exv10w25






EXHIBIT 10.25




EMPLOYMENT AGREEMENT




          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 30, 2011 and
effective as of January 1, 2012 (the “Effective Date”), by and between Walter C. Rakowich (the
“Executive”) and ProLogis, a Maryland real estate investment trust (the “Company”).




WITNESSETH THAT:




          WHEREAS, the Executive is currently the Chief Executive Officer of the Company and the
Executive and the Company are parties to the Third Amended and Restated Employment Agreement dated
January 7, 2009 which will expire by its terms on December 31, 2011( the “Prior Employment
Agreement”); and




          WHEREAS, the Company and the Executive have agreed to enter into this Agreement to reflect the
terms and conditions of the Executive’s continuing employment with the Company from and after the
Effective Date; provided, however, that this Agreement will become effective as of the Effective
Date only if the Executive remains employed by the Company on the Effective Date and only if the
transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among AMB
Property Corporation, AMB Property, L.P., ProLogis, Upper Pumpkin LLC, New Pumpkin Inc. and Pumpkin
LLC Dated as of January 30, 2011 (the “Merger Agreement”) have become effective on or prior to the
Effective Date; provided, further, however, that, notwithstanding the foregoing and provided that
Merger has become effective on or prior to the Effective Date, Section 5 of Appendix B of this
Agreement (which is attached hereto and forms a part hereof) will become effective even if the
Executive is not continuously employed by the Company on the Effective Date.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is
hereby covenanted and agreed by the Executive and the Company as follows:




          1.       Term. Subject to the terms and conditions of this Agreement, the Company hereby
agrees to employ the Executive as its co-Chief Executive Officer for the period beginning on the
Effective Date and ending on December 31, 2012 or such earlier date specified in paragraph 4 hereof
(the “Agreement Term”), and the Executive hereby agrees to remain in the employ of the Company and
to provide services during the Agreement Term in accordance with this Agreement. Unless terminated
earlier in accordance with paragraph 4 hereof, the Executive’s employment with the Company will
terminate automatically upon the expiration of the Agreement Term.




          2.       Performance of Services. During the Agreement Term, while the Executive is
employed by the Company, the Executive shall devote his full time, energies and talents to serving
as its co-Chief Executive Officer. The Executive shall report to, and shall be subject to the
direction of, the Board of Trustees of the Company (the “Board”). The Executive agrees that he
shall perform his duties faithfully and efficiently and to the best of his abilities and shall work
cooperatively with the Company’s other co-chief executive officer to achieve the strategic
objectives of the Merger and the attendant synergies that have been identified for the combined
businesses as a result of the Merger. In addition to other duties that may be assigned to him by






 









 







the Board, it is intended that the Executive will be principally responsible for integration
of the real estate portfolios, as well as for operations, dispositions, capital deployment and risk
management following the Merger. The Executive’s duties may include providing services for both
the Company and its affiliates, as determined by the Board; provided, that the Executive shall not,
without his consent, be assigned tasks that would be inconsistent with those of a co-chief
executive officer of a comparable company to the Company. The Executive shall have such authority,
power, responsibilities and duties as are inherent in his positions (and the undertakings
applicable to his positions) and necessary to carry out his responsibilities and the duties
required of him hereunder. Notwithstanding the foregoing provisions of this paragraph 2, during
the Agreement Term, the Executive may devote reasonable time to the supervision of his personal
investments and activities involving professional, charitable, community, educational, religious
and similar types of organizations, speaking engagements, membership on the boards of directors of
other organizations, and similar types of activities, to the extent that such other activities do
not, in the judgment of the Board, interfere with the performance of the Executive’s duties under
this Agreement, violate the terms of any of the covenants contained in paragraph 6 or 7 hereof or
otherwise conflict in any material way with the business of the Company or any of its affiliates;
provided, however, that the Executive shall not serve on the board of any business, or hold any
other position with any business, without the prior consent of a majority of the nonemployee
members of the Board.




          3.       Compensation. Subject to the terms of this Agreement, during the Agreement Term,
while the Executive is employed by the Company, the Company shall compensate him for his services
in accordance with Appendix A hereto which is incorporated herein and forms part of this Agreement.




          4.      Termination. The Executive’s employment with the Company and the Agreement Term
may be terminated by the Company or the Executive prior to December 31, 2012 without any breach of
this Agreement only under the circumstances described in subparagraphs 4(a) through 4(f):




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



                    (b)      Disability. The Company may terminate the Executive’s employment hereunder upon
his becoming Disabled. The Executive shall be considered “Disabled” during any period in which he
is, by reason of a medically determinable physical or mental impairment, entitled to receive cash
benefits (after completion of any applicable waiting period) under the Company’s long-term
disability benefit plan as in effect from time to time for the Executive.



                    (c)      Cause. The Company may terminate the Executive’s employment hereunder at any time
for Cause. For purposes of this Agreement, the term “Cause” shall mean in the reasonable judgment
of the Board (i) the willful and continued failure by the Executive to substantially perform his
duties with the Company or any of its affiliates, which failure is not corrected within 30 days
after written notification by the Board, (ii) the willful engaging by the Executive in conduct
which is demonstrably injurious to the Company or any of its affiliates, monetarily or otherwise,
or (iii) the engaging by the Executive in egregious misconduct involving serious moral turpitude.
For purposes hereof, no act, or failure to act, on the



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Executive’s part shall be deemed “willful” if done, or omitted to be done, by the Executive in
good faith or with a reasonable belief that such action was in the best interest of the Company or
any of its affiliates.




                    (d)      Good Reason. The Executive may terminate his employment hereunder for Good
Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s express
written consent (and except in consequence of a prior termination of the Executive’s employment),
the occurrence of any of the following circumstances:




	 	(i)	 	A material reduction by the Company in the Executive’s Salary
or Target Bonus (as defined in Appendix A) percentage.
	 
	 	(ii)	 	A relocation of the Executive’s base office to an office that
is more than 30 highway miles from the Executive’s base office on the day
immediately prior to the Effective Date.
	 
	 	(iii)	 	Failure of the Company to obtain a satisfactory agreement from
any successor to assume and agree to perform this Agreement.






In order for the Executive to terminate his employment hereunder for Good Reason,
(x) the Executive must provide written notice to the Company of the occurrence of
Good Reason within 90 days after the Executive first has knowledge of the
circumstances constituting Good Reason, which notice shall specifically identify the
circumstances which the Executive believes constitute Good Reason; (y) the Company
must fail to correct the circumstances constituting “Good Reason” within 30 days
after such notice; and (z) the Executive must resign within six months after the
initial existence of such circumstances.



                    (e)      Termination by Executive Without Good Reason. The Executive may terminate his
employment hereunder at any time for any reason by giving the Company at least 60 days prior
written notice; provided, however, that in order for the Executive to terminate employment on
account of Good Reason, the procedures in subparagraph 4(d) must be followed.



                    (f)      Termination by Company Without Cause. The Company may terminate the Executive’s
employment hereunder at any time without Cause by giving the Executive prior written notice of such
termination; provided, however that in order for the Company to terminate the Executive’s
employment for Cause, the procedures in subparagraph 4(c) must be followed. Notwithstanding the
foregoing provisions of this subparagraph 4(f), if the Executive’s employment is terminated by the
Company in accordance with this subparagraph 4(f), and within a reasonable time period thereafter,
it is determined by the Board that circumstances existed which would have constituted a basis for
termination of the Executive’s employment for Cause in accordance with subparagraph 4(c)
disregarding circumstances which could have been remedied if notice had been given in accordance
with subparagraph 4(c), the Executive’s employment will be deemed to have been terminated for Cause
in accordance with subparagraph 4(c).



                    (g)      Termination Notice. Any termination of the Executive’s employment by the Company
or the Executive (other than a termination pursuant to subparagraph 4(a)) must be



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communicated by a written notice to the other party hereto which is dated, which indicates the
Date of Termination (not earlier than the date on which the notice is provided), and which
indicates the specific termination provision in this Agreement relied on and, except for a
termination pursuant to subparagraph 4(e) or 4(f), sets forth in reasonable detail the facts and
circumstances, if any, claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated.



                    (h)      Date of Termination. “Date of Termination” means the last day the Executive is
employed by the Company and its affiliates, provided that the Executive’s employment is terminated
in accordance with the foregoing provisions of this paragraph 4 and such termination constitutes a
“separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) determined
in accordance with the default provisions thereof. Notwithstanding any other provision of this
Agreement to the contrary, following delivery by the Executive of notice of termination for any
reason, the Company may accelerate the Date of Termination by written notice to the Executive;
provided, however, that Executive shall be entitled to receive any compensation that would have
otherwise accrued between the Date of Termination specified in the Executive’s notice of
termination and the Date of Termination as accelerated by the Company.



                    (i)      Duties on Termination. Subject to the terms and conditions of this Agreement,
during the period beginning on the date a termination notice is delivered from one party to the
other and ending on the Date of Termination, the Executive shall continue to perform his duties as
set forth in this Agreement and shall also perform such services for the Company as are necessary
and appropriate for a smooth transition to the Executive’s successor, if any, and shall continue to
be entitled to compensation for such period in accordance with the terms of this Agreement. If, on
the Date of Termination, the Executive is a member of the Board or the board of trustees or board
of directors of any of the Company’s affiliates, or holds any other position with the Company or
any of its affiliates (other than the position described in paragraph 2 hereof), the Executive
shall resign from all such positions as of the Date of Termination.



          5.      Rights Upon Termination. The Executive’s right to payments and benefits under this
Agreement for periods after his Date of Termination shall be determined in accordance with the
provisions Appendix B hereto which is incorporated herein and forms part of this Agreement.




          6.      Confidential Information. The Executive agrees that, during the Agreement Term,
and at all times thereafter:




                    (a)      Except as may be required by the lawful order of a court or agency of competent
jurisdiction, except as necessary to carry out his duties to the Company and its affiliates, or
except to the extent that the Executive has express authorization from the Company, the Executive
agrees to keep secret and confidential indefinitely, all Confidential Information, and not to
disclose the same, either directly or indirectly, to any other person, firm, or business entity, or
to use it in any way.



                    (b)      To the extent that any court or agency seeks to have the Executive disclose Confidential
Information, he shall promptly inform the Company, and he shall take such reasonable steps to
prevent disclosure of Confidential Information until the Company has been



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informed of such requested disclosure, and the Company has an opportunity to respond to such
court or agency. To the extent that the Executive obtains information on behalf of the Company or
any of its affiliates that may be subject to attorney-client privilege as to the Company’s
attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such
information and to preserve such privilege.



                    (c)      Nothing in the foregoing provisions of this paragraph 6 shall be construed so as to
prevent the Executive from using, in connection with his employment for himself or an employer
other than the Company or any of its affiliates, knowledge which was acquired by him during the
course of his employment with the Company and its affiliates, and which is generally known to
persons of his experience in other companies in the same industry.



                    (d)      For purposes of this Agreement, the term “Confidential Information” shall include all
non-public information (including, without limitation, information regarding litigation and pending
litigation) concerning the Company and its affiliates which was acquired by or disclosed to the
Executive during the course of his employment with the Company, or during the course of his
consultation with the Company following his Date of Termination.



                    (e)      This paragraph 6 shall not be construed to unreasonably restrict the Executive’s ability
to disclose confidential information in an arbitration proceeding or a court proceeding in
connection with the assertion of, or defense against any claim of breach of this Agreement in
accordance with paragraph 18.



          7.       Noncompetition; Nonsolicitation; Nondisparagement.




                    (a)      During the Restricted Period (as defined below) the Executive will not, without the
Company’s prior written consent, directly or indirectly, for the Executive’s own account or for or
on behalf of any other person or entity, whether an officer, director, employee, partner,
consultant or otherwise, engage or participate in, directly or indirectly, alone or as principal,
agent, employee, employer, consultant, investor or partner of, or assist in the management of, or
provide advisory or other services to, or own any stock or any other ownership interest in, or make
any financial investment in, any business or entity which is Competitive with the Company (as
defined below). For purposes of this Agreement:




                    (i)      The term “Restricted Period” means the period during which the Executive is
employed by the Company and if the Date of Termination occurs (x) prior to December 31, 2012
as the result of termination by the Company other than for Cause or termination by the
Executive for Good Reason, or (y) as the result of the expiration of the Agreement Term on
December 31, 2012, the period ending on December 31, 2014. In other cases, the term
Restricted Period means the period during which the Executive is employed by the Company and
ending on the first anniversary of the Date of Termination.




                    (ii)      A business or entity shall be considered “Competitive with the Company” if it
engages in any of the businesses in which the Company or any of its affiliates engages,
including the business of providing distribution facilities or services, the acquisitions of
properties for such purpose and the design of business strategies for



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such purpose. For purposes of the portion of the Restricted Period following the
Executive’s termination of employment, the businesses in which the Company or any of its
affiliates engages shall be determined as of the Executive’s termination of employment.
Further, for periods after the Executive’s termination of employment, a business entity
shall not be considered “Competitive with the Company” for purposes of this Agreement if it
builds anything other than industrial warehouses or acquires property for purposes of
developing anything other than industrial warehouses and the Executive’s investment in such
business or entity does not exceed $10,000,000 with respect to any one transaction or
$20,000,000 in the aggregate for all transactions for the portion of the Restricted Period
following his Date of Termination.



                    (b)      During the Restricted Period, the Executive covenants and agrees that he will not, whether
for himself or for any other person, business, partnership, association, firm, company or
corporation, initiate contact with, solicit, divert or take away any of the customers of the
Company or its affiliates (or entities or individuals from which the Company or any of its
affiliates receives payment for services) or employees of the Company or any of its affiliates,
provided such customer or employee (i) was a customer or employee of the Company or any of its
affiliates during the Executive’s employment with the Company and (ii) is a customer or employee of
the Company or any of its affiliates at the time of such initiation, solicitation or diversion.



                    (c)      The Executive agrees that he shall not directly (or through any other person or entity)
make any public or private statement (whether oral or in writing) that is derogatory or damaging to
the Company or any of its affiliates, including, but not limited to, their businesses, activities,
operations, affairs, products, services, reputation or prospects or any of their officers,
employees or directors; provided, however, that this subparagraph 7(c) shall not prevent the
Executive from having any communications with his immediate family or his financial and tax
advisors, accountants or attorneys or from giving testimony pursuant to compulsory process of law.
The Company agrees that the executive officers, members of the Board and management-level human
resources employees of the Company shall not directly (or through any other person or entity) make
any public statement or any statement to a third party (whether oral or written) that is derogatory
or damaging to the Executive or his business reputation; provided, however, that the foregoing
shall not (i) prevent such executive officers, members of the Board or management-level human
resources employees of the Company from having any communications with one another or with their
legal or professional advisors, or (ii) prevent the Company or any of its representatives from
making disclosure that may be required under any applicable law, regulation or rule, including any
rule of any securities exchange upon which any securities of the Company are listed, or giving
testimony that may be required before any tribunal or administrative agency or pursuant to
compulsory process of law or other applicable law.



          8.      Assistance with Claims. The Executive agrees that, for the period beginning on the
Effective Date and continuing for a reasonable period after the Executive’s termination of
employment, the Executive will assist the Company and its affiliates in defense of any claims that
may be made against the Company and its affiliates, and will assist the Company and its affiliates
in the prosecution of any claims that may be made by the Company or any of its affiliates, to the
extent that such claims may relate to services performed by the Executive for the






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Company and its affiliates. The Executive agrees to promptly inform the Company if he becomes
aware of any lawsuits involving such claims that may be filed against the Company or any of its
affiliates. The Company agrees to provide legal counsel to the Executive in connection with such
assistance (to the extent legally permitted), and to reimburse the Executive for all of the
Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel
expenses and reasonable legal expenses. The Executive shall choose his legal counsel in his
reasonable sole discretion. For periods after the Executive’s employment with the Company
terminates, the Company agrees to provide reasonable compensation to the Executive for such
assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in
any investigation of the Company or any of its affiliates (or their actions) that may relate to
services performed by the Executive for the Company or any of its affiliates, regardless of whether
a lawsuit has then been filed against the Company or any of its affiliates with respect to such
investigation.




          9.      Equitable Remedies. The Executive acknowledges that the Company would be
irreparably injured by a violation of paragraphs 6 or 7 hereof and he agrees that the Company, in
addition to any other remedies available to it for such breach or threatened breach, shall be
entitled to a preliminary injunction, temporary restraining order, or other equivalent relief from
a court of competent jurisdiction restraining the Executive from any actual or threatened breach of
any of paragraphs 6 or 7. If a bond is required to be posted in order for the Company to secure an
injunction or other equitable remedy, the parties agree that said bond need not be more than a
nominal sum.




          10.      Nonalienation. Except as otherwise required by law, the interests of the
Executive under this Agreement are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Executive
or the Executive’s beneficiary.




          11.      Withholding. All payments and benefits under this Agreement are subject to
withholding of all applicable taxes.




          12.      Amendment. This Agreement may be amended or cancelled only by mutual agreement of
the parties in writing without the consent of any other person. So long as the Executive lives, no
person, other than the parties hereto, shall have any rights under or interest in this Agreement or
the subject matter hereof. In the event of the Executive’s death prior to the date that the
Executive receives payment of all amounts due and payable to the Executive under this Agreement,
such amounts shall be paid to the Executive’s estate.




          13.      Applicable Law. The provisions of this Agreement shall be construed in accordance
with the laws of the State of Colorado, without regard to the conflict of law provisions of any
state.




          14.      Severability. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other provision of this Agreement,
and this Agreement will be construed as if such invalid or unenforceable provision were omitted
(but only to the extent that such provision cannot be appropriately reformed or modified).







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          15.      Waiver of Breach. No waiver by any party hereto of a breach of any provision of
this Agreement by any other party, or of compliance with any condition or provision of this
Agreement to be performed by such other party, will operate or be construed as a waiver of any
subsequent breach by such other party of any similar or dissimilar provisions and conditions at the
same or any prior or subsequent time. The failure of any party hereto to take any action by reason
of such breach will not deprive such party of the right to take action at any time while such
breach continues.




          16.      Successors. This Agreement shall be binding upon, and inure to the benefit of,
the Company and its successors and assigns and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets
and business, and the successor shall be substituted for the Company under this Agreement. Without
limiting the generality of the foregoing, upon the effective time of the Merger, the Company shall
take all actions necessary to ensure that the Surviving Corporation (as defined under the Merger
Agreement) assumes the obligations of the Company under and with respect to this Agreement and,
upon such assumption, the Surviving Corporation shall be substituted in all respects for the
Company under this Agreement.




          17.      Notices. Notices and all other communications provided for in this Agreement
shall be in writing and shall be delivered personally or sent by registered or certified mail,
return receipt requested, postage pre-paid, or sent by pre-paid overnight courier to the parties at
the addresses set forth below:




                    to the Company:



                    ProLogis



                    At its corporate headquarters

                    Attn: General Counsel with a copy to the Secretary



                    or to the Executive:



                    To his last address shown on the payroll records of the Company


Such notices and other communications shall be deemed given (a) in the case of delivery by
overnight service with guaranteed next day delivery, the next day or the day designated for
delivery; and (b) in the case of certified or registered U.S. mail, 5 days after deposit in the
U.S. mail; provided, however, that in no event shall any such communications be deemed to be given
later than the date they are actually received. Each party, by written notice furnished to the
other party, may modify the applicable delivery address, except that notice of change of address
shall be effective only upon receipt.




          18.      Arbitration of All Disputes. Except as otherwise provided in paragraph 9, any
controversy or claim arising out of or relating to this Agreement (or the breach thereof) shall be
settled by final, binding and non-appealable arbitration in Colorado by three arbitrators. Except
as otherwise expressly provided in this paragraph 18, the arbitration shall be conducted in
accordance with the Commercial Rules of the American Arbitration Association (the






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“Association”) then in effect. One of the arbitrators shall be appointed by the Company, one
shall be appointed by the Executive, and the third shall be appointed by the first two arbitrators.
If the first two arbitrators cannot agree on the third arbitrator within 30 days of the
appointment of the second arbitrator, then the third arbitrator shall be appointed by the
Association. Judgment on the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The arbitrators shall have the authority to award any remedy or relief that
a court of competent jurisdiction could order or grant, including, without limitation, the issuance
of an injunction. However, either party may, without inconsistency with this arbitration
provision, apply to any court having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award is rendered or the
controversy is otherwise resolved. Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, to obtain interim relief or as otherwise
required by law, neither a party nor an arbitrator may disclose the existence, content or results
of any arbitration hereunder without the prior written consent of the Company and the Executive.
The Company and the Executive acknowledge that this Agreement evidences a transaction involving
interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the
United States Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision.




          19.     Legal and Enforcement Costs. The provisions of this paragraph 19 shall apply if
it becomes necessary or desirable for the Executive to retain legal counsel or incur other costs
and expenses in connection with any proceeding to enforce any or all of his rights under this
Agreement:




                    (a)      Subject to subparagraph 19(d) hereof, the Executive shall be entitled to recover from the
Company reasonable attorneys’ fees, costs and expenses incurred by him in connection with such
enforcement, provided that the Executive shall only be reimbursed for attorneys’ fees, costs or
expenses incurred after, or during the 10 day period preceding, written notice to the Company that
he intends to seek recovery from the Company under this paragraph 19.



                    (b)      The Company shall advance to the Executive (or directly to the Executive’s attorneys)
reasonable attorneys’ fees, experts’ fees, costs and expenses incurred by the Executive in
accordance with this paragraph 19 following submission by the Executive to the Company in
accordance with Section 6 of Appendix A of appropriate documentation (redacted for privilege, if
appropriate) evidencing the incurrence of such attorneys’ fees, costs and expenses; provided,
however, that the Company shall not be required to advance any such amounts to the Executive unless
the Executive furnishes to the Company a written undertaking reasonably satisfactory to the Company
to repay to the Company all amounts to be advanced to the Executive by the Company within 90 days
in the event that it is determined in accordance with subparagraph 19(d) hereof that the Executive
is not entitled to recover such attorneys’ fees, costs or expenses from the Company.



                    (c)      The Executive shall be entitled to select his legal counsel; provided, however, that such
right of selection shall not affect the requirement that any costs and expenses reimbursable under
this paragraph 19 be reasonable.



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                    (d)      With respect to any proceeding under paragraph 9 or 18, if the Executive is not successful
on the merits of at least one material issue in dispute in any proceeding or to the extent that the
arbitrators in such proceeding shall determine that under the circumstances recovery by the
Executive of all or a part of any such fees and costs and expenses would be unjust or
inappropriate, the Executive shall not be entitled to such recovery; and to the extent that such
amounts shall have been recovered by the Executive previously, the Executive shall repay such
amounts to the Company within 90 days after it is determined that he is not entitled to recover
such costs or expenses from the Company. If the Executive initiated such proceeding and he is
successful on the merits of at least one material issue in dispute in such proceeding, but is not
successful on the merits of all material issues set forth in the Executive’s demand for arbitration
in such proceeding, the Executive shall be entitled to a pro rata portion of such attorneys’ fees,
costs and expenses based upon the ratio of the amount in controversy with respect to which the
Executive was successful in such proceeding to the total amount in controversy pursuant to the
Executive’s demand for arbitration in such proceeding, unless the arbitrators in such proceeding
shall determine that under the circumstances that recovery by the Executive of such lesser amount
of the Executive’s fees, costs and expenses would be unjust or inappropriate.



          20.      Survival of Agreement. Except as otherwise expressly provided in this Agreement,
the rights and obligations of the parties to this Agreement shall survive the termination of the
Executive’s employment with the Company.




          21.      Entire Agreement. Except as otherwise noted herein or in any separation agreement
subsequently entered into by the Executive and the Company, this Agreement, including any
Appendices or Exhibit(s) attached hereto, constitutes the entire agreement between the parties
concerning the subject matter hereof and, when it becomes effective, will supersede all prior and
contemporaneous agreements between the parties relating to the subject matter hereof, including,
but not limited to, the Prior Employment Agreement. Notwithstanding the foregoing, paragraph 3(d)
of the Prior Employment Agreement shall remain operative and shall not be superseded by the
provisions of this Agreement until such time as any Incentive Awards governed by Section 3(d) of
the Prior Employment Agreement become fully vested in accordance with the terms of this Agreement.




          22.      Counterparts. This Agreement may be executed in two counterparts, each of which
shall be deemed to be an original but both of which together will constitute one and the same
instrument. One or more counterparts of this Agreement may be delivered by facsimile, with the
intention that delivery by such means shall have the same effect as delivery of an original
counterpart thereof.




          23.      Special 409A Provisions. Notwithstanding any other provision of this Agreement to
the contrary, if any payment hereunder is subject to section 409A of the Code and if such payment
is to be paid on account of the Executive’s separation from service (within the meaning of section
409A of the Code), if the Executive is a specified employee (within the meaning of section
409A(a)(2)(B) of the Code), and if any such payment is required to be made prior to the first day
of the seventh month following the Executive’s separation from service, such payment shall be
delayed until the first day of the seventh month following the Executive’s separation from service.
To the extent that any payments or benefits under this Agreement are subject to






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section 409A of the Code and are paid or provided on account of the Executive’s termination of
employment or the Date of Termination, the determination as to whether the Executive has had a
termination of employment (or separation from service) shall be made in accordance with section
409A of the Code and the guidance issued thereunder without application of any alternative levels
of reductions of bona fide services permitted thereunder. Except as otherwise specifically
provided herein, any delayed payment shall be made without liability for interest or other loss of
investment opportunity.






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          IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company has caused these
presents to be executed in its name and on its behalf, all as of the Effective Date.




	 	 	 	 	 	 	 

	 	 	PROLOGIS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Walter C. Rakowich	 	 






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APPENDIX A




Compensation



Subject to the terms of the Agreement, during the Agreement Term, while the Executive is employed
by the Company, the Company shall compensate him for his services as follows:




          1.      Salary. The Executive shall receive a base salary at the annual rate of $1,000,000
(the “Salary”) payable in installments in the same manner as salary is paid to other
corporate-level senior executives of the Company.




          2.      Bonus. For the Agreement Term, the Executive may receive an annual bonus that has
a target equal to 150% of his Salary (the “Target Bonus”) and such bonus shall be not less than
zero and not more than 200% of his Target Bonus; provided, however, that the actual amount of the
annual bonus earned by and payable to the Executive in any year shall be determined upon the
satisfaction of goals and objectives established by the Management Development and Compensation
Committee of the Board (the “Committee”) and communicated to the Executive, and shall be subject to
such other terms and conditions of the Company’s annual bonus plan as in effect from time to time,
including the right of the Committee, in its discretion, to reduce the amount of the annual bonus
following the end of the year in which such annual bonus shall have been earned. The Executive’s
bonus pursuant to this Section 2 shall be paid at the same time as bonuses are paid to other
similarly-situated corporate-level executives of the Company.




          3.      Incentive Awards. For 2012, the Executive shall be granted the opportunity to earn
a long-term incentive award (an “Incentive Award”) having an annual aggregate value of $4,800,000
(the “Target Incentive Award”). The actual Incentive Award for 2012 will not be less than 60% or
more than 160% of the Target Incentive Award based on satisfaction of performance metrics
established by the Committee. The Incentive Award will be made at the same time as Incentive
Awards are made to other similarly-situated corporate-level executives of the Company and, except
as provided herein, shall have terms and conditions which are substantially similarly to those
applicable to similarly-situated corporate-level executives of the Company.




          4.      Benefit Plans. Except as otherwise specifically provided to the contrary in the
Agreement, the Executive shall be eligible to participate in the Company’s employee benefit plans,
programs, policies and arrangements to the same extent and on the same terms as those benefits are
provided by the Company from time to time to similarly-situated corporate-level executives of the
Company whose principal residence and Company workplace is in the United States.




          5.      Restatement. In the event that the Company materially restates or otherwise
materially modifies any of its financial statements, the Company and the Executive shall submit to
arbitration, pursuant to paragraph 18 of the Agreement, the question of whether and in what amount,
if any, compensation previously paid to the Executive based upon the satisfaction of goals and
objectives established by the Committee pursuant to this Appendix A exceeded the amount of
compensation that would have been paid to the Executive based upon the extent to






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which such goals and objectives actually had been satisfied, as determined based upon the
restated or modified financial statements (such excess being referred to herein as the “Excess
Compensation”). If it is determined pursuant to such arbitration proceeding that the Executive was
paid Excess Compensation, the Executive shall pay to the Company a cash amount equal to the Excess
Compensation within 30 days following the Executive’s receipt of notice of such determination. If
the Executive fails to pay such cash amount to the Company within such 30-day period, the Company
shall be entitled, in its discretion, (a) to set off the amount of the Excess Compensation against
amounts of compensation payable, or to become payable, to the Executive by the Company, (b) cause
the Executive to forfeit equity awards granted by the Company and held by the Executive having a
value equal to the amount of the Excess Compensation, (c) cause the Executive to forfeit any shares
of the Company acquired by the Executive (after tax withholding therefrom) upon the vesting of any
awards granted by the Company having an aggregate Fair Market Value on the date of such forfeiture
(after tax withholding therefrom) equal to the amount of the Excess Compensation, or (d) take any
combination of the actions described in the foregoing paragraphs (a), (b) and (c). Notwithstanding
the foregoing, in no event shall any such offset be applied to any compensation otherwise payable
to the Executive if such offset would cause the Executive to incur accelerated taxation or tax
penalties under section 409A of the Code. Notwithstanding the foregoing, if the Company
establishes a “clawback” policy generally or if a “clawback” policy is applicable to the Executive
as the result of applicable law, the Securities and Exchange Commission or the rules of any stock
exchange on which the shares of the Company are traded, the Executive shall be subject to such
alternative clawback policies.




          6.      Expense Reimbursement. The Executive is authorized to incur reasonable expenses
for entertainment, travel, meals, lodging and similar items in promoting the Company’s business.
The Company will reimburse the Executive for reasonable expenses so incurred in accordance with the
normal practices of the Company.




          7.      Reimbursable Expenses. Any reimbursement (including any reimbursement under
paragraph 8 of the Agreement or advancement under Section 9 of this Appendix A) payable to the
Executive pursuant to the Agreement shall be conditioned on the submission by the Executive of all
expense reports (or invoices with respect to any advancement under Section 9 of this Appendix A)
reasonably required by the Company under any applicable expense reimbursement policy, and shall be
paid to the Executive within 30 days following receipt of such expense reports (or invoices
redacted for privilege as may be appropriate), but in no event later than the last day of the
calendar year following the calendar year in which the Executive incurred the reimbursable expense.
Any amount of expenses eligible for reimbursement during a calendar year shall not affect the
expenses eligibility for reimbursement during any other calendar year. The right to reimbursement
pursuant to the Agreement shall not be subject to liquidation or exchange for any other benefit.




          8.      Directors and Officers Insurance. The Executive shall be named as an insured and
covered against the same claims and at the same level of insurance under the Directors and Officers
insurance purchased by the Company for members of the Board.




          9.      Indemnity. To the maximum extent permitted applicable law, the Amended and
Restated Declaration of Trust of the Company and the Amended and Restated Bylaws of the






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Company (in the case of such Declaration of Trust and Bylaws, as in effect on the Effective
Date), the Company shall indemnify the Executive against, and shall pay and advance to the
Executive, all expenses, including, without limitation, attorneys’ fees, disbursements and
retainers, accounting and witness fees, travel and deposition costs, expenses of investigations,
judicial or administrative proceedings and appeals, amounts paid in settlement by the Executive or
on behalf of the Executive, actually incurred by the Executive in connection with any threatened,
pending or completed claim, action, suit or proceeding, formal or informal, whether brought in the
right of the Company or otherwise and whether of a civil, criminal, administrative or investigative
nature, by reason of the fact that the Executive was serving as a director, officer, employee or
agent of the Company or its affiliates or was serving at the Company’s request as a director,
officer, employee, or agent of another corporation, limited liability company, partnership, joint
venture, trust, or other enterprise; provided, however, that the Company shall not be required to
advance any such amounts to the Executive unless the Executive furnishes to the Company a written
undertaking reasonably satisfactory to the Company to repay to the Company all amounts to be
advanced to the Executive by the Company in the event that it is determined in accordance with this
Section 9 that the Executive is not entitled to any indemnification pursuant to this Section 9.




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APPENDIX B




Rights Upon Termination




          1.      Termination for Any Reason. If the Executive’s Date of Termination occurs during
the Agreement Term for any reason, the Company shall pay to the Executive:




                    (a)      The Executive’s Salary (to the extent not previously paid) for the period ending on the
Date of Termination and payment for unused vacation days, as determined in accordance with Company
policy as in effect from time to time, all payable within 30 days of the Date of Termination (or
such earlier date required by applicable law).



                    (b)      If the Date of Termination occurs on or after the last day of a performance period
(including as a result of termination upon expiration of the Agreement Term on December 31, 2012)
and prior to the payment of the Target Bonus or other applicable bonus amount (as described in
Section 2 of Appendix A) for the period, the Executive shall be paid such bonus amount at the
regularly scheduled time.



                    (c)      Any other payments or benefits to be provided to the Executive by the Company pursuant to
any employee benefit plans or arrangements of the Company, to the extent such amounts are due from
the Company.



                    (d)      Any unreimbursed business expenses payable pursuant to Section 6 of Appendix A for the
period ending on such termination.


Nothing in the Agreement shall be construed as requiring the Executive to be treated as employed by
the Company for purposes of any employee benefit plan or arrangement following the date of the
Executive’s Date of Termination.




          2.       Death or Disability. If the Executive’s Date of Termination occurs during the
Agreement Term under circumstances described in subparagraph 4(a) of the Agreement (relating to the
Executive’s death) or in subparagraph 4(b) of the Agreement (relating to the Executive’s being
Disabled), then, in addition to the amounts payable under Section 1, the Executive shall be
entitled to (a) a bonus pursuant to Section 2 of Appendix A for the fiscal year in which the Date
of Termination occurs based on actual performance for such full fiscal year under the applicable
bonus plan, determined solely by the achievement of those corporate financial goals and objectives
established for the similarly-situated corporate-level executives of the Company including the
Executive (and not upon the achievement of any additional operating, strategic or other goals or
objectives established only for the Executive, and without the exercise of any negative
discretion), multiplied by a fraction, the numerator of which is the number of days that the
Executive was employed by the Company during such fiscal year, and the denominator of which is 365,
and (b) a pro rata portion of the Incentive Award pursuant to Section 3 of Appendix A for the
calendar year in which the Date of Termination occurs determined by multiplying $4,800,000 by a
fraction, the numerator of which is the number of days that the Executive was employed by the
Company during such calendar year, and the denominator of which is 365. Any prorated bonus payable
pursuant to this Section 2 shall be payable within 30 days following the Date of Termination and
any pro-rated Incentive Award payable pursuant to this Section 2 shall be paid or granted on the
Date of Termination. Additionally, if the






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Executive’s Date of Termination occurs pursuant to this Section 2, to the extent any incentive
awards were awarded for periods prior to 2012 and are not vested or have not been paid as of the
Date of Termination, such awards shall be immediately vested from and after the Date of
Termination, subject, if applicable, to satisfaction of any performance conditions, without regard
to the expiration of the Agreement Term, the fact that his Date of Termination occurs prior to the
end of the performance period or the fact that his Date of Termination occurs prior to the date on
which such awards are otherwise paid to other employees of the Company. Any payments relating to
incentive awards described in the preceding sentence shall be paid within 30 days following the
Date of Termination (or, if later, the date on which any applicable performance conditions are
satisfied) but in no event later than the date that such awards would otherwise have been paid to
similarly-situated corporate level executives of the Company.




          3.      Termination for Cause; Termination Without Good Reason. If the Executive’s Date of
Termination occurs during the Agreement Term under circumstances described in subparagraph 4(c) of
the Agreement (relating to the Executive’s termination for Cause) or subparagraph 4(e) of the
Agreement (relating to termination by the Executive’s other than for Good Reason), then, except as
otherwise expressly provided in this Agreement or otherwise agreed in writing between the Executive
and the Board, the Company shall have no obligation to make payments under this Agreement for
periods after the Executive’s Date of Termination.




          4.      Termination for Good Reason; Termination Without Cause; Expiration of the Agreement
Term. If the Executive’s Date of Termination occurs during the Agreement Term under
circumstances described in subparagraph 4(d) of the Agreement (relating to termination by the
Executive for Good Reason) or subparagraph 4(f) of the Agreement (relating to termination by the
Company without Cause), or if his employment terminates upon expiration of the Agreement Term on
December 31, 2012, then, in addition to the amounts payable in accordance with Section 1:




                    (a)      The Executive shall receive from the Company an amount equal to the sum of (i) his Salary
for the period beginning on his Date of Termination and ending on December 31, 2012 (if any), (ii)
$6,000,000, and (iii) if his Date of Termination occurs pursuant to this Section 4 and other than
as a result of the expiration of the Agreement Term, his Target Bonus (collectively, the “Severance
Payment”). The Severance Payment shall be payable to the Executive in substantially equal payroll
installments for the period commencing on his Date of Termination and ending on December 31, 2014
(the “Severance Period”) commencing on the 60th day after the Executive’s Date of
Termination (the “Payment Date”); provided, however, that to the extent that, under section 409A of
the Code, any portion of the Severance Payment would be treated as payment in substitution of an
amount of nonqualified deferred compensation (within the meaning of section 409A of the Code) to
which the Executive would have been entitled under the provisions of the Prior Employment
Agreement, the amount of each installment of the Severance Payment shall be adjusted such that in
no event shall there be an acceleration, further deferral or offset of an amount of nonqualified
deferred compensation resulting in accelerated taxation or tax penalties under section 409A of the
Code. The Company’s obligation to make payments under this subsection 4(a) shall cease with
respect to periods after the breach by the Executive of any of the provisions of paragraphs 6 or 7
of the Agreement.



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                    (b)      The Executive shall receive, at the Company’s expense, continuation of coverage under the
medical and dental plans and arrangements of the Company in which the Executive was participating
at the time of his termination of employment (the “Post-Termination Coverage”) through December 31,
2014; provided that in no event shall the benefits provided (or made available) with respect to the
Post-Termination Coverage be materially less favorable than those provided to active
similarly-situated corporate-level executives of the Company from time to time. For the period
commencing on the Executive’s Date of Termination and ending on the 60th day thereafter,
any Post-Termination Coverage shall be provided at the Executive’s expense and, if the Release
Requirements (as defined below) are satisfied on the 45th day after the Date of
Termination, the Executive shall be entitled to a lump sum payment in an amount equal to any
contributions the Company would have made to the cost of Post-Termination Coverage for such 60-day
period, which lump sum payment shall be made on the Payment Date.



                    (c)      Payment of $12,000 in a lump sum (which payment is intended to be compensation for
benefits under welfare benefit plans of the Company, other than the Post-Termination Coverage, in
which the Executive participates), which lump sum payment shall be made on the Payment Date.



                    (d)      The Executive shall be entitled to the Incentive Award (as described in Section 3 of
Appendix A) to which he would otherwise be entitled for 2012 (and, if the Incentive Award for 2011
has not been granted as of the Date of Termination, the Incentive Award for 2011) based on actual
performance for the applicable period, without regard to the expiration of the Agreement Term, the
fact that his Date of Termination occurs prior to the end of the performance period or the fact
that his Date of Termination occurs prior to the date on which such awards are otherwise provided
to other employees of the Company. The Incentive Award shall be made to the Executive at the same
time that Incentive Awards for the applicable period are otherwise provided to similarly-situated
corporate-level executives of the Company and, in each case, shall be fully vested from and after
the Date of Termination subject to satisfaction of any performance conditions.



                    (e)      To the extent that any incentive awards were awarded for periods prior to 2012 and are not
vested or have not been paid as of the Date of Termination, such awards shall be vested from and
after the Date of Termination, subject, if applicable, to satisfaction of any performance
conditions, without regard to the expiration of the Agreement Term, the fact that his Date of
Termination occurs prior to the end of the performance period or the fact that his Date of
Termination occurs prior to the date on which such awards are otherwise paid to other employees of
the Company. Any payments relating to such incentive award shall be paid within 30 days after the
Date of Termination (or, if later, the date on which any applicable performance conditions are
satisfied) but in no event later than the date that such awards would otherwise have been paid to
similarly-situated corporate level executives of the Company.


Except as provided in subsection 4(b) (relating to continuation of Post-Termination Coverage at the
Executive’s expense during the 60-day period following the Date of Termination) or subsection 4(d)
(relating to Executive’s Incentive Award), payments to be made and benefits to be provided to the
Executive pursuant to this Section 4 shall be provided or shall commence on the Payment Date
provided that, as of the 45th day after the Executive’s Date of Termination, the Release
Requirements are satisfied. In any event, if the Release Requirements are not satisfied






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as of the 45th date after the Executive’s Date of Termination (or, in the case of the
Incentive Award to be made in accordance with subsection 4(d), the date on which the Incentive
Award is to be made), the Executive shall not be entitled to any payments or benefits under this
Section 4.



For purposes of this Agreement, the “Release Requirements” shall be satisfied as of any date if, as
of such date, the Executive has executed a release in the form attached hereto as Exhibit A (the
“Release”), the revocation period required by applicable law has expired without the Executive’s
revocation of the Release and the Release has become effective.



During any period following the Executive’s Date of Termination, to the minimum extent required (if
at all so required) to avoid accelerated taxation or tax penalties under section 409A of the Code
and the Treasury Regulations thereunder, the Executive shall pay to the Company the additional
premiums not otherwise payable by the Executive under subsection 4(b) required to continue
benefits. The amount of separation payments or benefits that would have been payable to the
Executive under this Section 4 during the 6-month period following the Date of Termination plus any
amount paid by the Executive during such period to continue benefits shall be paid to the Executive
on the first regular payroll date following the expiration of such 6-month period together with
interest thereon at the short-term applicable federal rate in effect under section 1274(d) of the
Code on the Date of Termination. With respect to payments under the Agreement, for purposes of
section 409A of the Code, each payment will be considered one of a series of separate payments.




          5.      Special Rules for Pre-2012 Termination. If the Executive’s employment is
terminated prior to January 1, 2012 under circumstances that would have entitled him to benefits
under Section4 had the Date of Termination occurred on or after January 1, 2012, the Executive
shall be entitled to a payment equal to $7,300,000 (representing his Salary, Target Incentive Award
and Target Bonus for 2012), payable in a lump sum no later than March 15, 2012. Payments under
this Section 5 shall be in addition to payments and benefits, if any, payable to the Executive
under the terms of the Prior Employment Agreement as a result of his termination of employment
prior to January 1, 2012.




          6.      Rights in Lieu of Other Payments. Except as may be otherwise specifically provided
in an amendment of this Appendix B adopted in accordance with paragraph 12 of the Agreement, the
Executive’s rights under this Appendix B shall be in lieu of any payments or benefits that may be
otherwise payable to or on behalf of the Executive pursuant to the terms of any severance pay
arrangement of the Company or any Subsidiary or any other, similar arrangement of the Company or
any Subsidiary providing benefits upon involuntary termination of employment. For the avoidance of
doubt, payments under this Appendix B are not in lieu of any payments or benefits to which the
Executive may become entitled under the terms of the Prior Employment Agreement as a result of a
termination of employment occurring prior to January 1, 2012.




          7.      Mitigation; No Offset. The Executive shall not be required to mitigate the amount
of any payment provided for in the Agreement by seeking other employment. Notwithstanding the
foregoing, if, following the Date of Termination, the Executive, through subsequent employment or
service, becomes eligible to receive any employee benefit that is comparable to an employee benefit
being provided to the Executive by the Company pursuant to subsection






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4(b) above, the Company’s obligation to continue to provide such employee benefit to the
Executive pursuant to subsection 4(b) above shall cease. As soon as practicable after the
Executive becomes eligible for any such employee benefit, he shall notify the Company in writing of
such eligibility. Except as provided in accordance with Section 5 of Appendix A (relating to
restatements), the Company shall not be entitled to set off against the amounts payable to the
Executive under this Agreement any amounts owed to the Company by the Executive, any amounts earned
by the Executive in other employment after termination of his employment with the Company, or any
amounts which might have been earned by the Executive in other employment had he sought such other
employment.




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EXHIBIT A




AGREEMENT AND GENERAL RELEASE




          THIS AGREEMENT AND GENERAL RELEASE (this “Agreement” or this “Release”) is made and entered
into as of this ___ day of ________, ____, by and between ProLogis (“ProLogis”), and Walter C.
Rakowich (the “Executive”).




          FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:




          1.      Termination of Employment. ProLogis and the Executive agree that the Executive’s
employment with ProLogis will cease, effective on _______________, which shall be referred to
herein as the “Date of Termination.” The Executive’s participation in all ProLogis benefit plans
will cease on the Date of Termination, except as otherwise expressly provided in the Employment
Agreement, dated January ___, 2011 and effective as of January 1, 2012, between ProLogis and the
Executive (the “Employment Agreement”), or as otherwise specifically provided under the applicable
plan. In addition, the Executive’s current ProLogis email and telephone accounts will remain
active and useable by the Executive until the Date of Termination. The Executive further agrees
that he will not hereafter seek reinstatement, recall or reemployment with ProLogis.




          2.      Severance Payments and Benefits. The Executive shall receive the severance
payments and benefits to which he is entitled pursuant to the Employment Agreement in accordance
with the terms and subject to the conditions thereof, which are summarized on the Schedule attached
hereto.




          3.      General Release. In consideration of the payments to be made by ProLogis to the
Executive in Paragraph 2 above, the Executive, with full understanding of the contents and legal
effect of this Release and having the right and opportunity to consult with his counsel, releases
and discharges ProLogis, its officers, directors, board members, supervisors, managers, employees,
agents, representatives, attorneys, divisions, subsidiaries and affiliates, and all related
entities of any kind or nature, and its and their predecessors, successors, heirs, executors,
administrators, and assigns (collectively, the “ProLogis Released Parties”) from any and all
claims, actions, causes of action, grievances, suits, charges, or complaints of any kind or nature
whatsoever, that he ever had or now has, whether fixed or contingent, liquidated or unliquidated,
known or unknown, suspected or unsuspected, and whether arising in tort, contract, statute, or
equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other
entity, regardless of the relief or remedy. Without limiting the generality of the foregoing, it
being the intention of the parties to make this Release as broad and as general as the law permits,
this Release specifically includes any and all subject matters and claims arising from any alleged
violation by the ProLogis Released Parties under the Age Discrimination in Employment Act of 1967,
as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as
amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as
amended; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); the Colorado
Anti-Discrimination Act, and other similar state or local laws; the





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Americans with Disabilities Act; the Worker Adjustment and Retraining Notification Act; the
Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim,
employment or other contract or implied contract claim or common law claim for wrongful discharge,
breach of an implied covenant of good faith and fair dealing, defamation, or invasion of privacy
arising out of or involving his employment with ProLogis, the termination of his employment with
ProLogis, or involving any continuing effects of his employment with ProLogis or termination of
employment with ProLogis. The Executive further acknowledges that he is aware that statutes exist
that render null and void releases and discharges of any claims, rights, demands, liabilities,
action and causes of action which are unknown to the releasing or discharging part at the time of
execution of the release and discharge. The Executive hereby expressly waives, surrenders and
agrees to forego any protection to which he would otherwise be entitled by virtue of the existence
of any such statute in any jurisdiction including, but not limited to, the State of Colorado. The
foregoing release and discharge under this Paragraph 3 to the contrary notwithstanding, the
Executive does not release or discharge any ProLogis Released Party respecting (i) the Executive’s
rights to indemnification and coverage under applicable directors and officers liability insurance
pursuant to Sections 8 and 9, respectively, of Appendix A to Employment Agreement, as well as any
rights to reimbursement or recovery of expenses pursuant to Section 7 of Appendix A to the
Employment Agreement, (ii) all accrued and vested benefits under all employee pension and welfare
benefit plans (within the meaning of sections 3(1) and 3(2)(A) of ERISA) in which the Executive
participated immediately prior to the Date of Termination, (iii) such rights and benefits as may
not be released pursuant to applicable law, or (iv) any rights to continuing payments, vesting or
other consideration under Sections of Appendix B of the Employment Agreement.




          4.      Covenant Not to Sue. The Executive agrees not to bring, file, charge, claim, sue
or cause, assist, or permit to be brought, filed, charged or claimed any action, cause of action,
or proceeding regarding or in any way related to any of the claims described in Paragraph 3 hereof,
and further agrees that his Release is, will constitute and may be pleaded as, a bar to any such
claim, action, cause of action or proceeding. If any government agency or court assumes
jurisdiction of any charge, complaint, or cause of action covered by this Release, the Executive
will not seek and will not accept any personal equitable or monetary relief in connection with such
investigation, civil action, suit or legal proceeding.




          5.      Severability. If any provision of this Release shall be found by a court to be
invalid or unenforceable, in whole or in part, then such provision shall be construed and/or
modified or restricted to the extent and in the manner necessary to render the same valid and
enforceable, or shall be deemed excised from this Release, as the case may require, and this
Release shall be construed and enforced to the maximum extent permitted by law, as if such
provision had been originally incorporated herein as so modified or restricted, or as if such
provision had not been originally incorporated herein, as the case may be. The parties further
agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the
parties are unable to agree upon a lawful substitute, the parties desire and request that a court
or other authority called upon to decide the enforceability of this Release modify the Release so
that, once modified, the Release will be enforceable to the maximum extent permitted by the law in
existence at the time of the requested enforcement.







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          6.       Waiver. A waiver by ProLogis of a breach of any provision of this Release by the
Executive shall not operate or be construed as a waiver or estoppel of any subsequent breach by the
Executive. No waiver shall be valid unless in writing and signed by an authorized officer of
ProLogis.




          7.       Return of ProLogis Materials. The Executive represents that he has returned all
ProLogis property and all originals and all copies, including electronic and hard copy, of all
documents, within his possession at the time of the execution of this Agreement, including but not
limited to a laptop computer, printer, cellular phone, keys and credit card. The Executive’s
rolodex (or other tangible or electronic address book) and his cellular telephone number are the
Executive’s personal property.




          8.       Representation. The Executive hereby agrees that this Release is given knowingly
and voluntarily and acknowledges that:




                    (a)      this Agreement is written in a manner understood by the Executive;



                    (b)      this Release refers to and waives any and all rights or claims that he may have arising
under the Age Discrimination in Employment Act, as amended;



                    (c)      the Executive has not waived any rights arising after the date of this Agreement;



                    (d)      the Executive has received valuable consideration in exchange for this Release in addition
to amounts the Executive is already entitled to receive; and



                    (e)      the Executive has been advised to consult with an attorney prior to executing this
Agreement.



          9.       Consideration and Revocation. The Executive is receiving this Agreement on
_________________, and Executive shall be given twenty one (21) days from receipt of this Agreement
to consider whether to sign the Agreement. The Executive agrees that changes or modifications to
this Agreement do not restart or otherwise extend the above twenty-one (21) day period. Moreover,
the Executive shall have seven (7) days following execution to revoke this Agreement in writing to
[insert title of officer of the Company] and this Agreement shall not take effect until those seven
(7) days have ended.




          10.       Amendment. This Release may not be altered, amended, or modified except in
writing signed by both the Executive and ProLogis.




          11.       Joint Participation. The parties hereto participated jointly in the negotiation
and preparation of this Release, and each party has had the opportunity to obtain the advice of
legal counsel and to review and comment upon this Release. Accordingly, it is agreed that no rule
of construction shall apply against any party or in favor of any party. This Release shall be
construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall
not be interpreted against one party and in favor of the other.







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          12.      Binding Effect; Assignment. This Agreement and the various rights and obligations
arising hereunder shall inure to the benefit of and be binding upon the parties and their
respective successors, heirs, representatives and permitted assigns. Neither party may assign its
respective interests hereunder without the express written consent of the other party, except that
ProLogis will honor any written instructions about the direction of severance payments included in
the Executive’s will or other estate planning documents.




          13.      Applicable Law. This Release shall be governed by, and construed in accordance
with, the laws of the State of Colorado.




          14.      Execution of Release. This Release may be executed in two counterparts, each of
which shall be considered an original, but which when taken together, shall constitute one Release.




          PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT.
THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE
FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING
DISCRIMINATION IN EMPLOYMENT.




          If the Executive signs this Agreement less than 21 days after he receives it from ProLogis,
he confirms that he does so voluntarily and without any pressure or coercion from anyone at the
ProLogis.




          IN WITNESS WHEREOF, the Executive and PROLOGIS have voluntarily signed this Agreement and
General Release on the date set forth above.




	 	 	 	 	 	 	 

	ProLogis	 	Executive	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Walter C. Rakowich	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Date	 	Date	 	 






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SCHEDULE




	 	 	 
	Agreement Paragraph	 	Description, $ Amount, Benefit
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 






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