##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Commission File Number: 001-13545 (AMB Property Corporation)
001-14245 (AMB Property, L.P.)
 AMB Property Corporation
AMB Property, L.P.
 (Exact Name of Registrant as Specified in Its Charter)
 Maryland (AMB Property Corporation) 
Delaware (AMB Property, L.P.)(State or Other Jurisdiction of 
Incorporation or Organization)
    
    94-3281941
94-3285362(I.R.S. Employer
Identification No.)Pier 1, Bay 1, San Francisco, California(Address of Principal Executive Offices)
    
    94111(Zip Code)
 (415) 394-9000   (Registrants Telephone Number, Including Area Code)   Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredAMB Property Corporation
    
    Common Stock, $.01 par value
    
    New York Stock ExchangeAMB Property Corporation
    
    6.50% Series L Cumulative Redeemable Preferred Stock
    
    New York Stock ExchangeAMB Property Corporation
    
    6.75% Series M Cumulative Redeemable Preferred Stock
    
    New York Stock ExchangeAMB Property Corporation
    
    7.00% Series O Cumulative Redeemable Preferred Stock
    
    New York Stock ExchangeAMB Property Corporation
    
    6.85% Series P Cumulative Redeemable Preferred Stock
    
    New York Stock ExchangeAMB Property, L.P.
    
    None
    
    None
 Securities registered pursuant to Section 12(g) of the Act:
 AMB Property Corporation
    
    NoneAMB Property, L.P
    
    None
  AMB Property Corporation
    
    Yes þ No oAMB Property, L.P.
    
    Yes o No þ
  AMB Property Corporation
    
    Yes o No þAMB Property, L.P.
    
    Yes o No þ
  AMB Property Corporation
    
    Yes þ No oAMB Property, L.P.
    
    Yes þ No o
 þ o
 þ
   Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  AMB Property Corporation
    
    Yes o No þAMB Property, L.P.
    
    Yes o No þ




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVITEM 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents   
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 DIRECTORS
   Hamid R. MoghadamAge 54Director since 1997AMB Board Committees: Member, Executive CommitteeOne of the founders (in 1983) of the predecessor to AMB Property
Corporation, Mr. Moghadam has over 30 years of experience in real estate.
He is currently our Chairman and Chief Executive Officer. Mr. Moghadam
holds bachelors and masters degrees in engineering from the
Massachusetts Institute of Technology and an M.B.A. degree from the
Graduate School of Business at Stanford University.Mr. Moghadam is a member of the board of trustees of Leland Stanford
Junior University, and is a former member of the Stanford Graduate
School of Business Advisory Council and its Campaign Steering Committee.
He is a former Chairman of the Executive Committee and the Board of
Governors of the National Association of Real Estate Investment Trusts,
is a former Chairman of Stanford Management Company, is a former member of the board of directors of Plum Creek
Timber Company, is a founding member of the Real Estate Roundtable, and has served on
various committees of the Massachusetts Institute of Technology. In
addition, as an active participant in the San Francisco Bay Area
community, he has served on various philanthropic and community boards,
including the California Academy of Sciences, the Bay Area Discovery
Museum, Town School for Boys, and as Chairman of the Young Presidents
Organizations (YPO) Northern California Chapter. As a result of these
and other professional experiences, Mr. Moghadam possesses particular
knowledge and experience about AMB and in the real estate and real estate
investment trust industry that strengthen the Boards collective
qualifications, skills and experience.T. Robert BurkeAge 68Director since 1997AMB Board Committees: Chair, Executive CommitteeMr. Burke is one of the founders (in 1983) of the predecessor to AMB
Property Corporation. From November 1997 to December 1999, Mr. Burke was
our Chairman of the Board. He was formerly a senior real estate partner
with Morrison & Foerster LLP and, for two years, served as that firms
Managing Partner for Operations. Mr. Burke graduated from Stanford
University and holds a J.D. degree from Stanford Law School.Mr. Burke is a former member of the Board of Governors of the National
Association of Real Estate Investment Trusts, and is a former member of
the Board of Trustees of Stanford University. Mr. Burke is also the
former Chairman of the Board of Directors of the Pension Real Estate
Association. As a result of these and other professional experiences, Mr.
Burke possesses particular knowledge and experience about AMB and in the
real estate and real estate investment trust industry that strengthen the
Boards collective qualifications, skills and experience.
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David A. ColeAge 68Director since 2000AMB Board Committees: Chair, Compensation CommitteeMr. Cole was named Chairman of the Board and Chief Executive Officer of
Kurt Salmon Associates, a global management consulting firm, in January
1988. He retired as Chief Executive Officer in December 1998 and
continued to serve as Chairman of the Board until January 2001. He served
as Chairman Emeritus until 2009. Mr. Cole holds a bachelors degree in
engineering from Auburn University and has successfully completed the
Advanced Management Program at Harvard Business School.Mr. Cole is a member of the Board of Directors of PRGX, Inc., a publicly
traded provider of audit recovery, analytic and advisory services, is
Chairman of its governance and nominating committee and serves on its
compensation committee. He served as Chairman of the Board of Directors
of PRGX, Inc. from 2005 to 2006. Mr. Cole is a member of the Board of
Directors of Americorp Holding, Inc., a privately held operator of
healthcare clinics. He is also a member of the Advisory Board of Goizueza
Business School at Emory University and a trustee of the Galloway School
in Atlanta, Georgia. As a result of these and other professional
experiences, Mr. Cole possesses particular knowledge and experience in
strategic planning and leadership of complex organizations that
strengthen the Boards collective qualifications, skills and experience.Lydia H. KennardAge 56Director since 2004AMB Board Committees: Chair, Nominating and Governance CommitteeFrom 1999 to 2003 and again from October 2005 to February 2007, Ms.
Kennard served as Executive Director of Los Angeles World Airports, a
system of airports comprising Los Angeles International, Ontario
International, Palmdale Regional and Van Nuys General Aviation Airports.
She is currently a principal of Airport Property Ventures, LLC and KDG
Development & Construction Consulting. She served as Deputy Executive for
Design and Construction for Los Angeles World Airports from 1994 to 1999.
Ms. Kennard holds a J.D. degree from Harvard Law School, a masters
degree in city planning from the Massachusetts Institute of Technology,
and a bachelors degree in urban planning and management from Stanford
University.Ms. Kennard is a director of Intermec, Inc., an industrial technologies
company, a member of the UniHealth Foundation Board, a member of the
California Air Resources Board, a trustee for RAND Corporation, where she
serves on the executive and audit committees, a trustee for the
University of Southern California, a director of URS Corporation, where
she as chair of the Board Affairs Committee, a trustee for the
Marlborough School, where she serves on the audit and development
committees, and is a former director of IndyMac Bank. As a result of
these and other professional experiences, Ms. Kennard possesses
particular knowledge and experience in the airport and aviation
industries that strengthen the Boards collective qualifications, skills
and experience.J. Michael LoshAge 64Director since 2003AMB Board Committees: Chair, Audit CommitteeFrom July 2004 to May 2005, Mr. Losh served as interim chief financial
officer of Cardinal Health, Inc., a health care products and services
company. Mr. Losh spent 36 years with General Motors Corporation, most
recently as Executive Vice President and Chief Financial Officer of
General Motors from July 1994 through August 2000 and as chairman of
GMAC, General Motors financial services group, from July 1994 until
1999. He oversaw major capacity expansion programs and integrated finance
functions when he served as finance director of General Motors de Brazil
from 1979 to 1982 and as managing director of General Motors de Mexico
from 1982 to 1984. Mr. Losh was elected Vice President of General Motors
and General Manager of the Pontiac Division in July 1984, and in June
1989 was named Vice President and General Manager of the Oldsmobile
Division. From 1992 to 1994, Mr. Losh served as Group Vice President in
charge of North American Vehicle Sales, Service and Marketing. Mr. Losh
holds a B.S. degree in Mechanical Engineering from Kettering University
and an M.B.A. degree from Harvard University.Mr. Losh currently serves on the boards of CareFusion Corporation, a
medical devices company, where he is the presiding director and serves on
the audit committee; AON Corporation, an insurance and risk management
company, where he serves on the audit, governance and nominating, finance
and
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compensation committees; Masco Corporation, a home improvement and
building products company, where he serves on the audit committee, the
pricing committee and the compensation committee; H.B. Fuller Company, a
chemical manufacturer, where he serves on the audit and governance
committees; and TRW Automotive Inc., an automotive product company, where
he serves on the audit and compensation committees. As a result of these
and other professional experiences, Mr. Losh possesses particular
knowledge and experience in strategic planning and leadership of complex
organizations, as well as expertise in finance, that strengthen the
Boards collective qualifications, skills and experience.Frederick W. ReidAge 60Director since 2003AMB Board Committees: Member, Compensation Committee; Member, Nominating
and Governance CommitteeMr. Reid is currently the President of Flexjet and SkyJet U.S. He served
as Chief Executive Officer of Virgin America, a startup airline that
launched operations in August 2007, until January 2008. Mr. Reid joined
Virgin America in April 2004. Previously, Mr. Reid served as President
and Chief Operating Officer of Delta Airlines from May 2001 to April 2004
and served as Executive Vice President and Chief Marketing Officer of
Delta Airlines from July 1998 to May 2001. Before joining Delta Airlines,
Mr. Reid served as President and Chief Operating Officer of Lufthansa
German Airlines from April 1997 to June 1998, as Executive Vice President
from 1996 to March 1997 and as Senior Vice President, The Americas from
1991 to 1996. Between 1976 and 1991, Mr. Reid held various management
positions at Pan American World Airways and American Airlines, based in
Western Europe, the Middle East and South Asia. Mr. Reid holds a B.A.
degree in Asian Studies from the University of California at Berkeley.Mr. Reid is a member of the Advisory Board for the Taub Institute for
Research on Alzheimers Disease and the Aging Brain. As a result of these
and other professional experiences, Mr. Reid possesses particular
knowledge and experience in the airport and aviation industry that
strengthen the Boards collective qualifications, skills and experience.Jeffrey L. SkeltonAge 61Director since 1997AMB Board Committees: Member, Audit Committee; Member, Executive CommitteeMr. Skelton is Managing Partner of Resultant Capital Partners, LLC, an
investment management firm. Mr. Skelton served as President and Chief
Executive Officer of Symphony Asset Management, a subsidiary of Nuveen
Investments, Inc., from 2004 until 2009. Prior to founding Symphony
Asset Management in 1994, he was with Wells Fargo Nikko Investment
Advisors from January 1984 to December 1993, where he served in a variety
of capacities, including Chief Research Officer, Vice Chairman, Co-Chief
Investment Officer and Chief Executive of Wells Fargo Nikko Investment
Advisors Limited in London. Mr. Skelton has a Ph.D. in Mathematical
Economics and Finance and an M.B.A. degree from the University of
Chicago, and was an Assistant Professor of Finance at the University of
California at Berkeley, Walter A. Haas School of Business.Mr. Skelton is a trustee of the Woodrow Wilson National Fellowship
Foundation. As a result of these and other professional experiences, Mr.
Skelton possesses particular knowledge and experience in strategic
planning and leadership of complex organizations, as well as expertise in
finance, that strengthen the Boards collective qualifications, skills
and experience.Thomas W. TusherAge 69Director since 1997AMB Board Committees: Member, Compensation CommitteeMr. Tusher was President and Chief Operating Officer of Levi Strauss &
Co. from 1984 through 1996, when he retired. Previously, he was President
of Levi Strauss International from 1976 to 1984. Mr. Tusher began his
career at Levi Strauss in 1969. He was a director of the publicly-held
Levi Strauss & Co. from 1978 to 1985, and was named a director of the
privately-controlled Levi Strauss & Co. in 1989, a position he held until
his retirement at the end of 1996. Prior to joining Levi Strauss & Co.,
Mr. Tusher was with Colgate Palmolive from 1965 to 1969. Mr. Tusher has a
bachelors degree from the University of California at Berkeley and an
M.B.A. degree from the Graduate School of Business at Stanford
University.
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Mr. Tusher is a director of Amisfield Wine Company in New Zealand. He is
a former director of Dash America (Pearl Izumi), Cakebread Cellars, Great
Western Financial Corporation and the San Francisco Chamber of Commerce.
He is also Chairman Emeritus and a member of the advisory board of the
Walter A. Haas School of Business at the University of California at
Berkeley. Mr. Tusher is also a director of the World Wildlife Fund, a
member of the Board of Trustees of the California Academy of Sciences and
a former director of the Stanford Graduate School of Business Advisory
Council. As a result of these and other professional experiences, Mr.
Tusher possesses particular knowledge and experience in strategic
planning and leadership of complex organizations that strengthen the
Boards collective qualifications, skills and experience.Carl B. WebbAge 61Director since 2007AMB Board Committees: Member, Audit Committee; Member, Nominating and
Governance CommitteeMr. Webb is the Chief Executive Officer and Board Member of Pacific
Capital Bancorp, and is Chairman and Chief Executive Officer of Pacific
Capital Bank, N.A., Santa Barbara, California. He is also the Senior
Partner of Ford Management, L.P., a Dallas-based private equity firm with
a focus on equity investments in financial service firms nationally. In
addition, Mr. Webb has served as a consultant to Hunters Glen/Ford,
Ltd., a private investment partnership, since November 2002. He served as
the Co-Chairman of Triad Financial Holdings LLC, a privately held
financial services company, from July 2007 to October 2009, and was the
interim President and Chief Executive Officer from August 2005 to July
2007.Previously, Mr. Webb was the President, Chief Operating Officer and
director of Golden State Bancorp Inc. and its subsidiary, California
Federal Bank, FSB, from September 1994 to November 2002. Prior to his
affiliation with California Federal Bank, FSB, Mr. Webb was the President
and CEO of First Madison Bank, FSB (from 1993 to 1994) and First
Gibraltar Bank, FSB (from 1988 to 1993), as well as President and
Director of First National Bank at Lubbock (from 1983 to 1988). Mr. Webb
received a Bachelor of Business Administration Degree from West Texas A&M
University and a Graduate Banking Degree from Southwestern Graduate
School of Banking at Southern Methodist University.Mr. Webb is a director of Pacific Capital Bancorp, a publically traded
bank holding company that owns a full service bank based in Santa
Barbara, California, Hilltop Holdings Inc., a publicly-traded financial
services holding company, and M & F Worldwide Corp., a holding company
that manages two financial institution services companies and a licorice
flavorings manufacturer, where he serves on the audit committee, is a
former director of Plum Creek Timber Company, where he served on the
audit and compensation committees, and is a former director of Triad
Financial SM LLC. As a result of these and other professional
experiences, Mr. Webb possesses particular knowledge and experience in
strategic planning and the financial and real estate investment trust
industries, as well as expertise in finance, that strengthen the Boards
collective qualifications, skills and experience.
 EXECUTIVE OFFICERS
  Hamid R. MoghadamAge:
    
    54Position(s):
    
    Mr. Moghadam has served as our Chief Executive Officer since November 1997, our
president under our bylaws and Maryland corporate law since February 2007 and
as Chairman of the Board since January 2000.Biographical information:
    
    Biographical information regarding Mr. Moghadam is set forth under Directors.Thomas S. OlingerAge:
    
    44Position(s):
    
    Chief Financial OfficerBiographical information:
    
    Mr. Olinger joined us on February 23, 2007 and became our Chief Financial
Officer on March 1, 2007. He currently serves as Chair of our Investment
Committee and as an officer or director of a number of our other subsidiaries.
From 2002 until February 2007, Mr. Olinger was the vice president and corporate
controller of Oracle Corporation, a software and technology company, where he
was responsible for
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global corporate accounting, external reporting, technical
accounting, global revenue recognition, Sarbanes-Oxley compliance and finance
merger and acquisition integration, among other duties. At Oracle, Mr. Olinger
also oversaw global controllership operations in Dublin, Ireland, Bangalore,
India, Sydney, Australia and Rocklin, California. Prior to his employment with
Oracle, Mr. Olinger was an accountant and partner at Arthur Andersen LLP. At
Arthur Andersen, Mr. Olinger served as the lead audit partner on our account
from 1999 to 2002. He also worked with a number of other real estate investment
trusts in Arthur Andersens real estate practice group and technology companies
in Arthur Andersens software practice group. He is a board member of American
Assets Trust, where he serves on its audit and nominating and governance
committees. Mr. Olinger graduated in 1988 from Indiana University with a B.S.
degree in finance with distinction.Guy F. JaquierAge:
    
    52Position(s):
    
    President, Europe & Asia; President, Private CapitalBiographical information:
    
    As of January 1, 2010, Mr. Jaquier became the President, Private Capital in
addition to his role as President, Europe and Asia. Mr. Jaquier joined us in
June 2000 and served as our Executive Vice President, Chief Investment Officer
from June 2000 to December 31, 2005 and our Executive Vice President, Europe &
Asia from January 2006 to February 2007. He served as Vice Chairman of AMB
Capital Partners, LLC, one of our subsidiaries from January 2001 to December
2005, and currently serves as an officer or director of a number of our other
subsidiaries. He also serves as a director of the Runstad Center Advisory Board
for the University of Washington real estate program. Mr. Jaquier has over 28
years of experience in real estate finance and investments. Between 1998 and
June 2000, Mr. Jaquier served as Senior Investment Officer for real estate at
the California Public Employees Retirement System, where his responsibilities
included managing a $12 billion real estate portfolio. Prior to that, Mr.
Jaquier spent 15 years at Lend Lease Real Estate Investments and its
predecessor, Equitable Real Estate, where he held various transactions and
management positions. He holds a B.S. degree in Building Construction
Management from the University of Washington and an M.B.A. degree from the
Harvard Graduate School of Business Administration.Eugene F. ReillyAge:
    
    49Position(s):
    
    President, The AmericasBiographical information:
    
    Mr. Reilly joined us in
October 2003 and has over 26 years of experience in
real estate development, acquisition, disposition, financing and leasing
throughout the Americas. Prior to joining us, Mr. Reilly served as Chief
Investment Officer at Cabot Properties, Inc., a private equity
industrial real estate firm in which he was also a founding partner,
and his tenure there, including its predecessor companies,
spanned from 1992 to 2003. From 1985 to 1992, Mr. Reilly served in a variety of
capacities at National Development Corporation, ultimately serving as Senior
Vice President. Mr. Reilly is a director and Secretary of the National Association of Industrial
and Office Parks (NAIOP), is a director of Strategic Hotels and
Resorts, Inc., a publicly traded REIT and is a member of the Urban Land Institute. He began
service on the national board of directors of NAIOP in 2010, and has previously
served on the National Industrial Education Committee of NAIOP, and was a
former member of the board of directors of its Massachusetts chapter.
He has also served on the board of directors of Grupo Acción, S.A. de C.V.; a leading
development company in Mexico.
He holds an A.B. in Economics from Harvard College.
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF BUSINESS CONDUCT
 http://www.amb.com
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AUDIT COMMITTEE
  
 Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 General Overview of AMB Pay Practices
  (1)
    
    reward and provide incentives for superior corporate, group and individual
performance;(2)
    
    attract the best talent available in the marketplace; and(3)
    
    motivate and retain high performing employees.
     
    
    We do not have employment contracts with our executives nor our U.S.-based employees,
thus we do not have multi-year guarantees for salary increases, non-performance based
bonuses or equity compensation. Our target and range for bonuses and equity compensation
payments are discretionary and based on company, group and individual performance.
    
    Our tax reimbursements for executive perquisites, such as for parking and financial
planning, are minimal.
    
    Our insider trading policy prohibits aggressive or speculative trading.
    
    We have not re-priced or replaced any underwater stock options, and our equity incentive
plan requires that we obtain stockholder approval before any repricings.
    
    We have stock ownership and holding guidelines as set forth in the section entitled
Stock Ownership Guidelines below, and our long-term equity incentive awards generally have
a vesting period of 3 to 5 years.
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
    
    We award a mix of full value and equity appreciation awards to our eligible employees.
    
    We provide minimal perquisites for former and/or retired executives, the main perquisite
being the opportunity for retired executives to buy healthcare coverage. We have not
provided extraordinary relocation benefits for our current executives.
    
    Our cash payments in connection with a change in control do not exceed 2 times base
salary and bonus, and are paid out only on double-trigger events.
     Executive Compensation Program
  
    
    Base salary,
    
    Annual bonus, and
    
    Long-term equity incentive awards.
  
    
    Compensation tally sheets, and
    
    Benchmarking data.
 Compensation Tally Sheets .
 Benchmarking Data .
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Alexandria Real Estate
Apartment Investment &
Management Co.
AvalonBay Communities 
Boston Properties 
BRE Properties 
Camden Property Trust
Corporate Office Properties
Digital Realty Trust 
Douglas Emmett Inc.
Duke Realty
    
    Equity Residential 
Essex Property Trust
Federal Realty
Investment Trust HCP
Inc. 
HCP Inc. 
Health Care REIT Inc.
Highwoods Properties
Host Hotels & Resorts 
Kimco Realty Corp
Liberty Property Trust
Macerich Co.
    
    ProLogis
Public Storage
Regency Centers Corp
Simon Property Group
SL Green Realty Corp
UDR Inc.
Ventas
Vornado Realty Trust
Weingarten Realty Investors
   Role of Compensation Consultant .
 Other compensation components .
 Base Salary
   Annual Bonus Program
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WeightingCorporate v. Group/
    
    Bonus as a% ofIndividual
    
    Base SalaryPosition
    
    Performance
    
    (Minimum-Target-Maximum)Chairman and CEO
    
    80% v. 20%
    
    0% - 150% - 300%President, Private Capital and Europe & Asia
    
    60% v. 40%
    
    0% - 125% - 250%President, The Americas
    
    60% v. 40%
    
    0% - 125% - 250%Chief Financial Officer
    
    50% v. 50%
    
    0% - 100% - 200%
   Performance Measure
    
    Target
    
    WeightingAdjusted Recurring FFO per share(1)
    
    $1.13
    
    40%Private Equity Raised
    
    $400 million
    
    20%Development Portfolio Leased/Sold
    
    6.6 million square feet
    
    20%Business Process Optimization
    
    process & technology initiatives
    
    20%100%
 
 (1)
    
    We assigned more weight to the Adjusted Recurring FFO (funds from
operations) performance measure relative to the other performance
measures as we believe Adjusted Recurring FFO provides the best
assessment of our operating performance for the company as a whole for
compensation purposes, among others. Adjusted Recurring FFO is a
non-GAAP financial measure which we use as a supplemental measure of
operating performance that excludes historical cost depreciation and
amortization, impairment and restructuring charges, debt
extinguishment losses, equity investment decisions and strategies, and
development gains, among other items, from net income as defined by
GAAP, generally accepted accounting principles. 2010 Performance.
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Long-Term Equity Incentive Program
    Performance Measure
    
    WeightingExceed Target
    
    Greater than 200 bps above the weighted three-year
average TSR of the combined peer groupTarget
    
    Within 200 bps of the weighted three-year average TSR
of the combined peer groupBelow Target
    
    Greater than 200 bps below the weighted three-year
average TSR of the combined peer group
 2010 Performance .
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2010 Chairman and Chief Executive Officer and Other Named Executive Officers Compensation
   
    
    Hamid Moghadam, Chairman and CEO: Led the team that made excellent progress on our 2010
key priorities including the following: increased occupancy in our core operating portfolio
to 93.7%; leasing a record 37.7 million square feet; deploying more than $832 million into a
profitable mix of acquisitions, fund investments and developments; introducing new investment
vehicles, including a $433.8 million co-investment venture in Brazil and launching a $315.3
million co-investment venture for Mexican pension plans; raising a record $780 million in
private capital; directing critical business development initiatives and continuing to develop
our global talent.
    
    Tom Olinger, Chief Financial Officer: Completed approximately $4 billion in capital
markets transactions, thereby extending the weighted average remaining maturity of the
companys share of debt to 4.8 years at an average interest rate of 4.6% and smoothed our
debt maturity exposure in future years; made excellent progress on our business process
optimization initiatives to overhaul our operating and internal reporting systems; and
successfully outsourced our property accounting function.
    
    Guy Jaquier, President, Private Capital and Europe and Asia: In collaboration with other
senior leaders raised over $780 million in private capital; established two new co-investment
funds in Mexico and Brazil; continued the integration of private capital activities into our
business; and produced full year average occupancy of 91.8% for Asia and 93.6% for Europe.
    
    Gene Reilly, President, The Americas: Led the team to produce year-end occupancy at 93.2%
continuing to significantly outperform the national markets by a record 730 basis points;
completed acquisitions in excess of our original plan and $39.9 million in development starts;
made significant contributions to private capital fund structuring, marketing and investor
outreach efforts in Mexico, Brazil, U.S. and Canada; and continued to build the Brazil
platform and team.
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2010 Annual Salary and Incentive Compensation
  (i)
    
    We include, for 2010 performance:
 
    
    the total value of the bonus amount after any exchange into equity as part
of our annual bonus exchange program on the grant date; and
    
    the total value of long-term equity incentive awards on the grant date.
 (ii)
    
    We do not include the value of equity awards actually granted in 2010 for 2009
performance.
 Total SalaryAnnual
    
    
    
    
    Long-Term
    
    and IncentiveExecutive
    
    Base Salary
    
    
    Annual Bonus(5)
    
    Incentive Value(5)
    
    CompensationHamid R. Moghadam
    
    $
    675,000
    
    
    After Bonus Exchange: $1,950,000
    
    $2,050,000
    
    $4,675,000Chairman and Chief Executive Officer(1)
    
    
    
    
    
    Actual: $1,300,000Thomas S. Olinger
    
    $
    400,000
    
    
    Actual: $530,000
    
    $600,000
    
    $1,530,000Chief Financial Officer(2)Guy F. Jaquier
    
    $
    425,000
    
    
    Actual: $579,000
    
    $1,200,000
    
    $2,204,000President, Capital Partners, Europe and
Asia(3)Eugene F. Reilly
    
    $
    425,000
    
    
    Actual: $632,000
    
    $1,200,000
    
    $2,257,000President, The Americas(4)
 
 (1)
    
    Mr. Moghadam elected to receive his entire annual bonus in equity. He was awarded 251,287 stock options which
included a 50% premium equal to 83,762 stock options with 167,525 stock options vesting through January 1,
2012 and the remaining 83,762 stock options which vest over three years. Mr. Moghadams long-term incentive
award included 37,329 shares of restricted stock, which vest over four years, and 105,670 stock options, which
vest over three years.(2)
    
    Mr. Olingers long-term incentive award included 18,209 shares of restricted stock, which vest over four years.(3)
    
    Mr. Jaquiers long-term incentive award included 29,135 shares of restricted stock, which vest over four
years, and 30,927 stock options, which vest over three years.(4)
    
    Mr. Reillys long-term incentive award included 36,418 shares of restricted stock, which vest over four years.(5)
    
    The amounts included for the bonus exchange value listed above for participating officers are based on the
closing sales price of our common stock on the date the bonuses and shares were awarded with respect to 2010
performance, February 2, 2011, $32.95 per share.The number of options granted with respect to bonus exchange and long-term equity incentive awards to our
Named Executive Officers was based on the Black-Scholes value on the date of grant, which was calculated
utilizing the following assumptions: 
    
    Market price on date of grant;
    
    Exercise price  same as market price on date of grant;
    
    Assume average outstanding term of seven years (While stock options have a term of ten
years, we assume a shorter term to reflect the historical forecasted average length of time
that our executive officers hold the options until exercise);
    
    Risk-free rate, seven-year interpolated US Treasury;
    
    Volatility  AMBs historical volatility since IPO; and
    
    Dividend rate  expected dividend rate over term of 5%.
 13




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##### Table of Contents



2010 Perquisites and Other Compensation
   Perquisites
    
    Other CompensationDividends on
    
    
    
    
    
    
    
    
    
    Tax GrossUnvested
    
    401(k)
    
    
    
    
    
    up onFinancial
    
    
    
    
    
    
    
    
    
    Restricted
    
    Company
    
    Life
    
    FinancialExecutive
    
    Planning
    
    Parking
    
    Subtotal
    
    Stock
    
    Match
    
    Insurance
    
    Planning
    
    Subtotal
    
    TotalHamid R. Moghadam
    
    $
    41,650
    
    
    $
    5,040
    
    
    $
    46,690
    
    
    $
    201,585
    
    
    $
    7,350
    
    
    $
    374
    
    
    $
    24,127
    
    
    $
    233,436
    
    
    $
    280,126Thomas S. Olinger
    
    $
    9,015
    
    
    $
    2,160
    
    
    $
    11,175
    
    
    $
    57,237
    
    
    $
    7,350
    
    
    $
    374
    
    
    $
    5,222
    
    
    $
    70,183
    
    
    $
    81,358Guy A. Jaquier
    
    $
    9,015
    
    
    $
    2,160
    
    
    $
    11,175
    
    
    $
    95,188
    
    
    $
    7,350
    
    
    $
    374
    
    
    $
    5,222
    
    
    $
    108,134
    
    
    $
    119,309Eugene F. Reilly
    
    $
    2,255
    
    
    $
    3,480
    
    
    $
    5,735
    
    
    $
    122,688
    
    
    $
    7,350
    
    
    $
    374
    
    
    $
    1,049
    
    
    $
    131,461
    
    
    $
    137,196
  2010 Total Remuneration
  Salary andIncentive
    
    
    
    
    
    Other
    
    TotalExecutive
    
    Compensation
    
    Perquisites
    
    Compensation
    
    RemunerationHamid R. Moghadam
    
    $
    4,675,000
    
    
    $
    46,690
    
    
    $
    233,436
    
    
    $
    4,955,126Thomas S. Olinger
    
    $
    1,530,000
    
    
    $
    11,175
    
    
    $
    70,183
    
    
    $
    1,611,358Guy A. Jaquier
    
    $
    2,204,000
    
    
    $
    11,175
    
    
    $
    108,134
    
    
    $
    2,323,309Eugene F. Reilly
    
    $
    2,257,000
    
    
    $
    5,735
    
    
    $
    131,461
    
    
    $
    2,394,196
 Impact of Accounting and Tax Treatment
  14




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##### Table of Contents



Stock Option Grant Timing Practices
   Stock Ownership Guidelines
  Summary
  15




---



##### Table of Contents



EXECUTIVE COMPENSATION TABLES
 Summary Compensation Table
  All OtherSalary
    
    Bonus
    
    Stock Awards
    
    Option Awards
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)(2)(3)(4)
    
    ($)(2)(5)(6)
    
    ($)(4)
    
    ($)Hamid R. Moghadam
    
    
    2010
    
    
    
    675,000
    
    
    
    1,300,000
    (7)
    
    
    1,728,713
    (7)
    
    
    2,528,628
    (7)
    
    
    280,126
    (8)
    
    
    6,512,467Chairman and Chief Executive
    
    
    2009
    
    
    
    613,250
    
    
    
    1,200,000
    (7)
    
    
    854,538
    (7)
    
    
    1,230,505
    (7)
    
    
    224,953
    (8)
    
    
    4,123,246Officer
    
    
    2008
    
    
    
    657,750
    
    
    
    570,000
    (7)
    
    
    4,984,930
    (7)
    
    
    
    
    
    
    474,238
    (8)
    
    
    6,686,918Thomas S. Olinger
    
    
    2010
    
    
    
    400,000
    
    
    
    530,000
    (9)
    
    
    739,498
    (9)
    
    
    130,660
    (9)
    
    
    81,358
    (8)
    
    
    1,881,516Chief Financial Officer
    
    
    2009
    
    
    
    368,250
    
    
    
    383,000
    (9)
    
    
    269,987
    (9)
    
    
    181,158
    (9)
    
    
    52,454
    (8)
    
    
    1,254,8492008
    
    
    
    378,000
    
    
    
    325,000
    (9)
    
    
    767,434
    (9)
    
    
    189,126
    (9)
    
    
    67,293
    (8)
    
    
    1,726,853Guy F. Jaquier
    
    
    2010
    
    
    
    425,000
    
    
    
    579,000
    (10)
    
    
    959,990
    (10)
    
    
    640,791
    (10)
    
    
    119,309
    (8)
    
    
    2,724,090President, Private Capital, Europe &
    
    
    2009
    
    
    
    390,250
    
    
    
    486,000
    (10)
    
    
    474,989
    (10)
    
    
    670,092
    (10)
    
    
    84,469
    (8)
    
    
    2,105,800Asia
    
    
    2008
    
    
    
    440,500
    
    
    
    400,000
    (10)
    
    
    1,666,714
    (10)
    
    
    349,430
    (10)
    
    
    149,616
    (8)
    
    
    3,006,260Eugene F. Reilly
    
    
    2010
    
    
    
    425,000
    
    
    
    632,000
    (11)
    
    
    1,599,991
    (11)
    
    
    
    (11)
    
    
    137,196
    (8)
    
    
    2,794,187President, The Americas
    
    
    2009
    
    
    
    390,250
    
    
    
    530,000
    (11)
    
    
    474,989
    (11)
    
    
    670,092
    (11)
    
    
    84,924
    (8)
    
    
    2,150,2552008
    
    
    
    440,500
    
    
    
    400,000
    (11)
    
    
    1,747,461
    (11)
    
    
    
    
    
    
    127,708
    (8)
    
    
    2,715,669
 
 (1)
    
    The Compensation Committee of the Board of Directors determined the
amount of any such bonus. The bonuses for 2008 were paid in 2009, the
bonuses for 2009 were paid in 2010, and the bonuses for 2010 were paid
in 2011. At the option of the Named Executive Officer, the officer may
receive his bonus in any combination of cash, restricted shares of our
common stock (valued at 125% of the cash bonus, with a three-year
vesting period) or options to purchase shares of our common stock
(valued at 150% of the cash bonus based on our Black-Scholes value,
with a three-year vesting period on options in excess of the 100% cash
bonus value, and for 2009 and 2010, vesting within one year and for
2008, immediate vesting of the remainder).(2)
    
    These amounts are the full grant date fair value of the awards
determined in accordance with ASC Topic 718, excluding the value of
forfeitures.(3)
    
    Dividends will be paid on the restricted stock granted to our
directors, executive officers and other employees. These dividends
were not preferential. All of our restricted stock grants vest
annually in either three, four or five annual installments assuming
continued employment.(4)
    
    Amounts include dividends on shares of unvested restricted stock.
During 2010, 2009 and 2008, our Named Executive Officers earned
dividends on their shares of unvested restricted stock, and held the
number of shares of restricted stock as of December 31, 2010, as
follows: Shares of UnvestedAggregate Dividends
    
    Restricted StockPaid on
    
    Held atFiscal
    
    Unvested
    
    December 31,Executive
    
    Year
    
    Restricted Stock ($)
    
    2010 (#)Hamid R. Moghadam
    
    
    2010
    
    
    
    201,585
    
    
    
    180,6472009
    
    
    
    149,5262008
    
    
    
    410,136Thomas S. Olinger
    
    
    2010
    
    
    
    57,238
    
    
    
    56,7582009
    
    
    
    28,6832008
    
    
    
    42,033Guy F. Jaquier
    
    
    2010
    
    
    
    95,188
    
    
    
    89,2332009
    
    
    
    60,6982008
    
    
    
    127,015Eugene F. Reilly
    
    
    2010
    
    
    
    122,688
    
    
    
    121,4002009
    
    
    
    62,1372008
    
    
    
    116,817
 (5)
    
    In accordance with ASC Topic 718, we value stock options using the
Black-Scholes option-pricing model and recognize this value as an
expense over the vesting period of the options. 16




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##### Table of Contents



The fair value of option grant expense reported in the Summary
Compensation Table was estimated using the Black-Scholes option
pricing model with the following assumptions used for grants made
in 2010, 2009 and 2008:
 Dividend
    
    Expected
    
    Risk-freeGrant Year
    
    Yield
    
    Volatility
    
    Interest Rates
    
    Expected Life2010
    
    5.1%
    
    41.6%
    
    2.6%
    
    6 years2009
    
    7.0%
    
    42.2%
    
    2.2%
    
    7 years2008
    
    4.1%
    
    28.7%
    
    2.8%
    
    5 years
 See Part IV, Item 15: Note 12 of the Notes to Consolidated Financial
Statements in our annual report filed on Form 10-K for the year ended
December 31, 2008, Part IV, Item 15: Note 16 of the Notes to
Consolidated Financial Statements in our annual report filed on Form
10-K for the year ended December 31, 2009, and Part IV, Item 15: Note
15 of the Notes to Consolidated Financial Statements in our annual
report filed on Form 10-K for the year ended December 31, 2010 for
more detailed information regarding these assumptions.(6)
    
    Based on 2008 to 2010 performance, certain Named Executive Officers
received options to purchase shares of our common stock on February
10, 2009, February 11, 2010 and February 2, 2011 either as part of our
annual bonus exchange program or our long-term equity incentive award
program. All long-term incentive award options become exercisable in
three annual installments; a portion of bonus exchange options
representing 100% of the base bonus amount vest immediately or within
a year; and bonus exchange options representing 50% of the base bonus
amount vest in three annual installments. All such options have a term
of not more than 10 years. All option exercise prices are equal to the
fair market value of our common stock on the date of grant.(7)
    
    For performance in 2010, Mr. Moghadam was awarded a bonus of
$1,300,000. In lieu of receiving his 2010 bonus in cash, Mr. Moghadam
received a grant of 167,525 options to purchase shares of our common
stock, which vests within one year, and 83,762 options to purchase
shares of our common stock, which vests over three years. In addition,
Mr. Moghadam received a performance grant of 37,329 restricted shares
of our common stock which vests over four years, and a performance
option to purchase up to 105,670 shares of our common stock, which
vests over three years.For performance in 2009, Mr. Moghadam was awarded a bonus of
$1,200,000. In lieu of receiving his 2009 bonus in cash, Mr. Moghadam
received a grant of 10,331 restricted shares of our common stock,
which vests over three years, a grant of 180,000 options to purchase
shares of our common stock, which vests within one year, and 90,000
options to purchase shares of our common stock, which vests over three
years. In addition, Mr. Moghadam received a performance grant of
67,750 restricted shares of our common stock which vests over four
years, and a performance option to purchase up to 176,991 shares of
our common stock, which vests over three years.For performance in 2008, Mr. Moghadam was awarded a bonus of $570,000.
In lieu of receiving his 2008 bonus entirely in cash, Mr. Moghadam
received $170,359 in cash, a grant of 6,567 restricted shares of our
common stock, which vests over three years, a grant of 100,000 options
to purchase shares of our common stock, which vested immediately, and
50,000 options to purchase shares of our common stock, which vests
over three years. In addition, Mr. Moghadam received a performance
grant of 47,100 restricted shares of our common stock which vests over
four years, and a performance option to purchase up to 237,341 shares
of our common stock, which vests over three years.(8)
    
    The Named Executive Officers received reimbursements during each
fiscal year for parking, financial planning services, life insurance
premiums and the payment of taxes with respect to financial planning
services, which is reflected in this column, as follows:
 FinancialFiscal Year
    
    Planning
    
    
    
    
    
    Tax Gross-
    
    Life Insurance
    
    401(k)Executive
    
    Earned
    
    Services ($)
    
    Parking ($)
    
    Up ($)
    
    Premium ($)
    
    Match ($)Hamid R. Moghadam
    
    
    2010
    
    
    
    41,650
    
    
    
    5,040
    
    
    
    24,127
    
    
    
    374
    
    
    
    7,3502009
    
    
    
    39,550
    
    
    
    5,040
    
    
    
    22,911
    
    
    
    576
    
    
    
    7,3502008
    
    
    
    37,500
    
    
    
    5,160
    
    
    
    20,866
    
    
    
    576
    
    
    
    Thomas S. Olinger
    
    
    2010
    
    
    
    9,015
    
    
    
    2,160
    
    
    
    5,222
    
    
    
    374
    
    
    
    7,3502009
    
    
    
    8,665
    
    
    
    2,160
    
    
    
    5,020
    
    
    
    576
    
    
    
    7,3502008
    
    
    
    8,111
    
    
    
    5,160
    
    
    
    4,513
    
    
    
    576
    
    
    
    6,900Guy F. Jaquier
    
    
    2010
    
    
    
    9,015
    
    
    
    2,160
    
    
    
    5,222
    
    
    
    374
    
    
    
    7,3502009
    
    
    
    8,665
    
    
    
    2,160
    
    
    
    5,020
    
    
    
    576
    
    
    
    7,3502008
    
    
    
    8,330
    
    
    
    2,160
    
    
    
    4,635
    
    
    
    576
    
    
    
    6,900Eugene F. Reilly
    
    
    2010
    
    
    
    2,255
    
    
    
    3,480
    
    
    
    1,049
    
    
    
    374
    
    
    
    7,3502009
    
    
    
    8,330
    
    
    
    3,480
    
    
    
    3,051
    
    
    
    576
    
    
    
    7,3502008
    
    
    
    
    
    
    
    3,415
    
    
    
    
    
    
    
    576
    
    
    
    6,900
 In addition, dividends paid on unvested restricted stock for each
Named Executive Officer paid in 2010, 2009 and 2008 are
 17




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##### Table of Contents



reflected in this column. See footnote (4) above for details on individual amounts
paid. The spouses of certain of the Named Executive Officers
accompanied such executive officers to certain business functions and
events during the year; however, travel expenses for the spouses were
not paid by the company except for miscellaneous incidental expenses.
The incremental cost to the company for the costs of such incidental
expenses was less than $10,000 per each executive officer; therefore,
such amounts are not reflected in this column.(9)
    
    For performance in 2010, Mr. Olinger was awarded a bonus of $530,000.
In addition, Mr. Olinger received a performance grant of 18,209
restricted shares of our common stock which vests over four years.For performance in 2009, Mr. Olinger was awarded a bonus of $383,000.
In addition, Mr. Olinger received a performance grant of 33,401
restricted shares of our common stock which vests over four years,
and a performance option to purchase up to 23,097 shares of our
common stock, which vests over three years.For performance in 2008, Mr. Olinger was awarded a bonus of $325,000.
In addition, Mr. Olinger received a performance grant of 16,959
restricted shares of our common stock which vests over four years,
and a performance option to purchase up to 56,603 shares of our
common stock, which vests over three years.(10)
    
    For performance in 2010, Mr. Jaquier was awarded a bonus of $579,000.
In addition, Mr. Jaquier received a performance grant of 29,135
restricted shares of our common stock, which vests over four years,
and a performance option to purchase up to 30,927 shares of our
common stock, which vests over three years.For performance in 2009, Mr. Jaquier was awarded a bonus of $486,000.
In addition, Mr. Jaquier received a performance grant of 43,360
restricted shares of our common stock, which vests over four years,
and a performance option to purchase up to 113,274 shares of our
common stock, which vests over three years.For performance in 2008, Mr. Jaquier was awarded a bonus of $400,000.
In lieu of receiving his 2008 bonus entirely in cash, Mr. Jaquier
received $272,800 in cash and a grant of options to purchase 40,000
shares of our common stock, which vested immediately and a grant of
options to purchase 20,000 shares of our common stock, which vest
over three years. In addition, Mr. Jaquier received a performance
grant of 29,836 restricted shares of our common stock, which vests
over four years, and a performance option to purchase up to 149,371
shares of our common stock, which vests over three years.(11)
    
    For performance in 2010, Mr. Reilly was awarded a bonus of $632,000.
In addition, Mr. Reilly received a performance grant of 36,418
restricted shares of our common stock, which vests over four years.For performance in 2009, Mr. Reilly was awarded a bonus of $530,000.
In addition, Mr. Reilly received a performance grant of 72,267
restricted shares of our common stock, which vests over four years.For performance in 2008, Mr. Reilly was awarded a bonus of $400,000.
In lieu of receiving his 2008 bonus in cash, Mr. Reilly received
$272,800 in cash and a grant of options to purchase 40,000 shares of
our common stock, which vested immediately, and a grant of options to
purchase 20,000 shares of our common stock, which vest over three
years. In addition, Mr. Reilly received a performance grant of 29,836
restricted shares of our common stock, which vests over four years,
and a performance option to purchase up to 149,371 shares of our
common stock, which vests over three years.
 Grants of Plan-Based Awards
   18




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##### Table of Contents



All OtherOptionAwards:All Other Stock
    
    
    Number of
    
    
    
    
    
    
    Grant Date FairAwards: Number of
    
    
    Securities
    
    
    Exercise or Base
    
    
    Value of StockShares of Stock or
    
    
    Underlying
    
    
    Price of Option
    
    
    and OptionName
    
    Grant Date
    
    
    Units (#)
    
    
    Options (#)
    
    
    Awards ($/Sh)
    
    
    Awards (#)(5)Hamid R. Moghadam
    
    
    2/11/2010
    
    
    
    
    
    
    
    176,991
    (3)
    
    
    22.14
    
    
    
    1,001,2382/11/2010
    
    
    
    
    
    
    
    180,000
    (4)
    
    
    22.14
    
    
    
    1,018,2602/11/2010
    
    
    
    
    
    
    
    90,000
    (3)
    
    
    22.14
    
    
    
    509,1302/11/2010
    
    
    
    10,331
    (2)
    
    
    
    
    
    
    22.14
    
    
    
    228,7282/11/2010
    
    
    
    67,750
    (1)
    
    
    
    
    
    
    22.14
    
    
    
    1,499,985Thomas S. Olinger
    
    
    2/11/2010
    
    
    
    
    
    
    
    23,097
    (3)
    
    
    22.14
    
    
    
    130,6602/11/2010
    
    
    
    33,401
    (1)
    
    
    
    
    
    
    22.14
    
    
    
    739,498Guy F. Jaquier
    
    
    2/11/2010
    
    
    
    
    
    
    
    113,274
    (3)
    
    
    22.14
    
    
    
    640,7912/11/2010
    
    
    
    43,360
    (1)
    
    
    
    
    
    
    22.14
    
    
    
    959,990Eugene F. Reilly
    
    
    2/11/2010
    
    
    
    72,267
    (1)
    
    
    
    
    
    
    22.14
    
    
    
    1,599,991
 
 (1)
    
    All shares of restricted stock granted to Named
Executive Officers with respect to 2009 performance
were granted on February 11, 2010 and vest in four
equal annual installments (rounded to the nearest
whole share of common stock) on February 1, 2011,
2012, 2013 and 2014. All dividends paid on unvested
shares of restricted stock are paid at the same rate
as paid to all stockholders and are not preferential.(2)
    
    All shares of restricted stock granted to Named
Executive Officers with respect to 2009 performance
were granted on February 11, 2010 and vest in three
annual installments (rounded to the nearest whole
share of common stock) on February 1, 2011, 2012, and
2013; 40% in each of the first two years, and 20% in
the third year. All dividends paid on unvested shares
of restricted stock are paid at the same rate as paid
to all stockholders and are not preferential.(3)
    
    All options granted to Named Executive Officers with
respect to 2009 performance were granted on February
11, 2010 and become exercisable in three equal annual
installments (rounded to the nearest whole share of
our common stock) on February 1, 2011, 2012, and 2013.(4)
    
    All options granted with respect to 2009 performance granted in 2010
to Named Executive Officers vest in quarterly installments over 1 year
and have a term of not more than ten years. The option exercise price
is equal to the fair market value of the common stock on the date of
grant.(5)
    
    The total number of shares of common stock underlying such options
used in such calculation is as of February 11, 2010, the grant date of
the annual options relating to 2009 performance. These amounts are the
full grant date fair value of the awards determined in accordance with
ASC Topic 718, excluding the value of forfeitures. Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    
    Unearned
    
    
    UnearnedNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Shares or
    
    
    Shares,
    
    
    Shares,Securities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Units of
    
    
    Units or
    
    
    Units orUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Stock That
    
    
    Other
    
    
    OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock that
    
    
    Have Not
    
    
    Rights That
    
    
    Rights ThatGrant
    
    
    Options (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Vested
    
    
    Have Not
    
    
    Have NotDate
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    Vested (#)
    
    
    ($)(1)
    
    
    Vested (#)
    
    
    Vested ($)Hamid R. Moghadam
    
    
    05/22/01
    
    
    
    152,672
    (2)
    
    
    
    
    
    
    
    
    
    
    24.69
    
    
    
    05/22/1102/26/02
    
    
    
    83,805
    (3)
    
    
    
    
    
    
    
    
    
    
    26.29
    
    
    
    02/26/1202/26/02
    
    
    
    41,903
    (2)
    
    
    
    
    
    
    
    
    
    
    26.29
    
    
    
    02/26/1202/26/02
    
    
    
    228,902
    (2)
    
    
    
    
    
    
    
    
    
    
    26.29
    
    
    
    02/26/1202/13/03
    
    
    
    296,296
    (3)
    
    
    
    
    
    
    
    
    
    
    27.12
    
    
    
    02/13/1302/13/03
    
    
    
    103,704
    (2)
    
    
    
    
    
    
    
    
    
    
    27.12
    
    
    
    02/13/1302/13/03
    
    
    
    285,490
    (2)
    
    
    
    
    
    
    
    
    
    
    27.12
    
    
    
    02/13/1301/27/04
    
    
    
    152,912
    (2)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1401/27/04
    
    
    
    120,131
    (3)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1401/27/04
    
    
    
    42,045
    (2)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1402/07/05
    
    
    
    142,718
    (2)
    
    
    
    
    
    
    
    
    
    
    38.56
    
    
    
    02/07/1502/10/09
    
    
    
    79,114
    (6)
    
    
    158,227
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/10/09
    
    
    
    100,000
    (3)
    
    
    
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/10/09
    
    
    
    16,667
    (6)
    
    
    33,333
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/11/10
    
    
    
    
    
    
    
    176,991
    (6)
    
    
    
    
    
    
    22.41
    
    
    
    02/11/2002/11/10
    
    
    
    
    
    
    
    90,000
    (6)
    
    
    
    
    
    
    22.41
    
    
    
    02/11/2002/11/10
    
    
    
    135,000
    (9)
    
    
    45,000
    
    
    
    
    
    
    
    22.41
    
    
    
    02/11/2002/06/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,326
    (4)
    
    
    390,85702/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,464
    (7)
    
    
    395,23302/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,408
    (5)
    
    
    266,61802/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,096
    (8)
    
    
    954,34402/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,940
    (8)
    
    
    124,93702/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,332
    (8)
    
    
    1,120,37802/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,750
    (8)
    
    
    2,148,35302/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,331
    (9)
    
    
    327,596Totals
    
    
    
    
    
    
    1,981,359
    
    
    
    503,551
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,647
    
    
    
    5,728,316
    
    
    
    
    
    
    
    
 19




---



##### Table of Contents



Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    
    Unearned
    
    
    UnearnedNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Shares or
    
    
    Shares,
    
    
    Shares,Securities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Units of
    
    
    Units or
    
    
    Units orUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Stock That
    
    
    Other
    
    
    OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock that
    
    
    Have Not
    
    
    Rights That
    
    
    Rights ThatGrant
    
    
    Options (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Vested
    
    
    Have Not
    
    
    Have NotDate
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    Vested (#)
    
    
    ($)(1)
    
    
    Vested (#)
    
    
    Vested ($)Thomas S. Olinger
    
    
    02/21/08
    
    
    
    13,950
    (6)
    
    
    6,975
    
    
    
    
    
    
    
    48.76
    
    
    
    02/21/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    02/10/09
    
    
    
    18,868
    (6)
    
    
    37,735
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/11/10
    
    
    
    
    
    
    
    23,097
    (6)
    
    
    
    
    
    
    22.41
    
    
    
    02/11/2003/01/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    (7)
    
    
    126,84002/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    820
    (5)
    
    
    26,00202/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,818
    (8)
    
    
    184,48902/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,719
    (8)
    
    
    403,31902/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,401
    (8)
    
    
    1,059,146Totals
    
    
    
    
    
    
    32,818
    
    
    
    67,807
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,758
    
    
    
    1,799,796
    
    
    
    
    
    
    
    Guy F. Jaquier
    
    
    02/26/02
    
    
    
    79,480
    (2)
    
    
    
    
    
    
    
    
    
    
    26.29
    
    
    
    02/26/1202/13/03
    
    
    
    10,739
    (3)
    
    
    
    
    
    
    
    
    
    
    27.12
    
    
    
    02/13/1302/13/03
    
    
    
    3,758
    (2)
    
    
    
    
    
    
    
    
    
    
    27.12
    
    
    
    02/13/1302/13/03
    
    
    
    107,843
    (2)
    
    
    
    
    
    
    
    
    
    
    27.12
    
    
    
    02/13/1301/27/04
    
    
    
    58,252
    (2)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1401/27/04
    
    
    
    15,777
    (3)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1401/27/04
    
    
    
    5,521
    (2)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1402/07/05
    
    
    
    75,242
    (2)
    
    
    
    
    
    
    
    
    
    
    38.56
    
    
    
    02/07/1502/06/06
    
    
    
    36,809
    (2)
    
    
    
    
    
    
    
    
    
    
    51.92
    
    
    
    02/06/1602/15/07
    
    
    
    14,705
    (6)
    
    
    
    
    
    
    
    
    
    
    64.18
    
    
    
    02/15/1702/21/08
    
    
    
    25,774
    (6)
    
    
    12,887
    
    
    
    
    
    
    
    48.76
    
    
    
    02/15/1802/10/09
    
    
    
    40,000
    (3)
    
    
    
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/10/09
    
    
    
    6,667
    (6)
    
    
    13,333
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/10/09
    
    
    
    49,791
    (6)
    
    
    99,580
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/0902/11/10
    
    
    
    
    
    
    
    113,274
    (6)
    
    
    
    
    
    
    22.14
    
    
    
    02/11/2002/06/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,697
    (4)
    
    
    117,23202/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,362
    (7)
    
    
    138,31902/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,335
    (8)
    
    
    454,56302/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,102
    (5)
    
    
    34,94402/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,377
    (8)
    
    
    709,57502/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,360
    (8)
    
    
    1,374,946Totals
    
    
    
    
    
    
    530,358
    
    
    
    239,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,233
    
    
    
    2,829,579
    
    
    
    
    
    
    
    Eugene F. Reilly
    
    
    01/27/04
    
    
    
    8,737
    (2)
    
    
    
    
    
    
    
    
    
    
    35.26
    
    
    
    01/27/1402/10/09
    
    
    
    49,791
    (6)
    
    
    99,580
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/10/09
    
    
    
    40,000
    (3)
    
    
    
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/10/09
    
    
    
    6,667
    (6)
    
    
    13,333
    
    
    
    
    
    
    
    15.92
    
    
    
    02/10/1902/06/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,697
    (4)
    
    
    117,23202/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,141
    (7)
    
    
    163,02102/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,918
    (8)
    
    
    568,18002/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,377
    (8)
    
    
    709,57502/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,267
    (8)
    
    
    2,291,587Totals
    
    
    
    
    
    
    105,195
    
    
    
    112,913
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,400
    
    
    
    3,849,595
    
    
    
    
    
    
    
    
 
 (1)
    
    Based on a price per share of our common stock of $31.71, the closing price per share on the New York Stock
Exchange on December 31, 2010.(2)
    
    One-third of the total shares originally granted pursuant to this award vest annually on January 1.(3)
    
    One hundred percent of the shares vested on the date of grant.(4)
    
    One-fifth of the total shares originally granted pursuant to this award vest annually on January 1.(5)
    
    The shares vest over three years on February 1; 40% annually for the first 2 years and 20% in the third year.(6)
    
    One-third of the total shares originally granted pursuant to this award vest annually on February 1.(7)
    
    One-fifth of the total shares originally granted pursuant to this award vest annually on February 1.(8)
    
    One-fourth of the total shares originally granted pursuant to this award vest annually on February 1.(9)
    
    One-fourth of the total shares originally granted pursuant to this award vest quarterly on April 1, July 1,
October 1, and January 1 over 1 year. 20




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##### Table of Contents



Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares
    
    
    
    
    
    
    SharesAcquired on
    
    
    Value Realized
    
    
    Acquired on
    
    
    Value RealizedName
    
    Exercise (#)
    
    
    on Exercise ($)(1)
    
    
    Vesting (#)
    
    
    on Vesting ($)(1)(2)Hamid R. Moghadam
    
    
    422,125
    
    
    
    2,486,316
    
    
    
    75,441
    
    
    
    
    (3)Thomas S. Olinger
    
    
    
    
    
    
    
    
    
    
    10,790
    
    
    
    265,066Guy F. Jaquier
    
    
    
    
    
    
    
    
    
    
    26,386
    
    
    
    
    (4)Eugene F. Reilly
    
    
    
    
    
    
    
    
    
    
    24,840
    
    
    
    615,379
 
 (1)
    
    The value of the vested stock award releases on January 1,
2010 and February 1, 2010 set forth above is based on the closing
sales price of our common stock at $25.37 per share on January 4,
2010 and $24.59 per share on February 1, 2010.(2)
    
    Certain of the values realized on vesting in this column is
zero because the respective executive officer elected to defer
such compensation amount into our nonqualified deferred
compensation plans.(3)
    
    In 2010, Mr. Moghadam deferred receipt of 75,441 shares of
vested stock award releases valued at $1,868,276 by way of the
companys nonqualified deferred compensation program.(4)
    
    In 2010, Mr. Jaquier deferred receipt of 26,386 shares of
vested stock award releases valued at $653,597 by way of the
companys nonqualified deferred compensation program.  Pension Benefits, Nonqualified Deferred Compensation and Post-Termination and
Change-In-Control Agreements
 Pension Benefits
  Nonqualified Deferred Compensation
   Executive
    
    Company
    
    Aggregate
    
    Aggregate
    
    AggregateContributions in
    
    Contributions in
    
    Earnings (Losses)
    
    Withdrawals/
    
    Balance atName
    
    2010 ($)(1)
    
    2010 ($)
    
    in 2010 ($)(2)
    
    Distributions ($)
    
    12/31/10 ($)(1)(3)Hamid R. Moghadam
    
    
    4,354,644
    
    
    
    
    
    
    
    10,693,101
    
    
    
    (5,846,898
    )
    
    
    51,499,369Thomas S. Olinger
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Guy F. Jaquier
    
    
    653,597
    
    
    
    
    
    
    
    835,850
    
    
    
    
    
    
    
    3,733,000Eugene F. Reilly
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    This column includes amounts that were also reported in the Summary Compensation Table as 2010 compensation.(2)
    
    None of the earnings (losses) in this column is included in the Summary Compensation Table because the
earnings (losses) were not preferential or above market.(3)
    
    The aggregate earnings (losses) and balances reported may fluctuate from year to year as a result of
fluctuations in the value of equity compensation deferred due to changes in the value of the companys
stock price, and fluctuations in the value of other investments in the plans. 21




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##### Table of Contents



EMPLOYEE BENEFIT PLANS AND AGREEMENTS
 Third Amended and Restated 1997 Stock Option and Incentive Plan
  22




---



##### Table of Contents



Amended and Restated 2002 Stock Option and Incentive Plan
   401(k) Plan
  Change in Control and Noncompetition Agreements
   23




---



##### Table of Contents



24




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##### Table of Contents



ESTIMATED 2010 VALUE DUE TO DISABILITY, DEATH OR A CHANGE IN CONTROL
 After Change inControl andTermination w/oCause orTermination forUpon Change in
    
    
    GoodName of Executive and Benefits
    
    Death(1)
    
    
    Disability(1)
    
    
    Control(2)(3)
    
    
    Reason(2)(3)(4)(5)Hamid R. MoghadamCash Severance (Salary)
    
    $
    675,000
    
    
    $
    675,000
    
    
    $
    
    
    
    $
    1,350,000Cash Severance (Bonus)
    
    $
    1,300,000
    
    
    $
    1,300,000
    
    
    $
    
    
    
    $
    2,046,667Health and Welfare Benefits (continuation)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,280Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    749Payment in lieu of Matching Contribution
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    14,700280G Tax Gross-Up Payment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,560,803Restricted Stock (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    5,728,316
    
    
    $
    5,728,316Stock Options (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    6,010,486
    
    
    $
    6,010,486Total Estimated Value
    
    $
    1,975,000
    
    
    $
    1,975,000
    
    
    $
    11,738,802
    
    
    $
    17,745,001Thomas S. OlingerCash Severance (Salary)
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    
    
    
    $
    800,000Cash Severance (Bonus)
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    
    
    
    $
    825,333Health and Welfare Benefits (continuation)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,280Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    749Payment in lieu of Matching Contribution
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    14,700280G Tax Gross-Up Payment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    829,060Restricted Stock (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    1,799,796
    
    
    $
    1,799,796Stock Options (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    816,874
    
    
    $
    816,874Total Estimated Value
    
    $
    800,000
    
    
    $
    800,000
    
    
    $
    2,616,670
    
    
    $
    5,119,792Guy F. JaquierCash Severance (Salary)
    
    $
    425,000
    
    
    $
    425,000
    
    
    $
    
    
    
    $
    850,000Cash Severance (Bonus)
    
    $
    531,250
    
    
    $
    531,250
    
    
    $
    
    
    
    $
    976,667Health and Welfare Benefits (continuation)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,280Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    749Payment in lieu of Matching Contribution
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    14,700280G Tax Gross-Up Payment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Restricted Stock (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    2,829,578
    
    
    $
    2,829,578Stock Options (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    2,866,928
    
    
    $
    2,866,928Total Estimated Value
    
    $
    956,250
    
    
    $
    956,250
    
    
    $
    5,696,506
    
    
    $
    7,571,902Eugene F. ReillyCash Severance (Salary)
    
    $
    425,000
    
    
    $
    425,000
    
    
    $
    
    
    
    $
    850,000Cash Severance (Bonus)
    
    $
    531,250
    
    
    $
    531,250
    
    
    $
    
    
    
    $
    1,041,333Health and Welfare Benefits (continuation)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,280Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    749Payment in lieu of Matching Contribution
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    14,700280G Tax Gross-Up Payment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Restricted Stock (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    3,849,594
    
    
    $
    3,849,594Stock Options (vesting accelerated)
    
    $
    
    
    
    $
    
    
    
    $
    1,782,896
    
    
    $
    1,782,896Total Estimated Value
    
    $
    956,250
    
    
    $
    956,250
    
    
    $
    5,632,490
    
    
    $
    7,572,552
 25




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##### Table of Contents



Note: The severance amounts with respect to accelerated vesting of restricted stock and stock
options under the columns Upon Change in Control and After Change in Control and Termination
will be paid only once. These amounts may differ based on amendments and modifications to our
change in control agreements in connection with a specific change in control event, and in such a
case, those payments, along with any changes in 280G Tax Gross-Up Payments, may be disclosed in a
special proxy and registration statement specifically related to the change in control event as
required.(1)
    
    These amounts are based on the executives December 31, 2010 salary rate and 2010 annual bonus earned in 2011.(2)
    
    Estimated severance benefits due to change in control assumes that unvested equity grants as of December 31, 2010
would vest. Stock option amounts are based on the spread between the option exercise prices and $31.71 per share of
unvested options. The value of unvested restricted shares is based on $31.71 per share.(3)
    
    Estimated tax gross up is based on the 20% excise tax, grossed up for taxes (assuming the highest applicable tax
bracket), on the amount of severance and other benefits that exceed the 280G limit; present value calculated using
120% of the semiannual Applicable Federal Rates for December 2010.(4)
    
    Amounts based on December 31, 2010 salary rate and average of 2010, 2009 and 2008 bonuses paid in 2011, 2010 and 2009.(5)
    
    Health and welfare benefits and life insurance premium coverage continued for 24 months.  Compensation of Directors
  Director Compensation Table
 Fees Earned or
    
    
    Stock
    
    
    Option
    
    
    All OtherPaid in Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)(1)(2)(3)
    
    
    ($)(1)(3)(4)
    
    
    ($)(5)
    
    
    ($)T. Robert Burke
    
    
    35,000
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    165,045David A. Cole
    
    
    40,000
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    170,045Lydia H. Kennard
    
    
    38,000
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    168,045J. Michael Losh
    
    
    49,500
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    179,545Frederick W. Reid
    
    
    30,000
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    160,045Jeffrey L. Skelton
    
    
    52,500
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    182,545Thomas W. Tusher
    
    
    30,000
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    160,045Carl B. Webb
    
    
    37,500
    
    
    
    77,986
    
    
    
    52,059
    
    
    
    
    
    
    
    167,545
 
 (1)
    
    These amounts are the full grant date fair value of the awards determined in
accordance with ASC Topic 718, excluding the value of forfeitures.(2)
    
    As of December 31, 2010, our non-employee directors held the following number of
shares of our unvested restricted stock and options to purchase shares of our common
stock: 26




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##### Table of Contents



Number of Shares of AMB Unvested
    
    
    Number of Options to Purchase AMBRestricted Stock Held as of
    
    
    Common Stock Held as ofDecember 31,
    
    
    December 31,Director
    
    2010
    
    
    2010T. Robert Burke
    
    
    2,934
    
    
    
    91,561David A. Cole
    
    
    2,934
    
    
    
    74,020Lydia H. Kennard
    
    
    2,934
    
    
    
    63,375J. Michael Losh
    
    
    2,934
    
    
    
    94,220Frederick W. Reid
    
    
    2,934
    
    
    
    26,142Jeffrey L. Skelton
    
    
    2,934
    
    
    
    107,842Thomas W. Tusher
    
    
    2,934
    
    
    
    86,832Carl B. Webb
    
    
    2,934
    
    
    
    41,142
 All of our restricted stock and option grants to our non-employee
directors vest annually on the date of the next annual meeting
assuming continued service. In addition, certain directors have
elected to defer all or a portion of their restricted stock into our
nonqualified deferred compensation plan as of the vesting date.(3)
    
    The fair value of option grant expense reported in the Director
Compensation Table was estimated using the Black-Scholes option
pricing model with the following assumptions used for grants made in
2010: Dividend
    
    
    Expected
    
    
    Risk-Free
    
    
    ExpectedGrant Year
    
    Yield
    
    
    Volatility
    
    
    Interest Rates
    
    
    LifeMay 2010
    
    
    4.21
    %
    
    
    41.84
    %
    
    
    2.65
    %
    
    7 years
 See Part IV, Item 15: Note 15 of the Notes to Consolidated Financial
Statements in our annual report filed on Form 10-K for the year ended
December 31, 2010 for more detailed information regarding these
assumptions.(4)
    
    Dividends were paid on the unvested shares of restricted stock granted
to our directors, executive officers and other employees. The value of
the dividends is not included in this column because the amounts are
factored into the grant date fair value of the award. For 2010, the
annual dividend rate was $1.12 per share and was not preferential.
During 2010, each of the directors earned the following dividend
amounts on their unvested shares of restricted stock: 2010 DividendsPaid onUnvested Shares ofDirector
    
    Restricted StockT. Robert Burke
    
    $
    3,698David A. Cole
    
    $
    3,698Lydia H. Kennard
    
    $
    3,698J. Michael Losh
    
    $
    3,698Frederick W. Reid
    
    $
    3,698Jeffrey L. Skelton
    
    $
    3,698Thomas W. Tusher
    
    $
    3,698Carl B. Webb
    
    $
    3,698
 (5)
    
    The spouses of certain of the directors accompanied such directors to
certain business functions and events during the year; however, travel
expenses for the spouses were not paid by the company except for
miscellaneous incidental expenses. The incremental cost to the company
for the costs of such incidental travel and entertainment expenses was
less than $10,000 per director; therefore, such amounts are not
reflected in this column. Director Compensation Philosophy
  27




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##### Table of Contents



Cash Retainers for Non-Employee Directors
   January 1, 2010  December 31, 2010Quarterly Retainer for Board:
    
    $
    7,500Quarterly Retainer for Audit Committee:
    
    $
    1,875Quarterly Retainer for Lead Director:
    
    $
    3,750Quarterly Retainer for Committee Chairs: Audit Committee
    
    $
    3,000 Compensation Committee
    
    $
    2,500 Nominating and Governance Committee
    
    $
    2,000 Executive Committee
    
    $
    1,250
  Director Equity Compensation
    Compensation Policies and Practices and Risk Management
  28




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##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   COMPENSATION COMMITTEE REPORT
 Review of Compensation Discussion and Analysis
  Respectfully,David A. Cole, ChairFrederick W. Reid
Thomas W. Tusher 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Equity Compensation Plan Information
  Number of
    
    
    
    
    
    Number of SecuritiesSecurities to be
    
    
    
    
    
    Remaining AvailableIssued Upon
    
    Weighted-Average
    
    for Future IssuanceExercise of
    
    Exercise Price of
    
    Under EquityOutstanding
    
    Outstanding
    
    Compensation PlansPlan Category
    
    Options (#)
    
    Options ($)
    
    (#)Equity compensation plans approved by security holders
    
    
    8,694,938
    
    
    
    30.02
    
    
    
    4,014,453Equity compensation plans not approved by security holders
    
    None
    
    
    N/A
    
    
    
    N/A
 29




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##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Percentage ofNumber of Shares of
    
    
    
    
    
    
    Percentage of
    
    
    OutstandingCommon Stock and
    
    
    Number of Options
    
    
    Outstanding
    
    
    Shares ofUnits Beneficially
    
    
    Exercisable Within
    
    
    Shares of
    
    
    Common StockName of Beneficial Owner(1)
    
    Owned(2)
    
    
    60 Days
    
    
    Common Stock(3)
    
    
    and Units(4)Hamid R. Moghadam(5)
    
    
    3,682,404
    
    
    
    2,211,137
    
    
    
    3.5
    
    
    
    3.4Thomas S. Olinger
    
    
    70,532
    
    
    
    66,360
    
    
    
    0.1
    
    
    
    0.1Guy Jaquier(6)
    
    
    198,005
    
    
    
    637,460
    
    
    
    0.5
    
    
    
    0.5Eugene F. Reilly
    
    
    171,813
    
    
    
    161,652
    
    
    
    0.2
    
    
    
    0.2T. Robert Burke(7)
    
    
    453,969
    
    
    
    84,799
    
    
    
    0.3
    
    
    
    0.3David A. Cole(8)
    
    
    45,282
    
    
    
    67,258
    
    
    
    0.1
    
    
    
    0.1Lydia H. Kennard(9)
    
    
    14,068
    
    
    
    56,613
    
    
    
    *
    
    
    
    *J. Michael Losh(10)
    
    
    21,721
    
    
    
    87,458
    
    
    
    0.1
    
    
    
    0.1Frederick W. Reid
    
    
    16,426
    
    
    
    19,380
    
    
    
    *
    
    
    
    *Jeffrey L. Skelton, Ph.D.
    
    
    25,359
    
    
    
    101,080
    
    
    
    0.1
    
    
    
    0.1Thomas W. Tusher(11)
    
    
    43,646
    
    
    
    80,070
    
    
    
    0.1
    
    
    
    0.1Carl B. Webb
    
    
    20,847
    
    
    
    34,380
    
    
    
    *
    
    
    
    *All Directors and Named
Executive Officers as a group
(12 persons)(12)
    
    
    4,764,072
    
    
    
    3,607,647
    
    
    
    5.0
    
    
    
    4.9The Vanguard Group, Inc.(13)
    
    
    15,233,934
    
    
    
    
    
    
    
    9.0
    
    
    
    8.9BlackRock Inc.(14)
    
    
    14,444,402
    
    
    
    
    
    
    
    8.6
    
    
    
    8.4Stichting Pensioenfonds ABP(15)
    
    
    8,673,229
    
    
    
    
    
    
    
    5.1
    
    
    
    5.0Vanguard Specialized Funds 
Vanguard REIT Index Fund(16)
    
    
    8,898,046
    
    
    
    
    
    
    
    5.3
    
    
    
    5.2
 
 *
    
    Represents less than 0.1% of the outstanding shares of common stock and limited partnership units, based on
168,736,081 shares of common stock and 3,041,743 limited partnership units outstanding as of December 31, 2010.(1)
    
    Unless otherwise indicated, the address for each of the persons listed is c/o AMB Property Corporation, Pier 1,
Bay 1, San Francisco, California, 94111.(2)
    
    Includes the number of shares of common stock and limited partnership units beneficially owned by the person,
excluding options for the purchase of shares of common stock exercisable within 60 days of December 31, 2010.(3)
    
    The percentage of shares of common stock beneficially owned by a person assumes that all the limited partnership
units held by a person are exchanged for shares of common stock, that none of the limited partnership units held
by other persons are so exchanged, that all options for the purchase of shares of common stock exercisable
within 60 days of December 31, 2010 held by the person are exercised in full and that no options for the
purchase of shares of common stock held by other persons are exercised.(4)
    
    The percentage of shares of common stock and units beneficially owned by a person assumes that all the limited
partnership units held by a person are exchanged for shares of common stock, that all of the limited partnership
units held by other persons are so exchanged, that all options for the purchase of shares of common stock
exercisable within 60 days of December 31, 2010 held by the person are exercised in full and that no options for
the purchase of shares of common stock held by other persons are exercised.(5)
    
    Includes 388,126 limited partnership units, which are exchangeable for the same number of shares of common
stock. With respect to 3,294,278 shares, Mr. Moghadam shares voting and investment power with his spouse with
respect to 1,522,108 shares, 131,776 shares are indirectly held through a trust, and 1,401,206 shares are held
through a rabbi trust pursuant to our deferred compensation plans, for which the trustee holds all voting power.(6)
    
    With respect to 198,005 shares, 63,025 shares are held as co-trustee through a family trust, 1,000 shares are
indirectly held through custodial accounts for his children and 102,772 shares are held through a rabbi trust
pursuant to our deferred compensation plans, for which the trustee holds all voting power. 30




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##### Table of Contents



(7)
    
    Includes 235,506 limited partnership units, which are exchangeable for the same number of shares of common
stock. With respect to 218,463 shares, 60,000 shares are held in custodial accounts for his children, and 10,294
shares are held through a rabbi trust pursuant to our deferred compensation plans, for which the trustee holds
all voting power.(8)
    
    With respect to 45,282 shares, 10,295 shares are held through a rabbi trust pursuant to our deferred
compensation plans, for which the trustee holds all voting power.(9)
    
    With respect to 14,068 shares, 9,634 shares are held through a rabbi trust pursuant to our deferred compensation
plans, for which the trustee holds all voting power.(10)
    
    With respect to 21,721 shares, 11,787 shares are held through a rabbi trust pursuant to our deferred
compensation plans, for which the trustee holds all voting power. An additional 4,000 shares of common stock are
held through custodial accounts for his children.(11)
    
    With respect to 43,646 shares, 13,733 shares are held through a rabbi trust pursuant to our deferred
compensation plans, for which the trustee holds all voting power.(12)
    
    Includes 623,632 limited partnership units, which are exchangeable for the same number of shares of common stock.(13)
    
    Based upon information contained in a Schedule 13G/A, which was filed with the U.S. Securities and Exchange
Commission on February 10, 2011. Vanguard Fiduciary Trust Company (VFTC), a wholly owned subsidiary of The
Vanguard Group, is the beneficial owner of 112,653 shares as a result of its serving as investment manager of
collective trust accounts. VFTC directs the voting of these shares. The address of The Vanguard Group is 100
Vanguard Blvd., Malvern, PA 19355.(14)
    
    Based upon information contained in a Schedule 13G/A, which was filed with the U.S. Securities and Exchange
Commission on February 3, 2010. The Schedule 13G was filed by BlackRock Inc. (collectively, BlackRock).
BlackRock has sole voting and dispositive power with respect to all such shares. The address of BlackRock Inc.
is 40 East 52nd Street, New York, NY 10022.(15)
    
    Based upon information contained in a Schedule 13G, which was filed with the U.S. Securities and Exchange
Commission on February 14, 2011. Stichting Pensioenfonds ABP (and its affiliated APG Asset Management US Inc.)
has sole voting and dispositive power with respect to all such shares. The address of Stichting Pensioenfonds
ABP is Oude Lindestraat 70, Postbus 2889, 6401 DL Heerlen, The Netherlands. The address of APG Asset Management
US Inc. is 66 Third Avenue, New York, NY 10017.(16)
    
    Based upon information contained in a Schedule 13G, which was filed with the U.S. Securities and Exchange
Commission on February 10, 2011. Vanguard Specialized Funds  Vanguard REIT Index Fund has sole voting and
dispositive power with respect to all such shares. The address of Vanguard Specialized Funds  Vanguard REIT
Index Fund is 100 Vanguard Blvd., Malvern, PA 19355. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
    31




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
 Fees Paid to Our Independent Registered Public Accounting Firm
  Fiscal 2010
    
    
    Fiscal 2009Audit Fees(1)
    
    $
    2,772,440
    
    
    $
    2,892,150Audit-Related Fees(2)
    
    
    
    
    
    
    Tax Fees (3)
    
    
    1,345,560
    
    
    
    1,058,852All Other Fees(4)
    
    
    2,000
    
    
    
    2,000Total Fees
    
    $
    4,120,000
    
    
    $
    3,953,002
 
 (1)
    
    Audit Fees include amounts related to professional services rendered
in connection with the audits of our annual financial statements and
those of our subsidiaries, the reviews of our quarterly financial
statements, the audit of our internal control over financial reporting
and other services that are normally provided by the auditor in
connection with statutory and regulatory filings or engagements.(2)
    
    Audit-Related Fees include amounts for assurance and related services
that are reasonably related to the performance of the audit or review
of our financial statements but are not reported under Audit Fees.(3)
    
    These Tax Fees include amounts for professional services rendered in
connection with tax compliance and preparation. These amounts
primarily related to the preparation of tax returns, tax refund
claims, tax payment planning, REIT tax compliance, financial statement
tax provision work (including evaluation of uncertain tax positions),
sales and use tax examinations, compliance with other U.S. federal and
state, foreign and local tax regulations, and tax advisory, planning
and consulting services.(4)
    
    All Other Fees include amounts related to technical research tools. 32




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##### Table of Contents



PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 Exhibits:
  ExhibitNumber
    
    Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications dated March 10, 2011 for AMB Property Corporation.31.2
    
    Rule 13a-14(a)/15d-14(a) Certifications dated March 10, 2011 for AMB Property, L.P.32.1
    
    18 U.S.C. § 1350 Certifications dated March 10, 2011 for AMB Property Corporation. The
certifications in this exhibit are being furnished solely to accompany this report
pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference
into any of the parent companys filings, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.32.2
    
    18 U.S.C. § 1350 Certifications dated March 10, 2011 for AMB Property, L.P. The
certifications in this exhibit are being furnished solely to accompany this report
pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference
into any of the operating partnerships filings, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
 33




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##### Table of Contents



SIGNATURES
  AMB PROPERTY CORPORATIONBy:
    /s/ HAMID R. MOGHADAMHamid R. MoghadamChairman of the Board and
Chief Executive Officer Date:
March 10, 2011
  Name
    
    Title
    
    Date/s/ HAMID R. MOGHADAM
    
    Chairman of the Board and Chief
    
    March 10, 2011Hamid R. Moghadam
    
    Executive Officer
(Principal Executive Officer)/s/ T. ROBERT BURKE
    
    Director
    
    March 10, 2011T. Robert Burke/s/ DAVID A. COLE
    
    Director
    
    March 10, 2011David A. Cole/s/ LYDIA H. KENNARD
    
    Director
    
    March 10, 2011Lydia H. Kennard/s/ J. MICHAEL LOSH
    
    Director
    
    March 10, 2011J. Michael Losh/s/ FREDERICK W. REID
    
    Director
    
    March 10, 2011Frederick W. Reid/s/ JEFFREY L. SKELTON
    
    Director
    
    March 10, 2011Jeffrey L. Skelton/s/ THOMAS W. TUSHER
    
    Director
    
    March 10, 2011Thomas W. Tusher/s/ CARL B. WEBB
    
    Director
    
    March 10, 2011Carl B. Webb
 34




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##### Table of Contents



Name
    
    Title
    
    Date/s/ THOMAS S. OLINGER
    
    Chief Financial Officer
    
    March 10, 2011Thomas S. Olinger
    
    (Duly Authorized Officer and Principal
Financial Officer)/s/ NINA A. TRAN
    
    Chief Accounting Officer and
    
    March 10, 2011Nina A. Tran
    
    Senior Vice President
(Duly Authorized Officer and Principal
Accounting Officer)
 35




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##### Table of Contents



SIGNATURES
  AMB PROPERTY, L.P., REGISTRANTBy:
    AMB Property Corporation,its general partner By:
    /s/ HAMID R. MOGHADAMHamid R. MoghadamChairman of the Board and
Chief Executive Officer Date: March 10, 2011
  Name
    
    Title
    
    Date/s/ HAMID R. MOGHADAM
    
    Chairman of the Board
    
    March 10, 2011Hamid R. Moghadam
    
    and Chief Executive Officer
(Principal Executive Officer)/s/ T. ROBERT BURKE
    
    Director
    
    March 10, 2011T. Robert Burke/s/ DAVID A. COLE
    
    Director
    
    March 10, 2011David A. Cole/s/ LYDIA H. KENNARD
    
    Director
    
    March 10, 2011Lydia H. Kennard/s/ J. MICHAEL LOSH
    
    Director
    
    March 10, 2011J. Michael Losh/s/ FREDERICK W. REID
    
    Director
    
    March 10, 2011Frederick W. Reid/s/ JEFFREY L. SKELTON
    
    Director
    
    March 10, 2011Jeffrey L. Skelton/s/ THOMAS W. TUSHER
    
    Director
    
    March 10, 2011Thomas W. Tusher
 36




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##### Table of Contents



Name
    
    Title
    
    Date/s/ CARL B. WEBB
    
    Director
    
    March 10, 2011Carl B. Webb/s/ THOMAS S. OLINGER

Thomas S. Olinger
    
    Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
    
    March 10, 2011/s/ NINA A. TRAN
    
    Chief Accounting Officer and
    
    March 10, 2011Nina A. Tran
    
    Senior Vice President(Duly Authorized Officer and Principal Accounting Officer)
 37