exv10waw






Exhibit 10 (aw)




SEPARATION AGREEMENT AND RELEASE

(“Agreement”)




               This Agreement is effective as of the date of the last signature on this Agreement and is
between Morgan Parker (“Executive”) and The Taubman Company Asia Limited, a Cayman Islands company
(“Employer”).



               In consideration of and in reliance upon the representations and promises in this Agreement,
Executive and Employer agree as follows:



          1. Separation Date.




               (a) Separation Date. Executive’s employment with the Employer will end effective
October 4, 2009 (“Separation Date”). Executive agrees to execute the letter of resignation
attached as Exhibit A to this Agreement on or before the Separation Date.



               (b) Termination of Compensation and Benefits. Employer will discontinue Executive’s
current compensation and benefits effective on the Separation Date, except as otherwise provided in
Section 2 of this Agreement.



               (c) Employment Agreement. Executive’s Employment Agreement with the Employer dated
as
of April 11, 2008 (“Employment Agreement”) will be null and void and of no further effect as of the
Separation Date, except for those provisions which specifically survive the expiration of
Executive’s employment (including under Section 4, below).



          2. Separation Benefits.




               (a) Separation Pay. In exchange for his signing this Agreement and for the promises
he makes herein, and for no other reason, Employer will continue to pay (i) Executive’s salary on
Employer’s regular pay days until April 11, 2011 and (ii) allowances of $5,997 per month on the
Employer’s regular pay days until April 11, 2011, provided, however, that subject always to
Executive’s obligations under Section 6.2 to 6.6 of the Employment Agreement (to the extent
modified by this Agreement) and Section 5 of this Agreement, Executive shall in good faith endeavor
to find other comparable employment starting on the Separation Date and any salary owed to him
under this Section 2(a) will be reduced on a dollar-for-dollar basis based on any cash compensation
earned by Executive after April 11, 2010 through April 11, 2011, and the foregoing allowance under
Section 2(a)(ii) shall cease on the earlier of April 11, 2011 and the date on which Executive
obtains full-time employment.



               (b) No Other Benefits. Executive agrees that he is entitled to no additional
compensation or benefits from Employer other than as specifically set forth in this Agreement,
except for vested benefits to which Executive may be entitled under



 










 




The Taubman Realty Group Limited Partnership 1992 Incentive Option Plan, as amended (the
“Option Plan”), or any other current benefit plans.




               (c) Consideration in Exchange for Executive’s Promises. The consideration set forth
in Section 2(a) of this Agreement is not otherwise due and owing to Executive and is fair and
adequate consideration in exchange for Executive’s promises contained in this Agreement. Employer
will provide that consideration to Executive only in exchange for Executive’s promises in this
Agreement. Executive will not receive that consideration unless Executive signs this Agreement.



               (d) Expiration of Offer. The offer contained in this Agreement will remain open until
11:59 p.m. on October 4, 2009 (Hong Kong time), after which time it will be considered withdrawn
and no longer available to Executive. Executive must accept this Agreement, by signing and dating
it and returning it to Employer within that time period, in order to receive the benefits set forth
herein.



          3. General Release.




               (a) General Release. In return for Employer’s obligations under this Agreement,
Executive, to the fullest extent permitted by law, waives, releases, and discharges Employer, The
Taubman Company LLC, Taubman Centers, Inc., The Taubman Realty Group Limited Partnership, and all
of the entities listed on Exhibit A hereto, together with all such entities’ current and
former officers, directors, agents, employees, subsidiaries, affiliated entities, related entities,
attorneys, any other representatives, and successors in interest (collectively referred to as
“Released Parties”), separately, together, or in any combination, from any known or unknown claims
and any causes of action, including arising in the course of or out of Executive’s employment with
Employer or the end of Executive’s employment with Employer, under any United States federal,
state, or local common law, statute, regulation, ordinance, or law of any other type (“Laws”);
under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally.
This release covers claims and causes of action that Executive knows and may not know at the time
of signing.



               In return for the Executive fulfilling his obligations under this Agreement, the Employer, on
behalf of itself, and the entitles listed on Exhibit A hereto, or any entity controlling or
in common control with said entities (collectively, the “Employer Entities”), to the fullest extent
permitted by law, waives, releases, and discharges the Executive from any known claims and any
causes of action, including those arising in the course of or out of Executive’s employment with
Employer, the end of Executive’s employment with Employer, and holding any office with the
Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any
other country or jurisdiction globally.



               Executive and Employer intend that, to the fullest extent permitted by law, this waiver,
release, and discharge will be a general release, will extinguish any claims and any causes of
action, and will preclude any lawsuit or any other legal claim



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by Executive against any of the Released Parties and the Employer Entities against the Executive
about anything that occurred before the date of the signing of this Agreement. Notwithstanding
Section 3(c) below, the only claims and causes of action that Executive is not waiving, releasing,
and discharging are for the consideration that Executive will receive under Sections 2(a), 2(b),
and 2(f) of this Agreement (provided he complies with his obligations under this Agreement), any
vested benefits to which Executive may be entitled under the Employer’s retirement plans, the
Option Plan, or any other current benefit plans, and any claims and causes of action that, as a
matter of law, cannot be waived, released, or discharged.




               (b) No Pending Claims. Executive has not filed any claims, charges, suits, or actions
of any kind against any of the Released Parties that have not been fully resolved as of the date of
the signing of this Agreement. The Employer warrants that the Employer Entities have not filed any
claims, charges, suits or actions of any kind against the Executive that have not been fully
resolved as of the date of the signing of this Agreement.



               (c) Agreement as Complete Defense. If Executive asserts against any of the Released
Parties any claim or any cause of action within the scope of Section 3(a), above, the Released
Parties may assert this Agreement as a complete defense to that claim or cause of action.
Executive agrees that he will reimburse the Released Parties for any expenses and legal fees that
the Released Parties incur in defending any such claim or cause of action, in addition to any other
relief to which the Released Parties may be entitled. If any of the Employer Entities (or any
combination of same) asserts against the Executive any claim or any cause of action within the
scope of Section 3(a), above, the Executive may assert this Agreement as a complete defense to that
claim or cause of action.



          4. Survival of Employment Agreement Provisions.




               (a) Continuing
Effect of Selected Parts of Employment Agreement: Executive agrees that
he will continue to be bound by Sections 2.4, 6.2, 6.3, 6.4, 6.5, 6.6 (as modified by this
Agreement), and 8.7 of the Employment Agreement, which sections will survive the end of Executive’s
employment and the Separation Date.



               (b) Modification to Section 6.6(3) of Employment Agreement: The definition of
“Territory” in the Employment Agreement is modified so that the reference to Australia is removed,
and provisions referring to the definition of “Territory” in the Employment Agreement and this
Agreement shall be construed accordingly.



               5. Non-Competition. Executive acknowledges that, in the course of his employment with
Employer pursuant the Employment Agreement, he became familiar with trade secrets and other
confidential information concerning Employer and its affiliates and that his services have been and
will be of special, unique and extraordinary value to the Employer. Executive agrees that until
April 11, 2012, he shall



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not in any manner, directly or indirectly, for himself or on behalf of or in connection with
any other person, entity or organization, unless previously approved in writing by Employer in its
sole discretion : (a) engage in any business or activity that is competitive with the actual or
prospective business of Employer or its direct or indirect parents, subsidiaries and/or affiliates;
(b) own, manage, maintain, consult with, operate, acquire any interest in (other than 5% or less of
the common stock of any publically traded company), or otherwise assist or be connected with
(including, but not limited to, as an employee, consultant, advisor, agent, independent contractor,
owner, partner, co-venturer, principal, director, shareholder, lender or otherwise) any person or
entity that owns, leases, and/or manages a retail real estate portfolio in excess of one million
square feet in the Territory (as defined in Section 6.6(3) of the Employment Agreement, modified by
Section 4(b) of this Agreement); or (c) undertake any efforts or activities toward
pre-incorporating, incorporating, financing, or commencing any business or activity that is
competitive with the actual or prospective business of Employer or its parent, subsidiaries and/or
affiliates.




          6. Return of Materials. Within three (3) days of the Separation Date, Executive will
promptly deliver to Employer (a) any Employer property of any nature, including, but not limited
to, any credit cards, keys, cellular telephones, BlackBerrys, identification cards, computer
software, computers and computer equipment, business plans, financial statements, and any other
Employer property; and (b) all Documents as described in Section 8.7 of the Employment Agreement
(and any copies thereof).



          7. Violations. Executive agrees that if he is found by a competent court to have
violated Sections 6.2 to 6.6 of the Employment Agreement (as amended by Section 4, above) or
Sections 4, 5, or 6 of this Agreement, in addition to and without limiting any remedies that
Employer would be entitled to under Section 6.5 of the Employment Agreement, any payments owed to
Executive under Section 2(a), above, will cease immediately and Executive will be entitled to no
other or further compensation or payments of any kind from Employer, except as contemplated by
Sections 2(b) and 2(d), above.



          8. Knowing and Voluntary Acceptance.




               (a) Sufficient Time to Review Agreement. Executive agrees that he has had a
sufficient amount of time to review and consider signing this Agreement and to discuss this
Agreement with counsel, if he so chooses.



               (b) Knowing and Voluntary Acceptance. Executive has carefully read this Agreement,
understands it, and is entering it knowingly and voluntarily, which means no one is forcing or
pressuring Executive to sign it.



               (c) No Reliance on Any Other Representation. In signing this Agreement, Executive has
not relied upon any Employer representation or statement about the subject matter of this Agreement
that is not set forth in this Agreement.



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               (d) Binding Agreement. Executive understands that by signing this Agreement,
Executive shall be bound by this Agreement.



          9. Entire Agreement. This Agreement constitutes the entire agreement between the
parties. There are no other agreements, promises, conditions, or understandings, either written or
oral, between Employer and Executive either with respect to the subject matter of this Agreement or
the modification of the terms of this Agreement. Only a writing signed by Executive and an
authorized representative of Employer that specifically refers to and expressly changes this
Agreement can modify the terms of this Agreement.




          10. Non-admission of Liability. This Agreement shall not be used or construed as an
admission of liability or wrongdoing by either Employer or Executive.




          11. Severability. If any one or more than one of the provisions contained in this
Agreement are, for any reason, held to be invalid, illegal, or unenforceable in any respect, the
rest of this Agreement will remain enforceable. This Agreement shall then be construed as if it
never contained the invalid, illegal, or unenforceable provision.




          12. Non-disparagement. At any time after Executive signs this Agreement, Executive
will not make, to any person at any time, any adverse, critical, or disparaging comments about
Employer, its employees, management, officers, board members, other representatives, facilities,
products, or services that may impugn or injure their reputation, goodwill, or relationships either
with the Employer’s present and prospective customers, tenants, vendors, employees, or members of
the general public or within the Employer’s industry, the investment community, or the general
business community. Employer agrees that Robert S. Taubman, Lisa A. Payne, Esther R. Blum, Robert
R. Reese, David T. Weinert, Stephen J. Kieras, Steven E. Eder, Denise Anton, Chris B. Heaphy and
William S. Taubman will not make, to any person at any time, any adverse, critical, or disparaging
comments about Executive. This Section 12 will not preclude any party or person from testifying
truthfully in the course of a legal or governmental proceeding or from communicating with his or
its attorneys for the purposes of seeking legal advice.




          13. Applicable Law.




               (a) This Agreement is governed by and must be interpreted under New York law, without regard
to its choice of law provisions.



               (b) Any lawsuit based upon a claim arising out of or relating in any way to this Agreement
will be brought, if at all, in a court located in Hong Kong, provided that the parties stipulate
(and the court approves the stipulation) that the court shall honor the choice of law agreement set
forth in Section 13(a), above. Failing such stipulation and the court’s approval of same, or if
the Hong Kong court finds Section 13(a), above, unenforceable, any lawsuit based upon a claim
approval arising out of or



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relating in any way to this Agreement will be brought, if at all, in federal district court in
the Southern District of New York in New York County, New York. The parties waive their right to a
jury trial on any such claim and in any such action.




          14. Successors and Assigns. This Agreement is binding and shall take effect for the
benefit of (i) Employer and any successors in interest and (ii) Executive and his heirs, assigns,
executors, administrators, other legal representatives, and successors.




          15. Headings. The headings contained in this Agreement are for reference purposes
only and have no effect on the meaning or the interpretation of any provision of this Agreement.




          16. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of which together shall constitute the same
instrument.




          17. Interpretation. Both parties have drafted this Agreement and the provisions of
this Agreement will be interpreted in a reasonable manner to effect the intent of the parties.




          18. Waivers. The waiver by either party of a breach by the other party of any
provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.
Any waiver of an obligation under this Agreement will only be valid if it is in writing and signed
by an authorized representative of the waiving party.




          19. Defined Terms and Currency. All capitalized terms not defined herein will have
the meanings ascribed to them in the Employment Agreement. All dollar figures expressed in this
Agreement are in United States Dollars.




          20. Taxes. The Employer will report any amounts paid to Executive under this
Agreement to tax authorities and withhold taxes as it determines it is required to do by the law
based on legal advice from a qualified attorney in the relevant jurisdiction.




          21. Notification Requirements. Please immediately advise the Employer whether you
intend to depart Hong Kong for more than a month after the Separation Date. Your signature to this
Agreement indicates that you will not leave Hong Kong for more than a month after the final day of
your employment.




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	THE TAUBMAN COMPANY ASIA LIMITED	 	MORGAN PARKER	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert S. Taubman
 

Robert S. Taubman
	 	By:
	 	/s/ Morgan Parker
 

Morgan Parker
	 	 
	Its:

	 	Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated: October 4, 2009	 	Dated: October 4, 2009	 	 






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EXHIBIT A




MORGAN PARKER

Unit 5, 179 Baroona Road

Rosalie, QLD 4064, Australia



October 4, 2009




	 	 	 
	Board of Directors

	 	Board of Directors
	Taub-Co Asia Management, Inc.

	 	Taubman Asia Limited
	 
	 	 
	Board of Directors

	 	Board of Directors
	Taubman Asia Investments Limited

	 	Taubman Macau Limited
	 
	 	 
	Board of Directors

	 	Board of Directors
	Taubman Asia Management Limited

	 	Taubman MSC LLC
	 
	 	 
	Board of Directors

	 	Executive Committee
	The Taubman Company Asia Limited

	 	MSC-T LLC






     Re: Resignation


Dear Sir or Madam:




     Effective immediately I hereby resign from my position as employee, officer, director,
executive committee member and any other office, title or position of or with the following
companies, and all affiliates and direct and indirect subsidiaries thereof:




	 	•	 	Taub-Co Asia Management, Inc.
	 
	 	•	 	Taubman Asia Investments Limited
	 
	 	•	 	Taubman Asia Limited
	 
	 	•	 	Taubman Asia Management Limited
	 
	 	•	 	Taubman Macau Limited
	 
	 	•	 	The Taubman Company Asia Limited
	 
	 	•	 	Taubman MSC LLC
	 
	 	•	 	MSC-T LLC





Very truly yours,




Morgan Parker





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