exv10w29






EXHIBIT
10.29




Letter Agreement




January 30, 2011




Edward S. Nekritz

c/o ProLogis

4545 Airport Way

Denver, CO 80239




          Re:      Continuing Employment; Executive Protection Agreement



Dear Ed:




          This letter sets forth our agreement with respect to certain aspects of your employment
following the consummation of the transactions 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”), and serves to amend
the Executive Protection Agreement between you and ProLogis dated as of November 10, 2009 (the
“Executive Protection Agreement”). Any amendment to your Executive Protection Agreement is made in
connection with, conditioned upon, and subject to the consummation of, the transactions
contemplated by the Merger Agreement. Capitalized terms used and not defined in this letter shall
have the meanings ascribed to them in the Executive Protection Agreement.




          1.      Paragraphs 1 and 2, respectively, of the Executive Protection Agreement are hereby amended
to read as follows:




          “1.      Term of Agreement. The ‘Term’ of this Agreement shall commence at the Topco
Effective Time (as defined in 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”)) and shall continue until the end of the
twenty-fourth calendar month thereafter; provided, however, that, if a Change in Control (as
defined in paragraph 3 below, other than the Topco Merger, as defined in the Merger Agreement)
occurs during the Term, the Term of this Agreement shall continue until the end of the
twenty-fourth calendar month after the calendar month in which such Change in Control occurs, at
which time it will expire.




          2.      Employment After a Change in Control. If the Executive is in the employ of the
Trust on the date of a Change in Control, the Trust hereby agrees to continue the Executive in its
employ for the period commencing on the date of the Change in Control and ending on the last day of
the Term of this Agreement. During the period of employment described in the foregoing provisions
of this paragraph 2 (the ‘Employment Period’, with each Change in Control occurring during the Term
commencing a new ‘Employment Period’ based on the extended Term of the Agreement resulting from
such Change in Control), the Executive shall hold such position with the Trust and exercise such
authority and perform such executive duties as are commensurate with his position, authority and
duties immediately prior to the Employment Period. The Executive agrees that during the






 









 







Employment Period he shall devote his full business time exclusively to the executive duties
described herein and perform such duties faithfully and efficiently; provided, however, that
nothing in this Agreement shall prevent the Executive from voluntarily resigning from employment
upon no less than 15 days’ advance written notice to the Trust under circumstances that do not
constitute a Termination (as defined in paragraph 5).”




          3.      Paragraph 3 of the Executive Protection Agreement is hereby amended by adding the following
as the last sentence thereof:



“Notwithstanding any other provision of this Agreement, the Topco Merger shall be treated as a
Change in Control for all purposes of this Agreement.”




          4.      Subparagraph 4(a) of the Agreement is hereby amended to read as follows:




          “(a)      He shall receive an annual salary which is not less than his annual salary immediately
prior to the Employment Period (increased, if applicable, as agreed between the Executive and the
Trust in connection with the Topco Merger), payable in accordance with the normal payroll practices
of the Trust.”




          5.      The definition of “Good Reason” in subparagraph 5(c) of the Executive Protection Agreement
is hereby amended to read as follows:





“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 which occur during the
Employment Period:




          (I)      a substantial adverse alteration in the nature of the Executive’s status or
responsibilities from those in effect immediately prior to the Employment Period;




          (II)      a material failure to provide salary and other compensation and benefits in
accordance with paragraph 4;




          (III)      the Trust’s material breach of this Agreement; or




          (IV)      the relocation of the Executive’s principal place of employment more than 25 miles
from the Trust’s Global Operational Headquarters (Denver) immediately prior to the
Employment Period.”



          6.      Subparagraph 6(c) of the Executive Protection Agreement shall be amended to read as
follows:





          “(c)      Any awards granted under the ProLogis 1997 Long Term Incentive Plan, the ProLogis
2006 Long Term Incentive Plan or under any other incentive or other plan that are held by
the Executive on the date of the Termination shall vest and shall be exercisable or payable
in accordance with their terms; provided, however, that any awards that are made immediately
after the Topco Effective Time in connection with the Topco Merger, which the parties have
agreed will be time vested ratably over three years (at a rate of 1/3 on each anniversary of
grant), and



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which are not vested as of the date of the Termination shall not be subject to the foregoing
provisions of this subparagraph 6(c) but rather shall vest and shall be exercisable or
payable only with respect to a pro rata portion of the tranche of the award scheduled to
vest in the year in which the date of Termination occurs, determined based on the period
elapsed from the immediately preceding vesting date.”



          7.      Paragraph 16 of the Executive Protection Agreement is hereby amended by adding the
following as the last sentence thereof:



“Notwithstanding any other provision of this Agreement to the contrary, as of the Topco Effective
Time, the Surviving Corporation (as defined in the Merger Agreement) shall assume all of the
Trust’s rights, powers, duties and obligations under this Agreement and shall be substituted for
the Trust hereunder for all purposes.”




          8.      Except as expressly provided herein, all of the terms and conditions of the Executive
Protection Agreement shall remain in full force and effect without modification.




          Please acknowledge your understanding of and agreement to the provisions of this
letter (including the amendments to your Executive Protection Agreement as set forth herein) by
signing this letter in the space provided below and returning a copy to the undersigned. This
letter may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.




	 	 	 	 	 	 	 

	 	 	Sincerely yours,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
 
	 	 





Agreed to and acknowledged

as of the ___ day of January, 2011



 

 


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