Exhibit 10.25


 


EMPLOYMENT AGREEMENT


 


AGREEMENT (“Agreement”),
dated as of July 30, 2007
(“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
Leonard Brumberg (“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
Employment Agreement between Executive and New Plan Realty Trust, Inc.
dated as of September 14, 2000 (“Prior Employment Agreement”) and that any
provisions of the Prior Employment Agreement that specifically survive closing
are hereby waived and deemed to be null and void and no force or effect.
Accordingly, as of the Effective Date, neither the Company (or Centro NP LLC,
the corporate successor to New Plan Excel Realty Trust, Inc.) nor the
Executive shall have any rights or obligations pursuant to the Prior Employment
Agreement; provided, however, that prior service with New Plan Realty Trust,
Inc 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 commence on the Effective Date and shall continue 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 Sectin 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 — Portfolio Management. During the Term, the Executive shall serve as the Executive Vice
President - Portfolio Management 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 - Portfolio Management of an entity of the size and
nature of Centro US; shall have such other duties, authorities and
responsibilities as the Centro US Chief Investment Officer may from time to
time reasonably designate, consistent with the foregoing; and shall report
directly to the Centro US Chief Investment 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 Chief Investment
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 has disclosed to the Company a list of boards of which
he is currently a member, and the Company has consented to his continued
membership on such boards. The Executive shall give prior written notice before
joining any new 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$338,600 (“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 25% of Base Salary for that STI
measure. If a maximum goal is achieved, Executive shall receive a STI of 37.5%
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 25% and 37.5% of Base Salary for that measure. Any payment of a
prorated STI, if target for a measure is not


 


2

















 


achieved, shall be subject to the discretion
of the Centro Board. For the financial year ending June 30, 2007,
Executive shall be eligible for a guaranteed STI payment (the “Stub STI
Payment”) between US$45,000 and US$65,000, the amount of such guaranteed STI
within such range to be at the discretion of the Centro Board payable within 5
days following the execution of this agreement. 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 50% of Base Salary and if the maximum
goal is achieved the payout shall be a total of 75% 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. With the
exception of the STI for the financial year ending June 30, 2007, all STI
amounts will be paid at the first appropriate opportunity after June 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 in line with comparable market practice.


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                    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 generally, including, without limitation, pension, income deferral,
savings, 401 (k), and other retirement plans or programs, medical, dental, vision,
prescription drug, hospitalization, short-term and long-term 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
generally. Nothing in this Section 6(f) shall be construed to require
CWMJV to establish or maintain any particular


 


3

















 


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(f).


 


(g)                                 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.


 


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 Chief Executive Officer 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 Chief Executive Officer’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 14
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


 


4

















 


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 to any Affiliate.


 


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 - Portfolio Management 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 - Portfolio Management;


 


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


 


(iii)                                    a failure by the Company to pay the Stub STI
Payment due June 30, 2007 as described in Section 6(b) within 5
days following the execution of this agreement;


 


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


 


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


 


(vi)                                   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);


 


5

















 


(vii)                           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);


 


(viii)                        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;


 


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


 


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


 


(xi)                                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.


 


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 teiminates
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.


 


As provided in Section 2
of this Agreement, any similar provision contained in the Prior Employment
Agreement is specifically waived and notwithstanding the terms thereof shall
not survive the termination of the Prior Employment Agreement.


 


In furtherance of clause
(xii) 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


 


6

















 


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 or aggregate interests in
Centro US provided that the acquisition of ownership or 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
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 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 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


 


7

















 


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 B yCWMJV
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
and accrued vacation pay through the Date of Termination, as soon as
practicable following the Date of Termination; 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 or,
where necessary to calculate the average due to a termination prior to the
completion of two (2) fiscal years with CWMJV, those bonus payments
received by Executive from New Plan Excel Realty Trust, Inc. during the
relevant period required to permit a two (2) year average calculation;


 


(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


 


8

















 


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);


 


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


 


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.


 


(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 vacation policy, his accrued
vacation pay through the Date of Termination, 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


 


9

















 


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
and accrued vacation pay through the Date of Termination, 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;


 


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


 


(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;


 


(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;


 


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


 


10.                                 Retention Bonus.  CWMJV
agrees to pay the Executive $985,000 (Nine Hundred Eighty Five Thousand
Dollars) in consideration of Executive entering into this Agreement (the


 


10














 


“Retention Bonus”). The
Retention Bonus shall be payable in two parts; (i) fifty percent (50%) of
the Retention Bonus shall be paid within 5 business days of the date of
execution of this Agreement (the “First Payment”), subject to the forfeiture rule described
in the next sentence, and (ii) except for such earlier payment as may be
required by Sections 9(a), 9(c) or 9(d), the remaining fifty percent (50%)
of the Retention Bonus shall be paid on April 20, 2008 (the “Second
Payment”). If Executive terminates his employment under Section 9(b) prior
to October 19, 2007, Executive promptly shall repay the amount of the
First Payment (and provided Executive has not terminated his employment under Section 9(b) prior
to October 19, 2007, the First Payment shall be irrevocable and not
subject to any repayment after October 19, 2007). In addition, if
Executive terminates employment under Section 9(b) prior to April 20,
2008, Executive shall forfeit the Second Payment. In addition, in the event
that CWMJV issues a notice to Executive indicating that CWMJV has elected not
to renew or extend the Term for an Additional Period such that this Agreement
will expire upon the one year anniversary of the date of this Agreement, then,
in addition to the other rights and benefits afforded Executive pursuant to Section 9(a),
the Second Payment shall be due and payable simultaneously with CWMJV providing
such non-renewal/non-extension notice.


 


11.         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.


 


12.         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


 


11

















 


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
telmination of 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 12, 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 12, the termination of Executive’s
employment or of this Agreement shall have no effect on the continuing
operation of this Section 12.


 


13.           Indemnification.


 


(a)           General. CWMJV agrees that if Executive is made a party or a threatened to be
made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “Proceeding”), by reason of the fact that
Executive is or was a trustee, director or 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.


 


12

















 


(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, 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 13
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

















 


14.         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 12(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 14
and each of CWMJV, Centro and Executive submits to jurisdiction in New York,
New York for such arbitration. 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.


 


15.         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 CWMJV
or Centro to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that CWMJV and/or Centro 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 15 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
deteimination 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


 


14

















 


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.


 


16.           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:


 


If to Executive:


Mr. Leonard Brumberg


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


 


15

















 


If to CWMJV:


Centro Watt Management Joint
Venture 2 LP


420 Lexington Avenue


7th Floor


New York, NY 10070


Attention Steven F. Siegel


 


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 mailing, on the third
business day following such mailing.


 


17.         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.


 


18.         Jurisdiction. Subject to the obligations with respect
to arbitration as provided in Section 14 hereof, 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 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..


 


19.         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.


 


20.         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.


 


16

















 


21.         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.


 


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


 


23.         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 Chief Executive Officer of
Centro US and he has no reason to believe that accepting employment as Chief
Executive Officer of Centro US would result in a disclosure of any confidential
information of any prior employer.


 


24.         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.


 


25.         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.


 


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


 


	
   

  	
  CENTRO PROPERTIES GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Andrew T. Scott

  
	
   

  	
   

  	
  Name: Andrew T. Scott

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  CENTRO WATT MANAGEMENT JOINT VENTURE 2 LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew T. Scott

  
	
   

  	
   

  	
  Name: Andrew T. Scott

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  Centro Properties Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ LEONARD
  BRUMBERG

  
	
   

  	
  LEONARD
  BRUMBERG

  



 


17