**Exhibit10.4**

 

**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 Richard B. Muir (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 Vice Chairman and Assistant Secretary of the Companypursuant to the Employment Agreement between the Executive and the Companydated as of April 7, 2003 (the “Employment Agreement”);

 

WHEREAS, the Company andthe Executive and Gary B. Sabin, Graham R. Bullick and S. Eric Ottesen 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, and from the Boards of the Directors ofthe Company and each of its subsidiaries and affiliates, on the terms andconditions set forth in this 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  Upon the occurrenceof the foregoing events, the Employment Agreement shall be superseded entirelyby this Agreement and the Employment Agreement shall be of no further force oreffect.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 Employment and Directorships

# ** **

The Executive****herebyresigns, effective as of the date hereof (the “Resignation Date”), fromhis employment with the Company, from his positions as Vice Chairman andAssistant Secretary of the Company and a member of the Board of Directors ofthe Company and from all other positions the Executive may currently hold as anofficer or member of the board of directors or trustees (or any committeethereof) of the Company or any of the Company’s direct or indirectmajority-owned subsidiaries, including without limitation the entities listedon

 

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Schedule I hereto (the Company and all of its director indirect 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 theEffective Date, the Company shall pay to the Executive his base salary andaccrued and unpaid vacation pay through the Resignation Date to the extent ithas not previously been paid.  In lieuof and in satisfaction of any severance or other payments due under anyseverance or other benefit plans maintained by any of the Price Legacy Entities,or any individual agreement previously entered into with the Executive by anyof the Price Legacy Entities, including without limitation the EmploymentAgreement, the Company shall provide the Executive with the payments andbenefits set forth in Sections 3(b) through (f) below.  The Executive will not be entitled to anyadditional compensation or benefits from the Company or any other Price LegacyEntity, except as specifically provided in this Agreement.

 

(b)           The Executiveacknowledges and agrees that Gary Sabin has exercised his right to purchasefrom the Company all of its right, title and interest in and to the MasterLease, Note Receivable, Option Agreement and Put Option Agreement by andbetween the Company and Rose Canyon Business Park LP, dated as of December 12,2000, and that as a result of such right being exercised the Executive hasagreed forgo and waive any right the Executive may have under the EmploymentAgreement to receive any severance payments under Section 8(a)(iii) thereof.

 

(c)           Until the firstanniversary of the Resignation Date, the Executive and his eligible spouse anddependents shall continue to be eligible to receive the benefits that theywould have continued to receive under the Company’s medical, hospitalization,dental, and life insurance plans, practices and programs, if the Executive hadremained employed by the Company, at the level in effect and upon substantiallythe same terms and conditions (including without limitation contributionsrequired to be made by the Executive for such benefits, and subject to the Executive’smaking such contributions) as are in effect from time to time for activeCompany employees; provided, that if and to the extent that theExecutive, his eligible spouse and his eligible dependents cannot continue toparticipate in the Company programs providing such benefits, the Company shallarrange to provide them with the economic equivalent of such benefits that theywould otherwise be entitled to receive; and providedfurther,that the foregoing benefits shall terminate if and to the extent that theExecutive becomes eligible to receive substantially equivalent benefits underthe plans and programs of any subsequent employer (determined on abenefit-by-benefit basis).  Medical anddental benefits under this subparagraph may be provided by the Company’spayment of a portion of the Executive’s premiums for continued health coverageunder Section 4980B of Internal Revenue Code of 1986, as amended, and in anyevent the “qualifying event” that gives rise to the right of the Executive andhis eligible spouse and eligible dependents to such continued health coverageshall be deemed to occur on the Resignation Date.

 

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(d)           All options to purchaseshares of common stock of the Company granted to the Executive prior to theResignation Date shall be and become fully vested and exercisable on theEffective Date and shall continue to be outstanding and exercisable and theexpiration of such options shall be extended to the first anniversary of theResignation Date.

 

(e)           The Executive shall beentitled to any other rights, compensation and/or benefits as may be due to theExecutive in 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 toproper documentation 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 affect themorale of the employees of any of the Price Legacy Entities and their trustees,officers, agents and former and current employees and directors, or theExecutive, respectively.  The Executivefurther agrees not to make any negative statements, written or oral, to thirdparties relating to his employment or any aspect of the business of the PriceLegacy Entities and not to make any statements, written or oral, to thirdparties about the circumstances of his resignation, except as may be requiredby a court or governmental body, or as may merely repeat any of the matterscontained in the press release of the Company issued on or about the datehereof.

 

# **5.**     Confidentiality of this Agreement

# ** **

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, advisors andaffiliates on a “need to know” basis, each of whom shall be instructed by theExecutive and the Company, as the case may be, to maintain the terms of thisAgreement 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

 

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eliminated as of the Effective Date, and the Companyshall execute all document necessary or reasonably requested by the Executiveto reflect such elimination of restrictions.

 

# **7.**     Waiver of Other Payments and 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.**     Information Requests/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 the Executive

# ** **

(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,

 

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known or unknown, whether in law or equity and whetherarising under federal, state or local law, which the Releasors had, now have,or may have in the future as a result of any facts or circumstances currentlyexisting or which may have existed in the past (including, without limitation,any and all matters arising from the Executive’s employment by or service withthe Company), but excluding any Claims arising from any action to enforce theCompany’s obligations under this Agreement, the Master Separation Agreement orany other agreement or instrument entered into and delivered under thisAgreement or the Master Separation Agreement, against each or any of theReleasees (collectively, the “Released Claims”).  The Executive acknowledges and agrees thatif he or any other Releasor should hereafter make any claim or demand orcommence or threaten to commence any action, claim or proceeding against the Releaseeswith respect to any cause, matter or thing which is the subject of this Section10(a), this Agreement may be raised as a complete bar to any such action, claimor proceeding, and the applicable Releasee may recover from the Executive allcosts incurred in connection with such action, claim or proceeding, includingattorneys’ fees.

 

(b)           With respect to any andall Released Claims, the Executive stipulates and agrees that, upon executionof this 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 orbelieves to be true with respect to the subject matter of the Released Claims,but each Releasor, upon the execution of this Agreement by the Executive, shallbe deemed 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 affirmsthat he has been represented by counsel in connection with the negotiation andexecution of this Agreement and the waiver and release in Section 10(a).

 

(d)           THE EXECUTIVEACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALLKNOWN AND UNKNOWN CLAIMS.

 

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# **11.**   Older Workers Benefit Protection Act

# ** **

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

 

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

 

(b)           The Executive has theright to consult with an attorney before signing this Agreement.

 

(c)           The Executive hastwenty-one (21) days to consider this Agreement but he may waive that period bysigning it earlier.

 

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

 

# **12.**   Waiver and Release by the Company

# ** **

(a)           In consideration of thematters set forth in this Agreement, except for the payment and benefitsexpressly provided herein, the Price Legacy Entities, for themselves and theirsuccessors and assigns (collectively “Price Legacy Releasors”) doeshereby irrevocably and unconditionally release, acquit and forever dischargethe Executive 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 orofficer of 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

 

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against Executive by suchpartnerships or joint ventures, subject to the exceptions contained in thefirst sentence of this Section 12.

 

(b)           With respect to any andall Price Legacy Released Claims, the Company stipulates and agrees that, uponexecution of this Agreement, the Price Legacy Releasors shall be deemed to haveexpressly waived and relinquished, to the fullest extent permitted by law, theprovisions, rights, and benefits of Section 1542 of the California Civil Code, whichprovides:

 

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 the Executiveduring his employment with the Price Legacy Entities and standard formagreements regularly used in the operation of the business of the Price LegacyEntities) which are owned by the Price Legacy Entities and which are regularlyused in the operation of the business of the Price Legacy Entities.  The Executive further understands andacknowledges that despite termination of his employment with the Price LegacyEntities, he has a continuing legal obligation not to disclose, and not to use,directly or indirectly, any such trade secrets or confidential informationowned by the Price Legacy Entities.

 

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# **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 theExecutive’s resignation of his employment that are inconsistent with suchstatement, except as may be required by applicable law or regulation.

 

# **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 eitherParty brings an action to enforce its rights under this Agreement, theprevailing Party in the action, at such time as the action is binding, finaland no longer appealable, shall be entitled to recover its costs and expenses,including, without limitation, reasonable attorneys’ fees, incurred inconnection with such action, including any appeal of such action.

 

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# **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.

 

# **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:

 

Richard B. Muir17140 Bernardo Height Drive, Suite 310San Diego, California 92128Fax:         (858)487-9890

 

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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.

 

# **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.  The obligationsof the Company may be assigned without limitation, provided that theCompany shall remain liable for the payment obligations under Section 2; but,as the obligations to be performed by the Executive hereunder are unique basedupon his skills and qualifications, the Executive’s obligations under thisAgreement 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.

 

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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/ Richard B.  Muir |   |
|   |                      | Richard B. Muir |
|        |                           |  |  |  |

 

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**Schedule1**

 

**PRICELEGACY 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                             |

 

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| **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                                                         |

 

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