Exhibit 10.20


 


Agreement


 


26 March 2008


 


Executive Services


Agreement


 


Centro
WCJV LP Inc 


 


Glenn
Rufrano


 

















 


Contents


 


	
   

  	
  Table
  of contents

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The agreement

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  Operative part

  	
  2

  
	
   

  	
   

  	
   

  
	
  1

  	
  Definitions and interpretation

  	
  2

  
	
  2

  	
  Employment

  	
  4

  
	
  3

  	
  Duties and reporting structure

  	
  4

  
	
  4

  	
  Hours of work

  	
  5

  
	
  5

  	
  Remuneration

  	
  5

  
	
  6

  	
  Retention Bonus

  	
  6

  
	
  7

  	
  Incentive arrangements

  	
  6

  
	
  8

  	
  Relocation and living away from home allowance

  	
  7

  
	
  9

  	
  Indemnity and Insurance

  	
  7

  
	
  10

  	
  Welfare, Pension and Benefit Plans

  	
  7

  
	
  11

  	
  Leave

  	
  8

  
	
  12

  	
  Public holidays

  	
  8

  
	
  13

  	
  Ending your employment

  	
  8

  
	
  14

  	
  Approvals

  	
  11

  
	
  15

  	
  Disclosure of information

  	
  12

  
	
  16

  	
  Intellectual property

  	
  12

  
	
  17

  	
  Moral Rights

  	
  12

  
	
  18

  	
  General

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  Signing page

  	
  15

  



 

















 


The agreement


 


	
   

  	
  Executive Services Agreement

  
	
   

  	
   

  
	
   

  	
  Date 

  
	
   

  	
   

  
	
   

  	
  Between
  the parties

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Company

  	
   

  	
  Centro
  WCJV LP Inc

  
	
   

  	
   

  	
   

  	
  ABN 98
  728 661 680

  
	
   

  	
   

  	
   

  	
  of
  Level 3, 235 Springvale Road Glen Waverley

  (Company)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  You

  	
   

  	
  Glenn
  Rufrano

  
	
   

  	
   

  	
   

  	
  of
  3112 Shore Road, Bellmore, New York

  (Executive/You)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Background

  	
   

  	
  1

  	
  The
  Company has agreed to employ you, in the position of Chief Executive Officer
  of the Group and you have agreed to accept that appointment on the terms of
  this agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2

  	
  The
  Company and you agree that the benefits to which you are entitled pursuant to
  this agreement are in part consideration for you agreeing to accept the
  office of Chief Executive Officer of the Group from the Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3

  	
  The
  parties acknowledge that each has taken, or has had the opportunity to take,
  independent legal advice in relation to this agreement.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The
  parties agree

  	
   

  	
  as
  set out in the Operative part of this agreement, in consideration of, among
  other things, the mutual promises contained in this agreement.

  



 


1

















 


Operative part


 


1          Definitions and
interpretation


 


1.1       Definitions


 


The
meanings of the terms used in this document are set out below.


 


	
  Term

  	
   

  	
  Meaning

  
	
   

  	
   

  	
   

  
	
  Commencement
  Date

  	
   

  	
  As
  defined in clause 2.2(a).

  
	
   

  	
   

  	
   

  
	
  Company
  Income

  	
   

  	
  Includes
  Total Employment Cost as defined in Clause 5.1(b) and Incentive Arrangements
  as defined in Clause 7.

  
	
   

  	
   

  	
   

  
	
  Confidential
  Information

  	
   

  	
  any
  information about the Company or any Group Company, or the business of
  Company or any Group Company (including, but not limited to, any financial or
  trading information, or any idea, concept, process or know-how) which:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1  comes
  to your notice in the course of your employment; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2  is
  generated by you in the course of performing your duties,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and
  which is not in the public domain (unless in the public domain because of a
  breach of confidentiality).

  
	
   

  	
   

  	
   

  
	
  Corporations Act

  	
   

  	
  the
  Corporations Act 2001 (Cth).

  
	
   

  	
   

  	
   

  
	
  End Date

  	
   

  	
  the
  day on which your employment with the Company ends.

  
	
   

  	
   

  	
   

  
	
  Fundamental
  Change

  	
   

  	
  you
  ceasing to be the most senior executive in the Group or the Chief Executive
  Officer of Centro Properties Group (comprising Centro Properties Limited and
  Centro Property Trust) or a substantial diminution in your responsibilities
  or authority, but excluding any diminution arising:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1  otherwise
  through termination pursuant to this agreement; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2  with
  your consent.

  
	
   

  	
   

  	
   

  
	
  Group

  	
   

  	
  the
  Centro Properties Group comprising Centro Properties Limited and Centro Property
  Trust and all the entities controlled by Centro Properties Limited or Centro
  Property Trust.

  
	
   

  	
   

  	
   

  
	
  Group Company

  	
   

  	
  any
  member of the Group.

  
	
   

  	
   

  	
   

  
	
  Intellectual
  Property

  	
   

  	
  all
  present and future rights to intellectual property including any inventions
  and improvements, trade marks (whether registered or common law trade marks),
  designs, copyright, any corresponding property rights under the laws of any
  jurisdiction and any rights in respect of an invention, discovery, trade
  secret, secret process, know-how, concept, idea, information, process, data
  or formula.

  
	
   

  	
   

  	
   

  
	
  Moral
  Rights

  	
   

  	
  the
  right of attribution of authorship, the right not to have authorship falsely attributed
  and the right of integrity of authorship, as defined in the Copyright Act

  



 


2

















 


	
  Term

  	
   

  	
  Meaning

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1968 (Cth).

  
	
   

  	
   

  	
   

  
	
  Regulatory Consent

  	
   

  	
  the
  consent of any entity or governmental body that has statutory or other powers
  over corporations including without limitation ASX Limited and the Australian
  Securities and Investment Commission.

  
	
   

  	
   

  	
   

  
	
  Stub STI Payment

  	
   

  	
  As
  defined in your previous contract of employment with Centro Watt Management
  Joint Venture 2 LP.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  As
  defined in clause 2.2(b).

  



 


	
  1.2

  	
   

  	
  Interpretation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In
  this agreement:

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Headings
  and bold type are for convenience only and do not affect the interpretation
  of this agreement.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  The
  singular includes the plural and the plural includes the singular.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Words
  of any gender include all genders.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Other
  parts of speech and grammatical forms of a word or phrase defined in this
  agreement have a corresponding meaning.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  An
  expression importing a person includes any company, partnership, joint
  venture, association, corporation or other body corporate and any Government
  Agency as well as an individual.

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  A
  reference to a clause, party, schedule, attachment or exhibit is a reference
  to a clause of, and a party, schedule, attachment or exhibit to, this
  agreement and a reference to this agreement includes any schedule, attachment
  and exhibit.

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  A
  reference to any legislation includes all delegated legislation made under it
  and amendments, consolidations, replacements or re-enactments of any of them.

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  No
  provision of this agreement will be construed adversely to a party because
  that party was responsible for the preparation of this agreement or that
  provision.

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  Specifying
  anything in this agreement after the words ‘include’ or ‘for example’ or
  similar expressions does not limit what else is included.

  



 


3

















 


	
  2

  	
   

  	
  Employment

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Position

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  are employed in the position of Chief Executive Officer of the Group.

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Term

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Your
  new appointment will start on 15 January 2008 (Commencement Date).

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Your
  employment will continue for the period of 12 months unless terminated
  earlier under the terms of this agreement (Term).

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Should
  your employment continue beyond the period set out in sub-clause
  (b) above, unless or until such time that the terms of any new agreement
  is reached in writing and signed by both parties, the terms of your
  employment will be, as far as possible, identical to those under this
  agreement.

  
	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Your
  principal place of work is the Group’s head office in Glen Waverley,
  Victoria, Australia. The Company may require you to work in other locations
  from time to time.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  The
  Company may require you to travel within the state, interstate or overseas to
  perform your duties.

  
	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Visa requirement

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  This
  offer of employment is conditional upon you having, during your employment
  with the Company, a valid and current working visa as issued by the
  Department of Immigration and Citizenship to live and work in Australia if
  required to fulfil the duties of your position and your obligations under
  this Agreement.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  The
  Company will provide payment of, and assistance in obtaining, any necessary
  visa or work permits.

  
	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Duties
  and reporting structure

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Duties of your position

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  You
  must perform the duties reasonably associated with your position for and on
  behalf of the Group.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  In
  addition, you must also perform other duties which you are capable of
  performing, as required by the Company or any Group Company.

  
	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  General duties

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  must:

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  unless
  absent on leave as provided in this agreement, devote all of your time,
  attention and skill to the performance of your duties for the Group both
  during normal business hours and at other times as reasonably necessary;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  perform
  your duties faithfully and diligently;

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  follow
  lawful and reasonable directions given to you by the Company and any Group
  Company; and

  



 


4

















 


	
  (d)

  	
   

  	
  promote
  the interests of the Group.

  
	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Reporting structure

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  will report to the Board of Centro Properties Limited or as otherwise
  directed by the Company.

  
	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Changes to your position

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  your position, duties or reporting structure change, this agreement will
  continue to apply to your employment unless you and the Company:

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  enter
  a new written employment agreement; or

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  vary
  this agreement in writing.

  
	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Hours
  of work

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Because
  of the nature of your position, you agree to work such hours (both within and
  outside standard business hours) required to perform your duties. Your
  remuneration includes an amount to compensate for this.

  
	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Remuneration

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Total employment cost

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Your
  initial Total Employment Cost is US$1,200,000 each year.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  You
  will be subject to tax equalisation on Company Income. This means that you
  will not pay any more income tax on your Company Income than you would have
  paid had you remained in New York.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  As
  part of the tax equalisation process your salary from time to time may be
  subject to tax gross ups in Australia and/or the US. As such, at the end of
  each calendar year, a reconciliation of your ‘stay at home’ tax position will
  be prepared in conjunction with the preparation of your US income tax return.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  For
  the avoidance of doubt, tax equalisation does not apply to your personal
  income other than income sourced from the Company or the Group and you will
  be responsible for any US and Australian taxes payable on this income.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  The
  Company will pay any Total Employment Cost that you elect to receive as
  salary fortnightly by electronic transfer to your nominated bank account.

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  The
  Company will reimburse you for any expenses that you reasonably incur during
  the performance of your duties. The Company may require you to provide a tax
  invoice, or other evidence, to substantiate any expenses claim.

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  You
  will have no entitlement to Australian Company Superannuation Contributions.

  



 


5

















 


	
  6

  	
   

  	
  Retention
  Bonus

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  will remain entitled to the ‘Second Payment’ as defined in clause 10 of your
  previous employment contract with Centro Watt Management Joint Venture 2 LP
  and this will be paid by the Company as a lump sum payment of US$1,500,000
  (less any taxation deductions as required by law) on 31 March 2008 as
  per the original intention of your previous employment contract.

  
	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Incentive
  arrangements

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Initial Short Term Incentive

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  You
  will be entitled to 150% of your Total Employment Cost as a short term
  incentive.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  During
  the Term, the short term incentive is payable upon the occurrence of any of
  the following events:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  there
  is a change of control of Centro Properties Group. A ‘change of control’ shall
  be deemed to have occurred when:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ·

  	
  in
  the case of a takeover offer, a party gains a relevant interest in greater
  than 50% of the stapled securities on issue (provided all bid conditions are
  satisfied or waived), or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ·

  	
  in
  the case of a Scheme of Arrangement, when the Court approves the scheme at
  the second Court hearing.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  your
  employment is terminated following a Fundamental Change.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
  a
  recapitalisation of Centro Properties Group which involves the issuance of
  new equity or equity related securities to new or existing shareholders that
  the Board considers sufficient to stabilise the entity and provide a basis
  for near term solvency and medium term financing through an appropriate
  capital structure – the short term incentive will be payable upon the
  execution of any definitive agreement setting out those arrangements.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (4)

  	
  any
  entity in the Group:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ·

  	
  sells
  or divests any assets or an interest in the entity (including, but not
  limited to, the sale of the Company’s interest in Centro Retail Trust); or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ·

  	
  issues
  new securities in exchange for financial liabilities,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  that
  the Board reasonably considers sufficient to stabilise the entity and provide
  a basis for near term solvency and medium term financing through an
  appropriate capital structure – the short term incentive will be payable upon
  the execution of any definitive agreement setting out those arrangements.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  In
  the event that there is no short term incentive awarded under sub-clause 7.1
  (a) and (b), the Board may at its discretion, award you a short term
  incentive of up to 150% of your Total Employment Cost.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Only
  one short term incentive is payable under sub-clause 7.1.

  
	
   

  	
   

  	
   

  
	
  7.2

  	
   

  	
  Further short term incentives

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  may also be eligible to participate in other short term incentive
  arrangements offered by the Company or the Group from time to time.

  



 


6














 


7.3                                    Long Term incentive


 


(a)                                            For fiscal year 2007/2008 you will be granted
1,000,000 options over Centro Properties Group securities in accordance with
the invitation attached as Schedule A.


 


(b)                                           You may also be eligible to participate in
other long term incentive arrangements offered by the Company or the Group from
time to time.


 


8                                                   Relocation and living away from
home allowance


 


(a)                                            In the event that you are required to maintain
a base in Australia, the Company will provide you with assistance with:


 


(1)                                       the relocation of yourself and your immediate
family to Australia. Such assistance will meet all reasonable costs associated
with the relocation of an executive of your level and experience and includes
payment of the reasonable cost of transport of you and your immediate family,
freight of personal effects and temporary accommodation; and


 


(2)                                       the repatriation back to your home country on
completion of the contract or on termination.


 


(b)                                           In addition to your remuneration in clause
5.1(a), the Company will pay you a living away from home allowance to compensate you for additional accommodation costs
and additional food costs on account of you being required to live away from
your usual place of residence. The amount of compensation for additional food
costs has been determined after taking into account your normal home food
consumption expenditure.


 


(c)                                            The Company will provide you with assistance
in respect of the preparation of your US and Australian income tax returns through the Company’s nominated tax advisor.
Should you choose not to use the Company’s nominated tax advisor in respect of
the preparation of your US and Australian income tax returns you agree to
provide copies of your US and Australian income tax returns in order to prepare
the reconciliation of your ‘stay at home’ tax position.


 


(d)                                           The Company will be responsible for any tax
payable in respect of assistance provided in this clause.


 


9                                                   Indemnity and Insurance


 


To
the extent permitted by the Corporations Act, the Company will provide you with:


 


(a)                                            a deed of indemnity which provides the same
level of indemnity and insurance cover as that provided to other Executive
Committee Members; and


 


(b)                                           additional director’s and officer’s liability
insurance to the value of A$2,000,000 to provide coverage to insure you against
any legal costs you may incur in responding to any claims (or threatened
claims) to the extent available at reasonable market rates. In the event that
insurance is not available through the external insurance market, the Company will
meet this liability.


 


10                                            Welfare, Pension and Benefit
Plans


 


(a)                                            The Company will provide you with top benefit
cover with a private health insurance provider to cover you and your immediate family during your time in
Australia.


 


7

















 


(b)                                           Whilst in the United States:


 


(1)                                       you will be entitled to participate in all
employee benefit plans, programs and arrangements made available to other
Company senior executives generally, including 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 plans, programs or arrangements
that supplement the above plans, programs or arrangements, whether funded or
unfunded. These plans, programs or arrangements will be subject to the terms of
the applicable plan documents and Company policies on terms and conditions that
are no less favourable to you than those applying to other Company senior
executives generally.


 


(2)                                       To the extent that post-retirement welfare and
other benefits exist you will be entitled to post-retirement welfare and other
benefits on terms and conditions that are no less favourable to you than those
applying to other Company senior executives generally. This clause does not
require the Company to establish or maintain any particular employee or
post-retirement benefit plan, program or arrangement and any such plan, program
or arrangement may be varied or removed from time to time.


 


11                                            Leave


 


The Company will provide you with annual leave, personal leave and
parental leave as follows:


 


·                                               4 weeks annual leave each year;


 


·                                               10 days’ paid personal leave each year — in
certain circumstances you may also be able to access unpaid carer’s leave and
compassionate leave; and


 


·                                               up to 52 weeks unpaid parental/adoption leave
where you are the primary care giver.


 


12                                            Public holidays


 


You
will be usually be entitled to paid leave on days declared as public holidays
in the location in which you work. From time to time you may be required, and
you agree, to work on a public holiday in order to perform your duties. Your
remuneration includes an amount to compensate for this.


 


13                                            Ending your employment


 


13.1                                  Definitions


 


In this clause, the following definitions apply:


 


(a)                                            ‘For Cause’ means:


 


(1)                                       conviction of, or plea of guilty or nolo
contendere to, a felony in the United States or conviction of an offence
punishable by imprisonment in Australia; or


 


(2)                                       wilful and continued failure to use reasonable
best efforts to substantially perform your duties (other than such failure
resulting from your incapacity due  


 


8

















 


to physical or mental illness or after notifying the Company of your
intention to terminate the employment relationship for Good Reason (as defined
below)) after demand for substantial performance is delivered by the Company in
writing that specifically identifies the manner in which the Company believes
you have wilfully and continually failed to use reasonable best efforts to
substantially perform your duties; or


 


(3)                                       wilful misconduct that has a materially
adverse effect on the Company or to any Group Company.


 


No act, or failure to act, by
you shall be considered ‘wilful’ unless:


 


·                                               committed in bad faith and without a
reasonable belief that the act or omission was in the best interest of the
Company or any Group Company; or


 


·                                               your action or non action continues for more
than ten days after you have received written notice of the inappropriate
action or non-action.


 


(b)                                           ‘Good Reason’ means, without your consent:


 


(1)                                       a Fundamental Change has occurred;


 


(2)                                       any of the following has occurred:


 


·                                          a receiver, receiver and manager, controller,
or other external administrator is appointed over all or substantially all of
the assets and undertakings of the Group;


 


·                                          a liquidator, provisional liquidator or
administrator (under Part 5.3A of the Corporations
Act, 2001) is appointed to Centro
Properties Limited, Centro Properties Trust or Centro Retail Trust; or


 


·                                          a resolution is passed or any steps are taken to pass a
resolution for the winding up or dissolution of Centro Properties Limited,
Centro Properties Trust or Centro Retail Trust, except for the purpose of an
amalgamation or reconstruction which has the Group’s consent;


 


(3)                                       a reduction in your Total Employment Cost or a
failure to pay any such amounts when due;


 


(4)                                       a failure to pay the Retention Bonus set out
in clause 6 above;


 


(5)                                       any purported termination of your employment
for Cause (as defined in sub-clause (a) above) which is not effected
pursuant to the terms of this agreement;


 


(6)                                       The Company’s failure to pay or provide any
material employee benefits due to you under this agreement including, but not
limited to, a failure to allow you to participate in all employee benefit
plans, programs and arrangements contemplated under clause 10;


 


(7)                                       The Company’s failure to provide, in all
material respects, the indemnification required by clause 9 of this agreement;


 


(8)                                       a reduction in the percentage of the short
term incentive as provided for in clause 7.1 above; or


 


(9)                                       a failure by the Company or the Board to
accept you in an Option Plan offered to you by the Company or a failure to
provide you with written documentation evidencing the grant of the options
consistent with the Option Plan.


 


Your
right to terminate your employment for Good Reason shall not be affected by
your incapacity due to physical or mental illness.


 


13.2                                  Termination of employment by
the Company


 


(a)                                            The Company may terminate your employment at
any time:


 


(1)                                       without notice, ‘For Cause’; or


 


9

















 


(2)                                       at the end of the Term, on written notice
provided no later than 15 December 2008.


 


(b)                                           If the Company has given you notice under
sub-clause (a)(2) above, the Company may direct you at any time:


 


(1)                                       not to attend work; or


 


(2)                                       not to perform all or part of your duties. 


 


13.3                                  Termination of employment by
you


 


(a)                                            You may end your employment at any time for
‘Good Reason’ in accordance with the following procedure:


 


(1)                                       within 30 days of you becoming aware of an
occurrence which would allow you to terminate for Good Reason, you must give
written notice to the Company to remedy the situation.


 


(2)                                       should the Company fail to remedy the
situation within 30 days of receiving written notice under sub-clause (1) above,
you may terminate your employment, in writing, without notice.


 


(b)                                           You may end your employment at the end of the
Term by providing written notice no later than 15 December 2008.


 


(c)                                            If you have given notice under sub-clause
(a) or (b) above, the Company may direct you at any time:


 


(1)                                       not to attend work; or


 


(2)                                       not to perform all or part of your duties. 


 


13.4                                  Payment on termination


 


(a)                                            Where:


 


(1)                                       the Company terminates your employment in
accordance with clause 13.2(a)(2); or


 


(2)                                       you terminate your employment for ‘Good
Reason’ in accordance with clause 13.3(a); or


 


(3)                                       you terminate your employment at the end of
the Term in accordance with clause 13.3(b);


 


you
will be entitled to a payment of:


 


(4)                                       12 months Total Employment Cost; and


 


(5)                                       the average of the last two years’ short term
incentive payments. Any Stub STI Payment paid to you by a previous employer
will be included in calculating your average short term incentive payment under
this clause.


 


(b)                                           Where you or the Company terminate your
employment other than in the circumstances set out in subclause (a) above,
you will only be entitled to payment of Total Employment Cost up to the date of
your termination and accrued leave entitlements.


 


13.5                                  Deduction of amounts owed


 


(a)                                            To the extent permitted by law, any
outstanding advances or other payments due to the Company by you will be
deducted before payment of any amounts on termination are made to you.


 


(b)                                           If the amounts owed by you to the Company at
the End Date exceed amounts payable to you, you agree to repay such amounts to
the Company within 14 days of the End Date.


 


10

















 


13.6                                  Return of property


 


Before
your employment ends, or as soon as practicable after it ends, you must return
all property belonging to the Company or, if agreed by both parties, pay the
Company a fair value for that property.


 


13.7                                  Resignation as director


 


If
your employment ends you:


 


(a)                                            must resign as a director of the Company or
any Group Company;


 


(b)                                           irrevocably appoint the Company Secretary of
Centro Properties Limited, or any other person nominated by the Company, as
attorney to sign a resignation as director or other officer on your behalf;


 


(c)                                            have no entitlement to any compensation for
loss of office.


 


13.8                                  No compensation


 


(a)                                            You acknowledge that if the Company ends your
employment, you have no further claim against the Company for compensation.


 


(b)                                           You agree that the salary and benefits paid to
you under this agreement include specific consideration to ensure the Company may avail itself of all its rights to
end your employment contained in this agreement.


 


14                                            Approvals


 


14.1                                  Agreement subject to Board
and shareholder approvals 


 


This
agreement is subject to all:


 


(a)                                            Board and shareholder approvals required by
law;


 


(b)                                           any necessary Regulatory Consent; and


 


(c)                                            applicable laws.


 


14.2                                  Reduction of payments


 


If
the aggregate of:


 


(1)                                  the amount that would, but for this provision,
be payable to you upon termination; and


 


(2)                                  the value of all other payments made in
connection with your retirement from board or managerial offices in the Group
(excluding any benefits to which section 200F of the Corporations Act applies),


 


exceeds
the maximum amount that could, because you are a person retiring from such
board and managerial offices, be paid to you under section 200G or section 200F
of the Corporations Act, the amount payable to you under clause 13 will be
reduced so that the aggregate value of all the benefits given, paid or payable
to you in connection with your retirement (including the amount payable under
clause 13) is equal to that maximum amount.


 


11

















 


14.3                                  Overpayment


 


If
the Company overpays you, you must, on receiving a written notice from the
Company immediately repay any money or benefits specified in such notice.


 


14.4                                  Effect of this clause


 


This
clause has effect regardless of any other provision of this agreement.


 


15                                            Disclosure of information


 


15.1                                  Your obligations during and
after employment


 


During
your employment and after your employment ends you must not use or disclose
Confidential Information unless the use or disclosure is:


 


(a)                                            required by law;


 


(b)                                           made as part of the proper performance of your
duties; or


 


(c)                                            agreed
in writing by the Company or relevant Group Company.


 


15.2                                  Preventing disclosure


 


Both
during and after your employment, you must take all reasonable and necessary
precautions to maintain the secrecy and prevent disclosure of Confidential
Information.


 


15.3                                  Survival of obligations


 


Your
obligations under this clause continue after your employment ends.


 


16                                            Intellectual property


 


16.1                                  Ownership


 


(a)                                            The Company owns all Intellectual Property
that you create during your employment.


 


(b)                                           You must do all things necessary to ensure
that the Company owns Intellectual Property that you create during your employment.


 


16.2                                  Disclosure


 


(a)                                            You must inform the Company of all
Intellectual Property that you create during your employment.


 


17                                            Moral Rights


 


If you have Moral Rights in any Intellectual Property owned by the
Company you:


 


(a)                                            irrevocably consent to any act or omission by the Company which infringes those
Moral Rights;


 


12

















 


(b)                                           agree that your consent extends to acts and
omissions by the Company’s licensees and successors in title; and


 


(c)                                            agree that your consent is a genuine consent
given under Part 9 of the Copyright Act 1968
(Cth) and has not been induced by duress or any false or misleading statement.


 


18                                            General


 


18.1                                  Governing law and
jurisdiction


 


(a)                                            This agreement is governed by the law in force
in Victoria, Australia.


 


(b)                                           Each party irrevocably submits to the
non-exclusive jurisdiction of courts exercising jurisdiction in Victoria,
Australia.


 


(c)                                            You irrevocably waive any objection to the
venue of any legal process on the basis that the process has been brought in an
inconvenient forum.


 


18.2                                  Entire agreement


 


(a)                                            This agreement states all the express terms of
the agreement between the parties in respect of its subject matter. It
supersedes all prior discussions, negotiations, understandings and agreements
in respect of its subject matter.


 


(b)                                           To avoid doubt, by entering into this
agreement you agree to terminate and waive all rights under your previous
employment contract with Centro Watt Management Joint Venture 2 LP.


 


(c)                                            You acknowledge that in accepting employment
with the Company you have not relied on any representations regarding your
employment made by the Company (or its agents or employees) other than matters
expressly set out in this agreement.


 


18.3                                  Prohibition, enforceability
and severance


 


(a)                                            Any provision of, or the application of any
provision of, this agreement which is prohibited in any jurisdiction is, in
that jurisdiction, ineffective only to the extent of that prohibition.


 


(b)                                           Any provision of, or the application of any
provision of, this agreement which is void, illegal or unenforceable in any
jurisdiction does not affect the validity, legality or enforceability of that
provision in any other jurisdiction or of the remaining provisions in that or
any other jurisdiction.


 


(c)                                            If a clause is void, illegal or unenforceable,
it may be severed without affecting the enforceability of the other provisions
in this agreement.


 


18.4                                  Waiver


 


(a)                                            The failure of either party at any time to
require performance by the other party of any provision of this agreement does
not affect the party’s right to require the performance at any time.


 


(b)                                           The waiver by either party of a breach of any
provision may not be held to be a waiver of any later breach of the provision
or a waiver of the provision itself.


 


18.5                                  Legal advice


 


You
represent that you have taken, or had the opportunity of taking, legal advice
in relation to the nature, effect and extent of this agreement.


 


13

















 


18.6                                  Counterparts


 


This
agreement may be executed in any number of counterparts and all counterparts,
taken together, constitute one instrument. A party may execute this agreement
by executing any counterpart.


 


14

















 


Signing page


 


	
   

  	
  Executed
  as an agreement

  

  Company

   

  Signed
  by

  Centro WCJV LP Inc 

  By

  



 


	
  sign here 

  	
  /s/ J. Hutchinson

  	
   

  	
   

  
	
   

  	
  VICE-PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  print name

  	
  J. Hutchinson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  sign here 

  	
  /s/ Brian Healey

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  print name

  	
  Brian Healey

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  You

   

  Signed by

  Glenn Rufrano

  



 


	
  sign here 

  	
  /s/ Glenn Rufrano

  	
   

  
	
   

  	
   

  	
   

  
	
  print name

  	
  Glenn Rufrano

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  in
  the presence of

  



 


	
  sign here 

  	
  /s/ John Newman-Morris

  	
   

  
	
   

  	
  Witness

  	
   

  
	
   

  	
   

  	
   

  
	
  print name

  	
  John Newman-Morris

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  This
  paragraph provides padding and has been hidden deliberately. Do not delete or
  unhide this paragraph

  



 


15