During the
Term, the Executive shall be entitled to participate in all employee benefit
plans, programs and arrangements made available to other CWMJV senior
executives, 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 disability and
life insurance plans and programs, accidental death and dismemberment
protection, travel accident insurance, and any other employee benefit plan,
program or arrangement that may from time to time be made available to other CWMJV
senior executives generally, including any plans, programs or arrangements that
supplement the above-listed types of plans, programs or arrangements, whether
funded or unfunded, subject to the terms of the applicable plan documents and
generally applicable CWMJV policies, in each case on terms and conditions that
are no less favorable to him than those applying to other CWMJV senior
executives generally. To the extent that post-retirement welfare and other
benefits then exist, the Executive shall be entitled to post-retirement welfare
and other benefits on terms and conditions that are no less favorable to him
than those applying to other CWMJV senior executives. Nothing in this Section 6(f) shall
be construed to require CWMJV to establish or maintain any particular employee
or post-retirement benefit plan, program or arrangement except as expressly set
forth elsewhere in this Agreement. CWMJV may, to the extent consistent with the
foregoing, alter, modify, supplement or delete its employee and post-retirement
benefit plans at any time as it sees fit without recourse by the Executive, subject
to the terms of this Section 6(g).


 


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


 


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


 


(a)           Death.
Executive’s employment hereunder shall terminate upon his death.


 


(b)           Disability.
If, as a result of Executive’s incapacity due to physical or mental illness,
Executive shall have been substantially unable to perform his duties hereunder
for an entire period of one hundred twenty (120) consecutive days, and within
thirty (30) days after written Notice of Termination (as defined in Section 8(a))
is given after such one hundred twenty (120) day consecutive period, Executive
shall not have returned 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 such termination in and of itself shall not be,
nor shall it be deemed to be, a breach of this Agreement, but shall be subject
to the terms of Section 9(c).


 


(c)           Cause.
CWMJV shall have the right to terminate Executive’s employment for Cause, and
such termination in and of itself 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 Cause shall be effective as a termination for Cause
unless the provisions of this Section shall first have been complied with.
The Executive shall be given written notice by the Centro CEO of the intention
to terminate him for Cause (the “Notice of Intention”). The Notice of Intention
shall state in reasonable detail the particular circumstances that constitute
the grounds on which the proposed termination for Cause is based. The Executive
shall have 10 days after receiving the Notice of Intention in which to cure the
purported grounds for termination asserted therein. Termination for Cause shall
be effective immediately upon the Centro CEO’s issuance to Executive of a
written Termination for Cause 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’s election, through arbitration in accordance with Section 13
hereof.


 


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


 


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


 


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


 


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


 


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For purposes of this Section 7(c), no act, or failure to act, by
Executive shall be considered “willful” unless committed in bad faith and
without a reasonable belief that the act or omission was in the best interests
of the Company or any Affiliates thereof; provided, however, that the willful
requirement outlined in paragraphs (ii) or (iii) above shall be
deemed to have occurred if the Executive’s action or non-action continues for
more than ten (10) days after Executive has received written notice of the
inappropriate action or non-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 that has not been
cured within thirty (30) days after written notice thereof has been given by
Executive to the Company; provided, however, that any allegation that Good
Reason existed, or that cure was not achieved, shall be subject to review, at
CWMJV’s election, through arbitration in accordance with Section 14
hereof:


 


(i)      the
assignment to Executive of duties materially and adversely inconsistent with
Executive’s status as Centro US Executive Vice President – National Director of
Leasing or a material and adverse alteration in the nature of the following:
Executive’s duties and/or responsibilities, reporting obligations, titles or
authority as Executive Vice President – National Director of Leasing;


 


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


 


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


 


(iv)    any
purported termination of Executive’s employment for Cause which is not effected
pursuant to the procedures of Section 7(c) (and for purposes of this
Agreement, no such purported termination shall be effective);


 


(v)     CWMJV’s
failure to pay or provide any material employee benefits due to be provided to
Executive under this Agreement including, but not limited to, a failure to
allow the Executive to participate in all employee benefit plans, programs and
arrangements contemplated under Section 6(f);


 


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


 


(vii)   a
Change in Control (as defined below);


 


(viii)  a
reduction in the STI Range as provided for in Section 6(b); or


 


(ix)    the
issuance of a notice by CWMJV to Executive indicating that CWMJV has elected
not to renew or extend the Term for an Additional Period.


 


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


 


If Executive terminates employment hereunder for Good Reason and
thereafter accepts reemployment by CWMJV or any successor or Affiliate within
six months of such termination of employment, Executive’s termination of
employment shall retroactively not be considered a termination for Good Reason
and Executive shall have no entitlement to any payments or benefits pursuant to
Section 9(a). To the extent Executive has already received payments or
benefits pursuant to Section 9(a), Executive shall repay to such payments
or benefits or make other equitable restitution, as the Centro Board shall
determine. It is the express intent of the parties that the provisions of this
paragraph survive termination of this Agreement.


 


In furtherance of clause (ix) above, the issuance of a notice by
the Executive, indicating that the Executive has elected not to renew or extend
the Term for an Additional Period shall not constitute Good Reason.


 


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


 


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


 


(2)           Centro
sells, transfers or otherwise disposes of more than a fifty percent share of
CWMJV or any Centro Affiliate then employing Executive or more than 50% of the
assets of Centro US provided that the acquisition of ownership of such assets
by another entity within Centro or affiliated with Centro or the assignment of
Executive to work for such entity or Affiliate shall not be considered a Change
in Control, but shall still be subject to the other provisions of Section 7(d) above.


 


If a Change in Control occurs, regardless of whether Executive elects
to terminate his employment for Good Reason, all relocation benefits, unvested
stock options and restricted stock grants received by Executive, regardless of
any vesting conditions or performance and/or time hurdles, shall automatically
vest 100% upon the occurrence of such Change in Control. In addition, in the
event that Executive’s employment is terminated by CWMJV without Cause in


 


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contemplation of a Change in Control, then notwithstanding any other
provision of this Agreement regarding the vesting of stock options and
restricted stock grants, then all relocation benefits, unvested stock options
and restricted.stock grants received by Executive, regardless of any vesting
conditions or performance and/or time hurdles, shall automatically vest 100%
upon such employment termination.


 


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


 


8.            Termination
Procedure.


 


(a)           Notice of
Termination. Any termination of Executive’s employment by CWMJV
or by Executive during the Term (other than termination pursuant to Section 7(a))
shall be communicated by 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 in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated.


 


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


 


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


 


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


 


(i)      CWMJV
shall pay to Executive his Base Salary through the Date of Termination as soon
as practicable following the Date of Termination, together with payment for
unused vacation time, which shall be paid in


 


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accordance with the policies in place at the Date of Termination
regarding paid time off,; and


 


(ii)     CWMJV
shall pay to Executive as soon as practicable following the Date of
Termination, a lump-sum payment equal to twelve months of his Base Salary and
the average STI received by Executive for the two (2) preceding fiscal
years ending on or prior to termination;


 


(iii)    CWMJV
shall reimburse Executive pursuant to Section 6(d) for reasonable
expenses incurred, but not paid prior to such termination of employment;


 


(iv)    Executive
shall be entitled to any other rights, compensation and/or benefits as may be
due to Executive in accordance with 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 vest based on performance shall be forfeited immediately
unless the Centro Board decides otherwise;


 


(vi)    CWMJV
shall maintain in full force and effect, for the continued benefit of
Executive, his spouse and his dependents for a period of one (1) year
following the Date of Termination the medical, hospitalization, dental, and
life insurance programs in which Executive, his spouse and his dependents were
participating immediately prior to the Date of Termination at the level in
effect and upon substantially the same terms and conditions (including without
limitation contributions required by Executive for such benefits) as existed
immediately prior to the Date of Termination; provided, that if Executive, his
spouse or his dependents cannot continue to participate in the CWMJV programs
providing such benefits, CWMJV shall arrange to provide Executive, his spouse
and his dependents with the economic equivalent of such benefits which they
otherwise would have been entitled to receive under such plans and programs
(“Continued Benefits”), provided, that such Continued Benefits shall terminate
on the date or dates Executive receives substantially equivalent coverage and
benefits, without waiting period or pre-existing condition limitations, under
the plans and programs of a subsequent employer (such coverage and benefits to
be determine on a coverage-by-coverage, or benefit-by-benefit, basis);


 


The foregoing notwithstanding, the total of the severance payments
payable under this Section 9(a) shall be reduced to the extent the
payment of such amounts would cause Executive’s total termination benefits (as
determined by Executive’s tax advisor) to constitute an “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 an excise tax under Section 4999(a) of the Code, but only
if Executive determines that the after-tax value of the termination benefits
calculated with the foregoing restriction exceed those calculated without the
foregoing restriction.


 


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


 


(i)      CWMJV
shall pay Executive his Base Salary and, to the extent required by law or
CWMJV’s policies rgarding paid time off in effect as of the Date of
Termination, payment for unused vacation time, as soon as practicable following
the Date of Termination; and


 


(ii)     CWMJV
shall reimburse Executive pursuant to Section 6(d) for reasonable
expenses incurred, but not paid prior to such termination of employment, unless
such termination resulted from a misappropriation of funds; and


 


(iii)    Executive
shall be entitled to any other rights, compensation and/or benefits as may be
due to Executive in accordance with the terms and provisions of any agreements,
plans or programs of CWMJV.


 


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


 


(i)      CWMJV
shall pay to Executive his Base Salary through the Date of Termination,
together with payment for unused vacation time, which shall be paid in
accordance with policies in place at the Date of Termination regarding paid
time off, as soon as practicable following the Date of Termination, and
continued Base Salary (as provided for in Section 6(a)) for six (6) months;
and


 


(ii)     CWMJV
shall reimburse Executive pursuant to Section 6(d) for reasonable
expenses incurred, but not paid prior to such termination of employment;


 


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


 


(iv)    Executive
shall be entitled to any other rights, compensation and/or benefits as may be
due to Executive in accordance with the terms and provisions of any agreements,
plans or programs of the CWMJV.


 


(d)           Death. If Executive’s
employment is terminated by his death:


 


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


 


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(ii)     CWMJV
shall reimburse Executive’s beneficiary, legal representatives, or estate, as
the case may be, pursuant to Section 6(d) for reasonable expenses
incurred, but not paid prior to such termination of employment;


 


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


 


(iv)    Executive’s
beneficiary, legal representatives or estate, as the case may be, shall be
entitled to any other rights, compensation and benefits as may be due to any
such persons or estate in accordance with the terms and provisions of any
agreements, plans or programs of CWMJV.


 


10.          Mitigation.
Executive shall not be required to mitigate amounts payable under this
Agreement by seeking other employment or otherwise, and there shall be no
offset against amounts due Executive under this Agreement on account of
subsequent employment. Additionally, amounts owed to Executive under this
Agreement shall not be offset by any claims CWMJV may have against Executive,
and CWMJV’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
other circumstances, including, without limitation, any counterclaim,
recoupment, defense or other right which CWMJV may have against Executive or
others.


 


11.          Confidential
Information; Ownership of Documents; Non-Competition.


 


(a)           Confidential
Information. Executive shall hold in a fiduciary capacity for
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 by CWMJV
and which is not generally available public knowledge (other than by acts by
Executive in violation of this Agreement). Except as may be required or
appropriate in connection with his carrying out his duties under this
Agreement, Executive shall not, without the prior written consent of CWMJV or
as may otherwise be required by law or any legal process, or as is necessary in
connection with any adversarial proceeding against the Company (in which case
Executive shall use his reasonable best efforts in cooperating with the Company
in obtaining a protective order against disclosure by a court of competent
jurisdiction), communicate or divulge any such trade secrets, information,
knowledge or data to anyone other than the Company and those designated by the
Company or on behalf of the Company in the furtherance 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,
which Executive has control over shall not be removed from the Company’s premises
without its written consent, unless such removal is in the furtherance of the
Company’s business or is in connection with Executive’s carrying out his duties
under this Agreement and, if so removed, shall be returned to the Company
promptly after termination of Executive’s employment hereunder, or otherwise
promptly after removal if such removal occurs following termination of


 


11

















 


employment. Executive shall assign to the Company all rights to trade secrets
and other products relating to the Company’s business developed by him alone or
in conjunction with others at any time while employed by the Company.


 


(c)           Injunctive
Relief. In the event of a breach or threatened breach of this Section 11,
Executive agrees that CWMJV shall be entitled to injunctive relief in a court
of appropriate jurisdiction to remedy any such breach or threatened breach,
Executive acknowledging that damages would be inadequate and insufficient.


 


(d)           Continuing
Operation. Except as specifically provided in this Section 11,
the termination of Executive’s employment or of this Agreement shall have no
effect on the continuing operation of this Section 11.


 


12.          Indemnification.


 


(a)           General.
CWMJV agrees that if Executive is made a party or 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, member or officer of the Company or any subsidiary of the
Company or is or was serving at the request of the Company or any subsidiary as
a trustee, director, officer, member, employee or agent of another corporation
or a partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is 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 by the Company to the same extent as other
officers and directors, as in effect from time to time, against all Expenses
incurred or suffered by Executive in connection therewith, and such
indemnification shall continue as to Executive even if Executive has ceased to
be an officer, director, trustee or agent, or is no longer employed by the
Company and shall inure to the benefit of his heirs, 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 indemnification under this Agreement.


 


(c)           Enforcement.
If a claim or request under this Agreement is not paid by CWMJV or on its
behalf, within thirty (30) days after a written claim or request has been
received by CWMJV, Executive may at any time thereafter bring suit against CWMJV
to recover the unpaid amount of the claim or 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
hereunder shall be subject to, and paid in accordance with, applicable New York
law.


 


(d)           Partial
Indemnification. If Executive is entitled under any provision of
this Agreement to indemnification by CWMJV for some or a portion of any
Expenses, but not,


 


12

















 


however, for the total amount thereof, CWMJV, shall nevertheless
indemnify Executive for the portion of such Expenses to which Executive is
entitled.


 


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


 


(f)            Notice of Claim. Executive shall
give to CWMJV notice of any claim made against him for which indemnification
will or could be sought under this Agreement. In addition, Executive shall give
CWMJV such information and cooperation as it may reasonably require and as
shall be within Executive’s power and at such times and places as are
convenient for Executive.


 


(g)           Defense
of Claim. With respect to any Proceeding as to which Executive notifies
CWMJV of the commencement thereof:


 


(i)      CWMJV
will be entitled to participate 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 defense thereof, with counsel reasonably satisfactory to
Executive, which in CWMJV’s sole discretion may be regular counsel to CWMJV and
may be counsel to other officers and directors of CWMJV or any subsidiary.
Executive also shall have the right to employ his own counsel in such action,
suit or proceeding if he reasonably concludes that failure to do so would
involve a conflict of interest between CWMJV and Executive, and under such
circumstances the fees and expenses of such counsel shall be at the expense of CWMJV.


 


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


 


(h)           Non-exclusivity.
The right to indemnification and the payment of expenses incurred in defending
a Proceeding in advance of its final disposition conferred in this Section 12
shall not be exclusive of any other right which Executive may have or hereafter
may acquire under any statute, provision of the declaration of trust or
certificate of incorporation or by-laws of CWMJV or any subsidiary, agreement,
vote of shareholders or disinterested directors or trustees or otherwise.


 


13

















 


13.          Disputes


 


Any claim arising out of or relating to this Agreement, any other
agreement between the Executive and Company or its Affiliates, the Executive’s
employment with or any termination thereof (collectively, “Covered Claims”)
shall (except to the extent otherwise provided in Section 11(c) hereof
with respect to certain requests for injunctive relief) be resolved by binding
confidential arbitration, to be held in New York, New York in accordance with
the Commercial Arbitration Rules (and not the National Rules for
Resolution of Employment Disputes) of the American Arbitration Association and
this Section 13. Judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. CWMJV shall reimburse
Executive for all legal fees and expenses reasonably incurred by Executive in
connection with such contest or dispute, but only if Executive prevails in
respect of the material issues in dispute of Executive’s claims brought and
pursued in connection with such contest or dispute. Such reimbursement shall be
made as soon as practicable following the final resolution of such contest or
dispute to the extent CWMJV receives reasonable written evidence of such fees
and expenses.


 


14.          Successors;
Binding Agreement.


 


(a)           Company’s
Successors. No rights or obligations of CWMJV under this
Agreement may be assigned or transferred except that CWMJV will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that CWMJV would be required to perform 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 any successor to its business and/or assets (by merger, purchase or
otherwise) which executes and delivers the agreement provided for in this Section 14
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.


 


(b)           Executive’s
Successors. No rights or obligations of Executive under this
Agreement may be assigned or transferred by Executive other than his rights to
payments or benefits hereunder, which may be transferred only by will or the
laws of descent and distribution. Upon Executive’s death, this Agreement and
all rights of Executive hereunder shall inure to the benefit of and be
enforceable by Executive’s beneficiary or beneficiaries, personal or legal
representatives, or estate, to the extent any such person succeeds to Executive’s
interests under this Agreement. Executive shall be entitled to select and
change a beneficiary or beneficiaries to receive any benefit or compensation
payable hereunder following Executive’s death by giving CWMJV written notice
thereof. In the event of Executive’s death or a judicial determination of his
incompetence, reference in this Agreement to Executive shall be deemed, where
appropriate, to refer to his beneficiary(ies), estate or other legal
representative(s). If Executive should die following his Date of Termination
while any amounts would still be payable to him hereunder if he had continued
to live, all such amounts unless otherwise provided herein shall be paid in
accordance with the terms of this Agreement to such person or persons so appointed
in writing by Executive, or otherwise to his legal representatives or estate.


 


15.          Notice.
All notices or other communications which are required or permitted hereunder
shall be in writing and sufficient if delivered personally, or sent by nationally-recognized,
overnight courier or by registered or certified mail, return receipt requested
and postage prepaid, addressed as follows:


 


14

















 


If to Executive:


 


Mr. Michael Moss


c/o Centro Watt Management Joint Venture 2 LP


420 Lexington Avenue


7th Floor


New York, NY 10070


 


If to Centro:


 


Centro Properties Group


Level 3, 235 Springvale Road


Glen Waverley, VIC 3150


AUSTRALIA


Attention: Andrew T. Scott


 


If to CWMJV:


 


Centro Watt Management Joint Venture 2 LP


420 Lexington Avenue


7th Floor


New York, NY 10070


Attention: Glenn Rufrano


 


or to such other address as any party may have furnished to the others
in writing in accordance herewith. All such notices and other communications
shall be deemed to have been received (a) in the case of personal
delivery, on the date of such delivery, (b) in the case of delivery by
nationally-recognized, overnight courier, on the business day following
dispatch and (c) in the case of registered or certified mailing, on the
date received or refused.


 


 


16.           Miscellaneous. No provisions
of this Agreement may be amended, modified, or waived unless such amendment or
modification is agreed to in writing signed by Executive and by a duly
authorized officer of CWMJV, and such waiver is set forth in writing and signed
by the party to be charged. No waiver by either party hereto at any time of any
breach by the other party hereto of any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The respective
rights and obligations of the parties hereunder of this Agreement shall survive
Executive’s termination of employment and the termination of this Agreement to
the extent necessary for the intended preservation of such rights and
obligations. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without regard
to its conflicts of law principles.


 


17.           Jurisdiction. Subject to the
parties’ obligations under Section 13 hereunder, CWMJV, Centro and
Executive each submits to the jurisdiction of any New York State Court or
Federal Court of the United States of America sitting in the borough of
Manhattan, and any


 


15

















 


appellate court from any such court, in any suit, action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, 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
in such New York State Court or, to the extent permitted by law, in such
Federal Court. CWMJV, Centro and Executive each waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any New York State Court or Federal
Court sitting in the borough of Manhattan..


 


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


 


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


 


20.          Entire
Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersede all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer,
director, employee or representative of any party hereto in respect of such
subject matter. Any prior agreement of the parties hereto in respect of the
subject matter contained herein is hereby terminated and canceled.


 


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


 


22.          Noncontravention.
CWMJV represents that CWMJV is not prevented from entering into, or performing
this Agreement by the terms of any law, order, rule or regulation, its by-laws
or certificate of incorporation, or any agreement to which it is a party, other
than which would not have a material adverse effect on CWMJV’s ability to enter
into or perform this Agreement. Executive represents to CWMJV that he is not a
party to any contract that would preclude him from accepting employment as
Executive Vice President of Centro US and he has no reason to believe that
accepting employment as Executive Vice President of Centro US would result in a
disclosure of any confidential information of any prior employer.


 


23.          Section Headings.
The section headings in this Agreement are for convenience of reference only,
and they form no part of this Agreement and shall not affect its
interpretation.


 


24.          Centro
Properties Group. Centro is executing this Agreement as a guarantor of all
obligations of CWMJV hereunder and by its execution hereof agrees to all of the
terms and conditions of this Agreement.


 


16

















 


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


 


	
   

  	
  CENTRO PROPERTIES GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew T. Scott

  
	
   

  	
   

  	
  Andrew T. Scott:

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTRO
  WATT MANAGEMENT JOINT

  
	
   

  	
  VENTURE 2, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn Rufrano

  
	
   

  	
   

  	
  Glenn Rufrano

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael Moss

  
	
   

  	
  MICHAEL MOSS

  



 


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