EX-10(b)





Exhibit 10 (b)




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 11th day of April,
2008, by and between THE TAUBMAN COMPANY ASIA LIMITED, a Cayman Islands company (“Employer”), and
MORGAN PARKER, of Unit 5, 179 Baroona Road, Rosalie, QLD 4064, Australia (“Executive”).



SECTION 1. SERVICES; TERM




     1.1 Engagement. Employer has employed and, subject to the provisions of this
Agreement, shall continue to employ Executive, and Executive shall serve Employer as President. In
such capacity, Executive shall be responsible for the day-to-day operations of Employer and its
subsidiaries and affiliates in Asia, and shall seek out and, at the direction and subject to the
approval of Employer’s Board of Directors (the “Board”) and Chief Executive Officer (the “CEO”),
negotiate transactions, and shall perform such other services for and on behalf of Employer as
directed from time to time by the CEO or the Board, all in accordance with the business purposes of
Employer. Executive shall have such corporate power and authority as shall reasonably be required
to enable the discharge of his duties in office. For the term of this Agreement, Executive shall
report to the CEO.



     1.2 Duty to Employer. For so long as Executive shall be employed hereunder, Executive
shall devote all of’ his business time, energy and ability to the business, affairs and interests
of Employer and its subsidiaries and to matters related thereto, shall faithfully and diligently
promote Employer’s interests and shall perform the services contemplated by this Agreement.
Executive agrees to observe and comply with the rules and regulations of Employer as adopted by the
Board respecting the performance of Executive’s duties and agrees to carry out and perform all such
reasonable orders, directions and policies of Employer, its Board and its CEO as they may be, from
time to time, stated either orally or in writing.



     1.3 Board Seat. Employer’s sole shareholder, Taub-Co Asia Management, Inc., a Cayman
Islands company, has appointed Executive to serve on the Board as a director and agrees to continue
such appointment for the Term. Executive has accepted such appointment and agrees to continue to
serve on the Board as a director for the Term.



     1.4 Affiliates. Executive agrees to serve, without additional remuneration, on the
board of directors or in such executive capacity for one or more Asian affiliates of Employer,
including, without limitation, direct or indirect subsidiaries of Employer, as the Board or the CEO
may from time to time request. In such capacity, Executive agrees to faithfully and diligently
promote the business, affairs and interests of Employer and such affiliates.



     1.5 Term. Unless earlier terminated, Employer shall employ Executive, and Executive
shall serve Employer, in accordance with the provisions of this Agreement (i) for the term (the
“Initial Term”) commencing on the Effective Date (as defined below) and continuing through to the
date which is thirty-six (36) months after the Effective Date and (ii) thereafter, on the
expiration of the Initial Term or any renewal term, Executive’s employment hereunder will be
automatically renewed for an additional period of twelve (12) months commencing immediately
following such expiration unless either Employer or Executive gives written notice at least



 









 







ninety (90) days prior to the expiration of the Initial Term or such renewal term declining to
renew Executive’s employment hereunder. For purposes of this Agreement, the Initial Term, together
with all renewal terms, shall be referred to as the “Term.” “Effective Date” means April 11, 2008.



SECTION 2. COMPENSATION




     2.1 Salary. Executive will be paid a salary of US$1,100,000.00 per annum, in equal
installments at the end of each month, until the end of the Initial Term, or if sooner, until
Executive’s termination of employment for other than “good reason,” or termination of Executive’s
employment for “good cause” or termination of Executive’s employment for death or disability.
Employer and Executive agree to review the salary annually to determine whether any increase is
appropriate; however, Employer will make the final decision in its sole discretion. In addition,
Executive will have the potential to earn an annual bonus of up to US$400,000.00 if Executive’s
performance exceeds expectations. The actual bonus to which Executive will be entitled will be
determined and paid during the first quarter of the subsequent calendar year based on Employer’s
and Executive’s performance, as determined by Employer in good faith. Following the Initial Term,
Executive’s salary and annual bonus will be determined pursuant to good faith negotiation between
Employer and Executive. Employer shall consider any reasonable proposal from Executive to
structure payment of his salary to achieve tax efficiencies.



     2.2 Benefits.



          (a) For the duration of Executive’s employment hereunder, Employer will provide Executive with
the following benefits:



	 	 	 
	Company Car:

	 	Employer will pay up to US$2,500 per month toward the cost
of Executive leasing a car of Executive’s choice.
	 
	 	 
	Home Office:

	 	Subject to Employer’s review and approval of costs incurred
in connection therewith, Employer will pay up to US$200 per
month to reimburse Executive for maintenance of a home
office.
	 
	 	 
	Business Club:

	 	Employer will pay for Executive’s membership in a
business/recreation club acceptable to Employer in its
reasonable discretion.





Executive shall provide Employer with receipts to substantiate any expenses subject to payment or
reimbursement by Employer hereunder.




          (b) To the extent that Executive meets eligibility requirements applicable to employees
generally in any benefit plan of Employer, Executive shall be entitled to participate in such plan.




          (c) Except as explicitly provided otherwise in this Agreement, Executive shall not participate
in or be eligible to participate in any bonus, pension, profit, severance or incentive




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compensation plan of Employer or any of its affiliates. In no event shall Executive be
entitled to benefits under both an Employer (or affiliate) plan and a comparable plan of any other
entity, and in no event shall Executive be entitled to duplicative benefits under any plans of
Employer and/or its affiliates or such other entities. Except insofar as benefits are explicitly
granted in the other provisions of this Agreement, Employer reserves the right to modify, suspend
or discontinue any and all benefit plans, practices, policies and programs at any time (whether
before or after termination of employment) without notice to or recourse by Executive.




     2.3 Vacation.



          (a) Executive shall be entitled to up to twenty-five (25) days of paid vacation each twelve
(12) month period. Paid vacation shall accrue on a pro rata basis from the Effective Date. Vacation
time will continue to accrue so long as Executive’s total accrued vacation does not exceed four (4)
weeks at any time.




          (b) In addition to such vacation time as is provided in paragraph (a) above, in each calendar
year, Executive shall be entitled to such statutory holidays as are required by Hong Kong law.




     2.4 Taxation. Executive shall be solely responsible to pay all taxes and any other
imposts as may be levied or assessed by any competent authority on any sums paid and/or other
benefits provided to Executive by Employer. All compensation payable hereunder, shall be subject to
applicable taxes, withholding and other required, normal or elected employee deductions.



SECTION 3. BUSINESS EXPENSES




     During the term of this Agreement, to the extent that such expenditures constitute ordinary
and necessary business expenses, Employer shall reimburse Executive promptly, for reasonable
business expenditures, including travel, entertainment and business meetings, substantiated in
accordance with policies, practices and procedures established from time to time by the Board and
incurred in pursuit and furtherance of Employer’s business and good will.



SECTION 4. TERMINATION




     Executive shall continue to be employed by Employer hereunder until such time as his
employment is terminated pursuant to this Section 4 or otherwise expires in accordance with Section
1.5.



     4.1 Termination by Employer.



          (a) Disability. In the event that Executive shall fail, because of illness, incapacity or
injury which is determined to be total and permanent by a physician selected by Employer or its
insurers to render for three (3) consecutive months or for shorter periods aggregating sixty (60)
or more business days out of seventy-five (75) business days in any twelve (12) month period, the
services contemplated by this Agreement, Executive’s employment hereunder may be terminated by
written notice of termination from Employer to Executive.




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          (b) Death. In the event of Executive’s death, Executive’s employment hereunder shall be
deemed automatically terminated.




          (c) For Cause. Employer may terminate Executive’s employment hereunder at any time for “good
cause” by written notice of termination to Executive if





     (1) Executive has either been convicted in court in relation to his personal dishonesty
or negligent or willful professional misconduct, or following submission to the HKIAC by
Employer, an arbitral tribunal shall determine that Executive could be convicted in court in
relation to his personal dishonesty or negligent or willful professional misconduct;




     (2) (i) Executive has either been found civilly liable by a court or arbitral panel in
relation to his personal dishonesty or negligent or willful professional misconduct, or
following submission to the HKIAC by Employer, an arbitral tribunal shall determine that
Executive could be found civilly liable by a court in relation to his personal dishonesty or
negligent or willful professional misconduct, and (ii) in the case of civil liability for
dishonesty or willful misconduct, the damages that may be assessed against Executive,
together with all damages that may be assessed or have been assessed against Executive in
respect of any other similarly actionable dishonest or willful action, are not less than
US$10,000, or in the case of civil liability for negligence, the damages that may be
assessed against Executive, together with all damages that may be assessed or have been
assessed against Executive in respect of any other similarly actionable negligence, are not
less than US$1,000,000;




     (3) the Board, acting in good faith, shall determine that Executive has materially
breached any fiduciary duty to Employer;




     (4) the Board, acting in good faith, shall determine that Executive has engaged in
habitual drug or alcohol abuse which materially impairs his ability to perform his duties;




     (5) the Board, acting in good faith, shall determine that Executive has violated any
law, rule or regulation which would have a material adverse impact on Employer or has
committed a crime (other than minor traffic violations or similar offenses);




     (6) the Board, acting in good faith, shall determine that Executive is insane or
legally incompetent to manage his business affairs;




     (7) Executive has filed, or consented to, any petition or other proceeding in
bankruptcy with respect to himself;




     (8) any third party has filed a petition or instituted any other proceeding which is
not stayed within sixty (60) days of such filing seeking to find Executive bankrupt or
insolvent; or



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     (9) the Board, acting in good faith, shall determine that Executive has breached any of
the provisions of this Agreement which breach is not cured within thirty (30) days after
Employer notifies Executive thereof in writing.



          (d) Without Cause. Employer shall have the right to terminate Executive’s employment with
Employer at any time by one hundred eighty (180) days’ prior written notice of termination from
Employer to Executive.



     4.2 Termination by Executive.



          (a) For Reason. Executive may terminate his employment hereunder at any time for “good
reason” by written notice of termination to Employer in the event that (i) Employer has materially
breached any of the provisions of this Agreement, including without limitation, any failure to pay
Executive compensation due hereunder or any reduction in Executive’s salary during the Initial Term
below the amount provided in Section 2.2, which breach is not cured within thirty (30) days after
Executive notifies Employer thereof in writing and (ii) any significant change in the duties and
responsibilities of Executive inconsistent in any material and adverse respect with Executive’s
title and position (including status, officer positions and reporting requirements), authority,
duties or responsibilities.



          (b) Without Cause. Executive may, at any time, terminate his employment hereunder upon giving
Employer at least ninety (90) days’ prior written notice.



     4.3 Effects of Termination.



          (a) Payment of Salary. In the event that, prior to the end of the Initial Term and each
renewal term, Executive’s employment is terminated by Employer for other than “good cause,” or is
terminated by Executive for “good reason,” Executive’s salary shall continue to be paid to him
until the end of the Term; provided, however, that (i) subject always to Executive’s
obligations under Section 6.1, Executive shall in good faith endeavor to find other comparable
employment, and (ii) any salary continuation due to him under this paragraph will be subject to
reduction on a dollar-for-dollar basis according to any cash compensation earned by him after the
second anniversary of the Effective Date as a result of such other employment.



          (b) Resignation from Other Positions. At such time as Executive’s employment hereunder
ceases, Executive shall, at Employer’s request, resign immediately from any and all directorships
or other positions which Executive may hold with respect to Employer or any subsidiary thereof.



          (c) Resignation and Release of Claims. Promptly following expiration or termination of
Executive’s employment hereunder, Executive shall execute and deliver to Employer a Resignation and
Release of Claims in substantially the form attached hereto as Exhibit A.



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     4.4 Remedies on Termination.



          (a) No Limitation. Employer’s exercise of its right to terminate shall be without prejudice
to any other right or remedy to which it or any of its affiliates may be entitled at law or in
equity or under this Agreement.



          (b) Exclusive Remedy. Upon expiration or termination of Executive’s employment hereunder,
Executive agrees that payment of the amounts required by Section 4.3(a) shall constitute the sole
and exclusive obligation of Employer in respect of Executive’s employment with and relationship to
Employer and that Executive shall not be entitled to any other remedy for termination of his
employment hereunder except for such payment, all in accordance with the terms hereof and subject
to any limitations hereunder. Executive covenants not to assert or pursue any other remedies, at
law or in equity, with respect to any termination of Executive’s employment hereunder.



SECTION 5. REPRESENTATIONS AND WARRANTIES




     5.1 Representations and Warranties of Each Party. Each party hereto represents to the
other as follows:



          (a) Such party has the authorization power and right to execute, deliver and fully perform its
obligations hereunder in accordance with the terms hereof,



          (b) This Agreement does not require any authorization, consent, approval, exemption or other
action by any other party and does not conflict with or result in the breach of the terms,
conditions or provisions of, constitute a default under, or result in a violation of any agreement,
instrument, order, judgment or decree to which such party is subject.



     5.2 Additional Representations and Warranties of Executive. In addition to the
representations and warranties given above, Executive represents, warrants and covenants to
Employer as follows:



          (a) Executive has no other outstanding commitments inconsistent with any of the terms of this
Agreement or the services to be rendered hereunder. There are no circumstances which will
interfere with, or prevent, Executive using his best efforts in the course of his employment with
Employer.



          (b) Executive will not bring to Employer for use in the performance of Executive’s duties
hereunder any confidential or proprietary information or property of any other person without the
express written consent of such other person.



          (c) Except as disclosed in writing to Employer, there are no prior, pending or existing
customer complaints, or regulatory, self-regulatory, administrative, civil or criminal matters, or
any other impediments that would affect Executive’s employment, licensing or registration. Should
Executive become a subject of any such complaints, actions or matters, Executive agrees to
immediately report such fact, in writing, to Employer.



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          (d) Executive has no other agreements or understandings, written or oral, with Employer
regarding compensation.



SECTION 6. NON-COMPETITION




     6.1 Non-Competition. Executive acknowledges that, in the course of his employment
with Employer pursuant to this Agreement, he will become 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 Company. Executive agrees that for the
Term (and, if Executive’s employment hereunder is terminated or expires within ten (10) years after
the Effective Date, for a period of one (1) year thereafter), he shall not in any manner, directly
or indirectly, through any Executive Related Entity or otherwise, engage or be engaged, or assist
any other person, firm, corporation, enterprise or business in engaging or being engaged, in the
Line of Business in the Territory unless previously approved in writing by Employer.



     6.2 Conflicts of Interest. Without limiting the foregoing, without the prior express
written authorization of the Board or such committee as may be designated from time to time by the
Board to screen possible conflicts of interest between the activities of individual managers and
Employer’s business, Executive shall not, directly or indirectly, during the Term and for one year
thereafter, engage in any activity (a “Conflict of Interest”) competitive with or adverse to the
business of Employer or its affiliates, whether alone, as a partner, or as an officer, director,
employee or investor of or in any other entity. Notwithstanding anything to the contrary in the
preceding sentence, it is expressly understood and agreed that:



          (a) Ownership by Executive of less than five percent (5%) in aggregate of the outstanding
shares of capital stock of any corporation with one or more classes of its capital stock listed on
a securities exchange or publicly traded in the over-the-counter market shall not be deemed to
constitute a Conflict of Interest.



          (b) It shall not be a Conflict of Interest for Executive to serve in any capacity with any
civic, educational or charitable organization, provided that such activities and services do not
interfere or conflict with the performance of his duties hereunder or create any conflict of
interest with such duties.



     6.3 Non-Solicitation of Employees. Executive agrees that during the Term and for a
period of one year thereafter, Executive will not, directly or indirectly, disrupt, damage, impair,
or interfere with the business of Employer or any affiliate thereof by hiring, or allowing any
Executive Related Entity to hire, any employee of Employer or any affiliate thereof or by
soliciting, influencing, encouraging or recruiting any employee of Employer or any affiliate
thereof to work for Executive or an Executive Related Entity.



     6.4 Severability of Provisions. Executive agrees that each of the restrictions set
out in Sections 6.1, 6.2 and 6.3 above represents a separate and independent restriction, and that
such restrictions are reasonable having regard to Executive’s position with Employer. If for any
reason whatsoever, any one or more of such restrictions contained in such Sections shall,
individually or taken together, be adjudged to go beyond what is reasonable for the protection of
the legitimate interest of the Employer and its affiliates, such restriction or restrictions shall
be severed from



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this Agreement without affecting the remainder of the provisions in this Agreement, which
shall remain in full force and effect.



     6.5 Injunctive Relief. Executive agrees that the covenants and restrictions set out
in Sections 6.1, 6.2 and 6.3 above are fair, reasonable and necessary and are reasonably required
for the protection of Employer and its affiliates, having regard to Executive’s seniority and
position with Employer. Executive also acknowledges that any breach by him of any provision of
Sections 6.1, 6.2 and 6.3 above is likely to cause irreparable harm to Employer and its interests.
Executive accepts that monetary damages are unlikely to adequately compensate Employer in such
event, and hence, in the event of any actual or threatened breach of any provision of Sections 6.1,
6.2 and 6.3 above, Executive agrees that Employer shall be entitled to injunctive or other
equitable relief from any court of competent jurisdiction to enjoin such breach (without being
required to post any bond or other security therefor), and Executive expressly submits to the
jurisdiction of any such court for this purpose. Executive also consents to the issuance by such
court of a temporary restraining order to maintain the status quo pending the outcome of any
substantive proceedings.



     6.6 Definitions. For purposes of this Section 6, the following capitalized terms
shall have the meanings provided below:




     (1) “Executive Related Entity” means any person, firm, corporation, enterprise, or
partnership, other than Taubman Properties Asia LLC, in which Executive holds any interest
or in respect of which Executive serves as an officer, director, shareholder, investor or
employee or serves as an advisor or consultant, or in relation to which Executive is
otherwise affiliated.




     (2) “Line of Business” means investment in commercial properties and/or the
development, operation or management of such properties.




     (3) “Territory” means the People’s Republic of China, the Hong Kong Special
Administrative Region, the Macau Special Administrative Region, the Republic of China, the
Republic of Korea, Japan, Singapore, Malaysia, Indonesia, Thailand, Cambodia, Vietnam,
India, and Australia.



SECTION 7. COMPLIANCE




     Executive agrees to abide by all existing and future laws, all rules and regulations set forth
by all competent regulatory agencies, exchanges, and self-regulatory bodies and Employer’s internal
rules and regulations and policies and practices. Executive further agrees to submit to such
supervision as may be necessary to ensure compliance therewith.



SECTION 8. MISCELLANEOUS




     8.1 Succession; Survival. This Agreement shall inure to the benefit of and shall be
binding upon Employer, its successors and assigns, but without the prior written consent of
Executive, this Agreement may not be assigned other than in connection with a merger or sale of all
or substantially all of the assets of Employer or a similar transaction in which the successor or
assignee assumes (whether by operation of law or express assumption) all obligations of



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Employer hereunder. The obligations and duties of Executive hereunder are personal and
otherwise not assignable. Amounts payable to Executive hereunder shall not be subject to sale,
transfer, pledge, assignment or alienation other than by will or the laws of descent and
distribution.



     8.2 Notices. Any notice or other communication to be delivered to any party hereto in
connection with this Agreement shall be in writing and sent to the address for such party indicated
below, or at such other address as such party may from time to time in writing designate to the
other party:



          If to Employer:



The Taubman Company Asia Limited

c/o Taubman Asia Management Limited

Level 24, One Pacific Place

88 Queensway, Admiralty, Hong Kong

Facsimile: (852) 3607-1300

Attention: Chief Executive Officer




          With a copy to:



The Taubman Company LLC

200 East Long Lake Road

Bloomfield Hills, Michigan 48304

United States of America

Facsimile: +1-248-258-7601

Attention: General Counsel




          If to Executive:



Morgan Parker

5/179 Baroona Road

Rosalie

Queensland 4064

Australia



Each such notice or other communication shall be effective (i) if given by telecommunication, when
transmitted to the applicable number so specified in (or pursuant to) this Section 8.2 and an
appropriate confirmation of transmission is received, or (ii) if given by any other means, when
actually delivered to the intended address.




     8.3 Entire Agreement; Amendments. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and it supersedes any prior agreements, undertakings,
commitments and practices relating to Executive’s employment by Employer or its affiliates. No
amendment or modification of the terms of this Agreement shall be valid unless made in writing and
signed by Executive and, on behalf of Employer, by an individual expressly so authorized by the
Board.



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     8.4 Waiver. No failure on the part of any party to exercise or delay in exercising
any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or
partial exercise preclude any further or other exercise of such right or any other right.



     8.5 Choice of Law. This Agreement, the legal relations between the parties and any
action, whether contractual or non-contractual, instituted by any party with respect to matters
arising under or growing out of or in connection with or in respect of this Agreement, the
relationship of the parties or the subject matter hereof shall be governed by and construed in
accordance with the laws of New York applicable to contracts made and performed in such
jurisdiction and without regard to conflicts of law doctrines, to the extent permitted by law.



     8.6 Arbitration. Subject to Section 6.5, any dispute, controversy or claim arising
out of or in respect of this Agreement (or its validity, interpretation or enforcement), the
employment relationship or the subject matter hereof shall, at the request of any party hereto, be
submitted to and settled by arbitration conducted before a single arbitrator in Hong Kong under the
auspices of the HKIAC. The arbitration tribunal shall apply the Rules of Arbitration of the United
Nations Commission on International Trade Law. The arbitration of such issues, including the
determination of any amount of damages suffered, shall be final and binding upon the parties to the
maximum extent permitted by law. Judgment upon the award rendered by the arbitrator may be entered
by any court having jurisdiction thereof. Each party shall bear its own expenses, and Employer and
Executive shall respectively bear one-half the aggregate amount of arbitration costs.



     8.7 Confidentiality; Proprietary Information. Executive agrees to not make use of,
divulge or otherwise disclose, directly or indirectly any trade secret or other confidential or
proprietary information concerning the business (including but not limited to its employees,
services, practices or policies) of Employer or any of its Affiliates (“Confidential Information”)
of which Executive may learn or be aware as a result of Executive’s employment during the Term,
except to the extent such use or disclosure is (i) necessary to the performance of this Agreement
and in furtherance of Employer’s best interests, (ii) lawfully obtainable from other sources, or
(iii) authorized in writing by Employer. All records, files, documents, drawings, specifications,
software, equipment and similar items relating to the business of Employer or its affiliates,
including without limitation all records relating to customers (the “Documents”), whether prepared
by Executive or otherwise coming into Executive’s possession, shall remain the exclusive property
of Employer or such affiliates. Upon termination of employment, Executive agrees to promptly
deliver to Employer all Documents in the possession or under the control of Executive. The
provisions of this Section 8.7 shall survive the expiration, suspension or termination of this
Agreement for any reason. In the event Executive becomes legally compelled to disclose any
Confidential Information, then Executive will provide Employer with prompt notice thereof so that
Employer may seek a protective order or other appropriate remedy and/or waive compliance with the
provisions of this Section 8.7. In the event that such protective order or other remedy is not
obtained, or that Employer waives compliance with the provisions of this Section 8.7, Executive
will furnish only that portion of the Confidential Information which, in Employer’s reasonable
judgment, is legally required unless applicable law (or an authority having jurisdiction
thereunder) dictates otherwise.



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     8.8 Place of Employment. The principal place of employment and the location of
Executive’s principal office shall be in Hong Kong or such other place as shall be mutually agreed
upon by Executive and Employer; provided, however, that Executive will be expected to engage in
frequent travel as Employer may reasonably request or as may be required for the proper rendition
of services hereunder.



     8.9 Severability. If this Agreement shall for any reason be or become unenforceable
in any material respect by any party, this Agreement shall thereupon terminate and become
unenforceable by the other party as well. Subject to Section 6.4, if any provision of this
Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless
remain in full force and effect, and if any provision is held invalid or unenforceable with respect
to particular circumstances, it shall nevertheless remain in full force and effect in all other
circumstances, to the fullest extent permitted by law.



     8.10 Section Headings. Section and other headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or interpretation of this
Agreement.



     8.11 Counterparts. This Agreement and any amendment hereto may be executed in one or
more counterparts. All of such counterparts shall constitute one and the same agreement and shall
become effective when a copy signed by each party has been delivered to the other party.



     8.12 Representation By Counsel; Interpretation. Employer and Executive each
acknowledge that each party to this Agreement has been represented by counsel in connection with
this Agreement and the matters contemplated by this Agreement. Accordingly, any rule of law, or
any legal decision that would require interpretation of any claimed ambiguities in this Agreement
against the party that drafted it has no application and is expressly waived. The provisions of
this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.



     8.13 Right of Offset. Employer shall have the right to set off, against any amount
otherwise payable to Employee under this Agreement, any amount owed by Employee to Employer or to
any affiliate of Employer, whether under this Agreement or otherwise.



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     IN WITNESS WHEREOF the parties hereto have executed, or caused their duly authorized
representatives to execute, this Agreement as of the date first-above written.



	 	 	 	 	 
	 	THE TAUBMAN COMPANY ASIA LIMITED,

a Cayman Islands Company

 	 
	 	By:  	/s/ Robert S. Taubman
 	 
	 	 	Its: Chief Executive Officer 	 
	 	 	 	 
	 
	 	By:  	                     /s/ Morgan B. Parker
 	 
	 	 	MORGAN PARKER 	 
	 	 	 	 
	 



Solely for the purpose of Section 1.3 hereof:




	 	 	 	 	 
	TAUB-CO ASIA MANAGEMENT, INC.,

a Michigan corporation

 	 	 
	By:  	/s/ Robert S. Taubman
 	 	 
	 	Its:   President 	 	 
	 	 	 	 



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Exhibit A




RESIGNATION AND RELEASE OF CLAIMS





     Reference is made to that certain Employment Agreement, dated as of April 11, 2008 (the
“Employment Agreement”), between The Taubman Company Asia Limited (the “Employer”) and Morgan
Parker. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to
such terms in the Employment Agreement.



     I, Morgan Parker, hereby resign from all directorships or other positions which I may hold
with Employer or its subsidiaries and affiliates.



     Except for the payment of amounts provided for in Sections 4.3(a) of the Employment Agreement,
I hereby acknowledge that I have no outstanding claims whatsoever against Employer or any of its
subsidiaries and otherwise discharge Employer and each of its subsidiaries from any claims which I
may have against Employer or such subsidiary as of the date hereof.



	 	 	 	 	 
	 	  	
 	 
	 	 	Morgan Parker	 
	 



Date:                                        





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