**Exhibit10.6**

 

**RESIGNATION AND RELEASE AGREEMENT**

 

 

This RESIGNATION ANDRELEASE AGREEMENT (the “Agreement”), dated as of October 15, 2003, byand between Price Legacy Corporation, a Maryland corporation (the “Company”),and S. Eric Ottesen (the “Executive”). Price Legacy and the Executive are each referred to herein sometimes asa “Party” and collectively as the “Parties.”

 

RECITALS

 

 

WHEREAS, the Executivehas been employed as Senior Vice President, General Counsel and Secretary ofthe Company pursuant to the Employment Agreement between the Executive and theCompany dated as of April 7, 2003 (the “Employment Agreement”);

 

WHEREAS, the Company andthe Executive and Gary B. Sabin, Richard B. Muir and Graham R. Bullick haveentered into a Master Separation Agreement (the “Master Separation Agreement”),pursuant to which, among other things, the Executive and the Company haveagreed that the Executive shall resign from his employment with the Company andeach of subsidiaries and affiliates, on the terms and conditions set forth inthis Agreement.

 

AGREEMENT

 

 

NOW, THEREFORE, theCompany and the Executive, in consideration of the covenants herein set forth,and for other good and valuable consideration the receipt and sufficiency ofwhich is hereby acknowledged, hereby agree as follows:

 

# **1.**     Effective Date

# ** **

This Agreement shallbecome effective upon the occurrence of both of the following events (the dateof such occurrence, the “Effective Date”):  (i) execution of this Agreement by the Parties and (ii)expiration of the revocation period set forth in Section 11 below without theExecutive’s having given notice of revocation. Until and unless both of the foregoing events occur, this Agreementshall be null and void and the Employment Agreement shall continue in fullforce and effect.  Upon the occurrenceof the foregoing events, the Employment Agreement shall be superseded entirelyby this Agreement and the Employment Agreement shall be of no further force oreffect.

 

# **2.**     Resignation of Employmentand Directorships

# ** **

The Executive****herebyresigns, effective as of the date hereof (the “Resignation Date”), fromhis employment with the Company, from his positions as Senior Vice President,General Counsel and Secretary of the Company and from all other positions theExecutive may currently hold as an officer or member of the board of directorsor trustees (or any committee thereof) of the Company or any of the Company’sdirect or indirect majority-owned subsidiaries, including without limitationthe entities listed on Schedule I hereto (the Company and all of its direct orindirect majority-owned subsidiaries (including corporations, partnerships,limited liability

 

----

 

companies, joint ventures and other entities) beinghereinafter referred to collectively as the “Price Legacy Entities”).  The Executive shall promptly sign anddeliver to the Company such other documents as the Company may reasonablydetermine to be necessary to effect or reflect such resignations.

 

# **3.**     Severance Payments,Benefits and Obligations

# ** **

(a)   On or about the Effective Date,the Company shall pay to the Executive his base salary and accrued and unpaidvacation pay through the Resignation Date to the extent it has not previouslybeen paid.  In lieu of and in satisfactionof any severance or other payments due under any severance or other benefitplans maintained by any of the Price Legacy Entities, or any individualagreement previously entered into with the Executive by any of the Price LegacyEntities, including without limitation the Employment Agreement, the Companyshall provide the Executive with the payments and benefits set forth inSections 3(b) through (f) below.  TheExecutive will not be entitled to any additional compensation or benefits fromthe Company or any other Price Legacy Entity, except as specifically providedin this Agreement.

 

(b)   The Executive acknowledges andagrees that Gary Sabin has exercised his right to purchase from the Company allof its right, title and interest in and to the Master Lease, Note Receivable,Option Agreement and Put Option Agreement by and between the Company and RoseCanyon Business Park LP, dated as of December 12, 2000, and that as a result ofsuch right being exercised the Executive has agreed forgo and waive any rightthe Executive may have under the Employment Agreement to receive any severancepayments under Section 8(a)(iii) thereof.

 

(c)   Until the first anniversary ofthe Resignation Date, the Executive and his eligible spouse and dependentsshall continue to be eligible to receive the benefits that they would havecontinued to receive under the Company’s medical, hospitalization, dental, andlife insurance plans, practices and programs, if the Executive had remainedemployed by the Company, at the level in effect and upon substantially the sameterms and conditions (including without limitation contributions required to bemade by the Executive for such benefits, and subject to the Executive’s makingsuch contributions) as are in effect from time to time for active Companyemployees; provided, that if and to the extent that the Executive, hiseligible spouse and his eligible dependents cannot continue to participate inthe Company programs providing such benefits, the Company shall arrange toprovide them with the economic equivalent of such benefits that they wouldotherwise be entitled to receive; and providedfurther, that theforegoing benefits shall terminate if and to the extent that the Executivebecomes eligible to receive substantially equivalent benefits under the plansand programs of any subsequent employer (determined on a benefit-by-benefitbasis).  Medical and dental benefitsunder this subparagraph may be provided by the Company’s payment of a portionof the Executive’s premiums for continued health coverage under Section 4980Bof Internal Revenue Code of 1986, as amended, and in any event the “qualifyingevent” that gives rise to the right of the Executive and his eligible spouseand eligible dependents to such continued health coverage shall be deemed tooccur on the Resignation Date.

 

(d)   All options to purchase sharesof common stock of the Company granted to the Executive prior to theResignation Date shall be and become fully vested and exercisable on the

 

2

----

 

Effective Date and shall continue to be outstandingand exercisable and the expiration of such options shall be extended to thefirst anniversary of the Resignation Date.

 

(e)   The Executive shall be entitledto any other rights, compensation and/or benefits as may be due to the Executivein accordance with the terms of the Company’s 401(k) plan.

 

(f)    Within seven (7) daysfollowing the Executive’s execution of this Agreement, the Executive shallsubmit expense reports documenting all business-related expenses which havealready been incurred for which the Executive seeks reimbursement that theCompany has not yet paid, and thereafter will submit such expenses within seven(7) days of the date in which they are incurred.  The Company will review the expense reports and, subject to properdocumentation and verification that the expenses were business-related,reimburse the Executive in accordance with Company policy.  No other expenses incurred by the Executiveprior to the Resignation Date will be reimbursed.

 

# **4.**     Disparaging Comments

# ** **

From and after the dateof this Agreement, except as may be required by a court or governmental body,each of the Executive and the Company shall, and the Company shall cause eachof its subsidiaries and affiliates, and use its reasonable efforts to cause itsdirectors, officers and employees, to, refrain from taking actions or makingstatements, written or oral, which disparage or defame the goodwill orreputation of, the Price Legacy Entities and their trustees, officers, agentsand former and current employees and directors, or the Executive, respectively,or which are intended to, or may be reasonably expected to, adversely affectthe morale of the employees of any of the Price Legacy Entities and theirtrustees, officers, agents and former and current employees and directors, orthe Executive, respectively.  TheExecutive further agrees not to make any negative statements, written or oral,to third parties relating to his employment or any aspect of the business ofthe Price Legacy Entities and not to make any statements, written or oral, tothird parties about the circumstances of his resignation, except as may berequired by a court or governmental body, or as may merely repeat any of thematters contained in the press release of the Company issued on or about thedate hereof.

 

# **5.**     Confidentiality of thisAgreement

# ** **

Except as required by lawor regulation or as otherwise agreed to by the Parties, none of the Partieshereto will disclose the terms of this Agreement, provided that theExecutive may disclose such terms to his financial and legal advisors and hisspouse and the Company may disclose such terms to selected employees, advisorsand affiliates on a “need to know” basis, each of whom shall be instructed bythe Executive and the Company, as the case may be, to maintain the terms ofthis Agreement in strict confidence in accordance with the terms hereof.

 

# **6.**     AdditionalCovenants

# ** **

The Company hereby agreesthat the restrictions contained in the Employment Agreement on the Executive’sability either to engage in any activities directly or indirectly, incompetition with the Company or to make any investment in competition with theCompany are eliminated as of the Effective Date, and the Company shall executeall document necessary or reasonably requested by the Executive to reflect suchelimination of restrictions.

 

3

----

 

# **7.**     Waiver of Other Paymentsand Benefits

# ** **

The compensation andbenefits arrangements set forth in this Agreement are in lieu of any rights orclaims that the Executive may have with respect to severance or other vestedbenefits, or any other form of remuneration from the Price Legacy Entities,other than benefits under any tax-qualified employee pension benefit planssubject to the Employee Retirement Income Security Act of 1974, as amended(including the Company’s 401(k) plan), and without limiting the generality ofthe foregoing, the Executive hereby expressly waives any right or claim that hemay have or could assert to payment for salary, bonuses, medical, dental orhospitalization benefits, payments under supplemental retirement plans andincentive plans, life insurance benefits and attorneys’ fees, except asotherwise provided in this Agreement or as mandated under applicable law.

 

# **8.**     InformationRequests/Cooperation

# ** **

The Executive agrees tomake himself, and agrees to use reasonable efforts to cause representatives ofany joint venture partners with which the Company has a business relationshipprior to the date hereof to be, reasonably available to the Company for atwo-year period from the Resignation Date to respond to requests by the Companyfor information concerning matters involving facts or events relating to theCompany or any other Price Legacy Entity that may be within the Executive’sknowledge, and to assist the Company and the Price Legacy Entities asreasonably requested with respect to pending and future litigations,arbitrations or other dispute resolutions; provided, that, to the extentthe Executive can reasonably comply with the foregoing requirements, he shallbe entitled to do so via telephone.  TheCompany will reimburse the Executive for his reasonable travel expenses andout-of-pocket costs incurred as a result of his assistance under this Section8.

 

# **9.**     No Admission of Wrongdoing

# ** **

Nothing contained in thisAgreement shall be construed in any way as an admission by any of the Partiesof any act, practice or policy of discrimination or breach of contract eitherin violation of applicable law or otherwise.

 

# **10.**  Waiver and Release by theExecutive

# ** **

(a)   In consideration of thepayments and benefits set forth in this Agreement, except for the payment andbenefits expressly provided herein, the Executive, for himself, his heirs,administrators, representatives, executors, successors and assigns(collectively “Releasors”) does hereby irrevocably and unconditionallyrelease, acquit and forever discharge the Price Legacy Entities and theirtrustees, officers, affiliates, agents, and former and current employees anddirectors, and their successors, executors and assigns, including withoutlimitation all persons acting by, through, under or in concert with any of them(collectively, “Releasees”), from any and all charges, complaints,claims, liabilities, obligations, promises, agreements, controversies, damages,remedies, actions, causes of action, suits, rights, demands, costs, losses,debts and expenses (including attorneys’ fees and costs) (collectively, “Claims”)of any nature whatsoever, known or unknown, whether in law or equity andwhether arising under federal, state or local law, which the Releasors had, nowhave, or may have in the future as a result of any facts or

 

4

----

 

circumstances currently existing or which may haveexisted in the past (including, without limitation, any and all matters arisingfrom the Executive’s employment by or service with the Company), but excludingany Claims arising from any action to enforce the Company’s obligations underthis Agreement, the Master Separation Agreement or any other agreement orinstrument entered into and delivered under this Agreement or the MasterSeparation Agreement, against each or any of the Releasees (collectively, the “ReleasedClaims”).  The Executiveacknowledges and agrees that if he or any other Releasor should hereafter makeany claim or demand or commence or threaten to commence any action, claim orproceeding against the Releasees with respect to any cause, matter or thingwhich is the subject of this Section 10(a), this Agreement may be raised as acomplete bar to any such action, claim or proceeding, and the applicableReleasee may recover from the Executive all costs incurred in connection withsuch action, claim or proceeding, including attorneys’ fees.

 

(b)   With respect to any and allReleased Claims, the Executive stipulates and agrees that, upon execution ofthis Agreement, Releasors shall be deemed to have expressly waived andrelinquished, to the fullest extent permitted by law, the provisions, rights,and benefits of Section 1542 of the California Civil Code, which provides:

 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.

 

The Releasors, uponexecution of this Agreement, shall be deemed to have waived any and allprovisions, rights and benefits conferred by any law of any state or territoryof the United States, or principle of common law, which is similar, comparableor equivalent to Section 1542 of the California Civil Code.  The Releasors may hereafter discover factsin addition to or different from those which he, she or it now knows or believesto be true with respect to the subject matter of the Released Claims, but eachReleasor, upon the execution of this Agreement by the Executive, shall bedeemed to have fully, finally, and forever settled and released any and allReleased Claims, known or unknown, suspected or unsuspected, contingent ornoncontingent, whether or not concealed or hidden, which now exist, orheretofore have existed upon any theory of law or equity now existing or cominginto existence in the future, including, but not limited to, conduct which isnegligent, intentional, with or without malice, or a breach of any duty, law orrule, without regard to the subsequent discovery or existence of such differentor additional facts.

 

(c)   The Executive affirms that hehas been represented by counsel in connection with the negotiation andexecution of this Agreement and the waiver and release in Section 10(a).

 

(d)   THE EXECUTIVE ACKNOWLEDGES ANDUNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

 

# **11.**  Older Workers BenefitProtection Act

# ** **

In accordance with theOlder Workers Benefit Protection Act of 1990, the Executive acknowledges that:

 

5

----

 

(a)   This Agreement includes awaiver and release of the Executive’s claims under the Age Discrimination inEmployment Act, 29 U.S.C. § 621 *et seq.*

 

(b)   The Executive has the right toconsult with an attorney before signing this Agreement.

 

(c)   The Executive has twenty-one(21) days to consider this Agreement but he may waive that period by signing itearlier.

 

(d)   The Executive has seven (7)days after signing this Agreement to revoke this Agreement and this Agreementwill not be effective until that revocation period has expired.  Notice of revocation must be delivered by faxor e-mail to the Chairman of the Board of Directors of the Company.

 

# **12.**  Waiver and Release by theCompany

# ** **

(a)   In consideration of the mattersset forth in this Agreement, except for the payment and benefits expresslyprovided herein, the Price Legacy Entities, for themselves and their successorsand assigns (collectively “Price Legacy Releasors”) does herebyirrevocably and unconditionally release, acquit and forever discharge theExecutive and his successors, executors and assigns, including withoutlimitation all persons acting by, through, under or in concert with any of them(collectively, “Price Legacy Releasees”), from any and all Claims of anynature whatsoever, known or unknown, whether in law or equity and whetherarising under federal, state or local law which the Price Legacy Releasors had,now have, or may have in the future as a result of any facts or circumstancescurrently existing or which may have existed in the past (including, withoutlimitation, any and all matters arising from the Executive’s employment by orservice with the Company), against each or any of the Price Legacy Releasees(collectively, the “Price Legacy Released Claims”); provided thatthe Price Legacy Released Claims shall not include either (x) any Claimsarising from any action to enforce the Executive’s obligations under thisAgreement, the Master Separation Agreement or any other agreement or instrumententered into and delivered under this Agreement or the Master SeparationAgreement or (y) any Claims as to which indemnification of a director or officerof the Company would be unavailable under Maryland law.  The Company acknowledges and agrees that ifit or any other Price Legacy Releasor should hereafter make any claim or demandor commence or threaten to commence any action, claim or proceeding against thePrice Legacy Releasees with respect to any cause, matter or thing which is thesubject of this Section 12(a), this Agreement may be raised as a complete barto any such action, claim or proceeding, and the applicable Price LegacyReleasee may recover from the Company all costs incurred in connection withsuch action, claim or proceeding, including attorneys’ fees.  Inaddition, to the extent the Company’s consent is required under the formationor organizational documents of partnerships and/or joint ventures to which theCompany is a party, the Company agrees not to consent to the assertion of anyClaims against Executive by such partnerships or joint ventures, subject to theexceptions contained in the first sentence of this Section 12.

 

(b)   With respect to any and allPrice Legacy Released Claims, the Company stipulates and agrees that, uponexecution of this Agreement, the Price Legacy Releasors shall be deemed

 

6

----

 

to have expressly waived and relinquished, to thefullest extent permitted by law, the provisions, rights, and benefits ofSection 1542 of the California Civil Code, which provides:

 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.

 

The Price LegacyReleasors, upon execution of this Agreement, shall be deemed to have waived anyand all provisions, rights and benefits conferred by any law of any state orterritory of the United States, or principle of common law, which is similar,comparable or equivalent to Section 1542 of the California Civil Code.  The Price Legacy Releasors may hereafterdiscover facts in addition to or different from those which he, she or it nowknows or believes to be true with respect to the subject matter of the PriceLegacy Released Claims, but each Price Legacy Releasor, upon the execution ofthis Agreement by the Company, shall be deemed to have fully, finally, andforever settled and released any and all Price Legacy Released Claims, known orunknown, suspected or unsuspected, contingent or noncontingent, whether or notconcealed or hidden, which now exist, or heretofore have existed upon anytheory of law or equity now existing or coming into existence in the future,including, but not limited to, conduct which is negligent, intentional, with orwithout malice, or a breach of any duty, law or rule, without regard to thesubsequent discovery or existence of such different or additional facts.

 

# **13.**  Confidential Information

# ** **

The Executive understandsand acknowledges that during the course of his employment by the Price LegacyEntities, he has had access to and has become acquainted with trade secrets andother confidential information of the Price Legacy Entities (which shallinclude, but not be limited to, financial information, business plans,marketing plans and proposals, compilations of information, business andemployee records, publication information and vendor information, but shall notinclude contact information for business relationships developed by theExecutive during his employment with the Price Legacy Entities and standardform agreements regularly used in the operation of the business of the PriceLegacy Entities) which are owned by the Price Legacy Entities and which areregularly used in the operation of the business of the Price LegacyEntities.  The Executive furtherunderstands and acknowledges that despite termination of his employment withthe Price Legacy Entities, he has a continuing legal obligation not todisclose, and not to use, directly or indirectly, any such trade secrets orconfidential information owned by the Price Legacy Entities.

 

# **14.**  Public Statement

# ** **

The Parties agree thatthe Executive’s resignation of his employment was announced by the Company onSeptember 22, 2003, and that no subsequent comments shall be made to the mediaor through other public statements by any Party hereto regarding the Executive’sresignation of his employment that are inconsistent with such statement, exceptas may be required by applicable law or regulation.

 

7

----

 

# **15.**  No Reliance

# ** **

The Executive representsand acknowledges that, in executing this Agreement, he has not relied upon anyrepresentation or statement made by the Company not set forth herein.

 

# **16.**  Return of Company Property

# ** **

Except as previouslyagreed between the Parties, on the Effective Date, the Executive shall returnin good working order any equipment or other property belonging to the Company.

 

# **17.**  Governing Law

# ** **

(a)   This Agreement shall begoverned by and construed in accordance with the laws of the State ofCalifornia, without regard to the principles of conflicts of law thereof, tothe extent not superseded by applicable federal law.  It is the intention of the Parties that any dispute or litigationarising out of the negotiation, existence, performance, interpretation orenforcement of this Agreement shall be determined only by the Courts of theState of California (including the federal courts located in the State ofCalifornia), and no other court or tribunal. THE PARTIES HERETO HEREBY AGREE THAT ANY DISPUTE CONCERNING FORMATION,MEANING, APPLICABILITY, ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT SHALLBE SUBMITTED TO THE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA(INCLUDING FEDERAL COURTS IN THE STATE OF CALIFORNIA), AND NO OTHER STATE SHALLHAVE JURISDICTION OVER SUCH MATTERS, AND FURTHER AGREE TO WAIVE ALL RIGHTS TO AJURY TRIAL WITH RESPECT TO ANY SUCH MATTERS. WITH RESPECT TO ANY SUCH DISPUTE, ALL PARTIES HERETO AGREE TO WAIVE ANYDEFENSES OR OBJECTIONS THEY MAY HAVE TO THE PERSONAL JURISDICTION OVER THEM OFTHE AFORESAID CALIFORNIA COURTS, AND THE EXECUTIVE AGREES THAT SERVICE OFPROCESS UPON HIM BY MAIL AT THE ADDRESS CONTAINED HEREIN SHALL BE GOOD ANDSUFFICIENT PERSONAL SERVICE, AND THAT SUCH SERVICE SHALL BE DEEMED TO HAVE BEENMADE UPON HIM AS IF HE WERE PERSONALLY SERVED AT A LOCATION WITHIN THE STATE OFCALIFORNIA.

 

(b)   If either Partybrings an action to enforce its rights under this Agreement, the prevailingParty in the action, at such time as the action is binding, final and no longerappealable, shall be entitled to recover its costs and expenses, including,without limitation, reasonable attorneys’ fees, incurred in connection withsuch action, including any appeal of such action.

 

# **18.**  Warranty

# ** **

The Parties heretorepresent and warrant that there exists no impediment or restraint, contractualor otherwise on their power, right or ability to enter into this Agreement andto perform their duties and obligations hereunder or as contemplated hereby.

 

8

----

 

# **19.**  Taxes

# ** **

All payments made andbenefits provided to the Executive under this Agreement shall be reduced by, orthe Executive will otherwise pay, all required withholding, employment andMedicare taxes applicable to the Executive.

 

# **20.**  No Coercion

# ** **

The Parties heretorepresent and acknowledge that they have decided to enter into this Agreementvoluntarily, knowingly and without coercion of any kind.

 

# **21.**  Enforceability; Severability

# ** **

The Parties heretoaffirmatively acknowledge that this Agreement, and each of its provisions, isenforceable, and expressly agree not to challenge nor raise any defense againstthe enforceability of this Agreement or any of its provisions in thefuture.  In the event that any provisionor portion of this Agreement shall be determined to be invalid or unenforceablefor any reason, the remaining provisions or portions of this Agreement shall beunaffected thereby and shall remain in full force and effect to the fullestextent permitted by law.

 

# **22.**  Notices

# ** **

All notices, requests,demands and other communication which are required or may be given under thisAgreement shall be in writing and shall be deemed to have been duly given whenreceived if personally delivered; when transmitted by telecopy, electronic ordigital transmission method upon receipt of telephonic or electronicconfirmation; the day after it is sent, if sent for next day delivery to adomestic address by recognized overnight delivery service (e.g., FederalExpress) and upon receipt, if sent by certified or registered mail, returnreceipt requested.  In each case noticeshall be sent to:

 

If to the Executive,addressed to:

 

S. Eric Ottesen17140 Bernardo Height Drive, Suite 310San Diego, California 92128Fax:(858) 487-9890

 

If to the Company,addressed to:

 

Price Legacy Corporation17140 Bernardo Height Drive, Suite 300San Diego, California 92128Attention:  Chief Executive OfficerFax:(858) 675-9405

 

or to such other placeand with such other copies as any Party may designate as to itself or himselfby written notice to the others.

 

9

----

 

# **23.**  Amendments; Waivers

# ** **

This Agreement may not beamended, modified or terminated, except by a written instrument signed by theParties hereto.  Any provision of thisAgreement may be waived by a written instrument signed by the Party to becharged with such waiver. No waiver by any Party hereto at any time of anybreach of, or compliance with, any condition or provision of this Agreement tobe performed by any other Party hereto shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequenttime.

 

# **24.**  Successors

# ** **

This Agreement shall bebinding on the Executive, the Company and their respective heirs, successorsand assigns, including without limitation any corporation or other entity intowhich the Company may be merged, reorganized or liquidated, or by which theCompany may be acquired.  Theobligations of the Company may be assigned without limitation, providedthat the Company shall remain liable for the payment obligations under Section2; but, as the obligations to be performed by the Executive hereunder areunique based upon his skills and qualifications, the Executive’s obligationsunder this Agreement may not be assigned.

 

# **25.**  Entire Agreement

# ** **

Except as specifiedherein, this Agreement contains the entire agreement between the Partiesconcerning the subject matter hereof and supersedes all prior agreement,understandings, discussions, negotiations and undertakings, whether written ororal, between the Parties with respect thereto.

 

# **26.**  Counterparts

# ** **

This Agreement may beexecuted in several counterparts, each of which shall be deemed to be anoriginal, but all of which together will constitute one and the same Agreement.

 

10

----

 

IN WITNESS WHEREOF, theParties have executed this Agreement, as of the date and year first writtenabove.

 
|   | PRICE LEGACY  CORPORATION |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       | /s/ Jack McGrory |   |
|   |                      | Name: | Jack McGrory |
|   |                      | Title: | CEO |
|   |                      |   |   |
|   |                      |   |   |
|   |                      | /s/ S. Eric  Ottesen |   |
|   |                      | S. Eric Ottesen |
|        |                           |  |  |  |  |

 

11

----

 

**Schedule1**

 

**OFFICER RESIGNATION****ENTITIES**

 
| **Entity**                                             |   | **Position**                                                                    |
|--------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                   |   |                                                                            |
| Anaheim GardenWalk, LLC                                |   | Richard B. Muir,  Manager  William J. Stone, Manager  S. Eric Ottesen, Manager  |
|                                                   |   |                                                                            |
| Campers Villages,  LLC                            |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| Destination Villages,  LLC                             |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| Destination Villages  Daniel’s Head, Bermuda Ltd. |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| Destination Villages  Kauai, LLC                       |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| EPA Properties, LLC                                    |   | S. Eric Ottesen,  Manager  Graham R. Bullick, Manager                           |
|                                                   |   |                                                                            |
| Excel Legacy Corporation                               |   | Richard B. Muir, President & CEO  S. Eric Ottesen, SVP and Asst. Secretary  |
|                                                   |   |                                                                            |
| Excel Legacy Holdings, Inc.                            |   | Richard B. Muir, President & CEO  S. Eric Ottesen, SVP and Asst. Secretary  |
|                                                   |   |                                                                            |
| FAEX – HP, LLC                                    |   | Richard B. Muir,  Manager                                                       |
|                                                   |   |                                                                            |
| FAEX – SC, LLC                                    |   | Richard B. Muir,  Manager                                                       |
|                                                   |   |                                                                            |
| Grand Tusayan, LLC                                     |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| LSGW Invesments, LLC                                   |   | Richard B. Muir,  Manager                                                       |
|                                                   |   |                                                                            |
| Millennia Car Wash, LLC                                |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| Newport on the Levee,  LLC                             |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager  Graham R. Bullick, Manager |
|                                                   |   |                                                                            |
| Old Mill District  Shops, LLC                          |   | William J. Stone,  Manager                                                      |
|                                                   |   |                                                                            |
| Orlando Business Park,  LLC                            |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |
|                                                   |   |                                                                            |
| Orlando Business Park  CD, Inc.                        |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                             |

 

12

----

 
| **Entity**                |   | **Position**                                                                                                                           |
|---------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                   |
| PL - Mesa,  Inc      |   | Graham R. Bullick,  Pres., CEO & Director  S. Eric Ottesen, Secretary and Director                                                 |
|                      |   |                                                                                                                                   |
| PL - Groves,  Inc.   |   | Graham R. Bullick,  Pres., CEO & Director  S. Eric Ottesen, Secretary and Director                                                 |
|                      |   |                                                                                                                                   |
| PLC Cross County, Inc.    |   | Graham R. Bullick,  Pres. and Director  S. Eric Ottesen, Secretary and Director                                                        |
|                      |   |                                                                                                                                   |
| PLC Cypress Creek, Inc.   |   | Graham R. Bullick,  Pres. and Director  S. Eric Ottesen, Secretary and Director                                                        |
|                      |   |                                                                                                                                   |
| PLC Dulles, Inc.          |   | Richard B. Muir, Pres.  Graham R. Bullick, Director  S. Eric Ottesen, Secretary and Director                                           |
|                      |   |                                                                                                                                   |
| PLC Kendale, Inc.         |   | Graham R. Bullick,  Pres.and Director  S. Eric Ottesen, Secretary and Director                                                         |
|                      |   |                                                                                                                                   |
| PLC Millenia, Inc.        |   | Graham R. Bullick,  Pres. and Director  S. Eric Ottesen, Secretary and Director                                                        |
|                      |   |                                                                                                                                   |
| PLC OBC, Inc.             |   | Graham R. Bullick,  Pres. and Director  S. Eric Ottesen, Secretary and Director                                                        |
|                      |   |                                                                                                                                   |
| PLC Oakwood Plaza, Inc.   |   | Graham R. Bullick,  Pres. and Director  S. Eric Ottesen, Secretary and Director                                                        |
|                      |   |                                                                                                                                   |
| PRICE LEGACY CORPORATION  |   | Gary B. Sabin, CEO & Director  Richard B. Muir, Vice Chairman  Graham R. Bullick, SVP  S. Eric Ottesen, SVP  William J. Stone, SVP |
|                      |   |                                                                                                                                   |
| Price Owner Corp.         |   | Richard B. Muir, Pres.  & CEO  S. Eric Ottesen, SVP & Secretary                                                                |
|                      |   |                                                                                                                                   |
| Price Owner LLC           |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                                                                                    |
|                      |   |                                                                                                                                   |
| Price Self Storage,  Inc. |   | Gary B. Sabin, Pres.,  CEO & Director  Richard B. Muir, EVP, Secretary & Director  S. Eric Ottesen, SVP                        |
|                      |   |                                                                                                                                   |
| TenantFirst Real Estate   |   | Richard B. Muir,  President  S. Eric Ottesen, SVP                                                                                      |
|                      |   |                                                                                                                                   |
| Yosemite Village, LLC     |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager                                                                                    |
|                      |   |                                                                                                                                   |
| Anaheim GardenWalk, LLC   |   | S. Eric Ottesen,  Manager  Richard B. Muir, Manager  William J. Stone, Manager                                                         |

 

13

----