Amendment No. 2 to Employment Agreement between Nelson C. Rising and Catellus


 Exhibit 10.35 
  
 AMENDMENT NUMBER 2 
 TO 
 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
  
 THIS AMENDMENT NUMBER 2 TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and
entered into effective as of December 1, 2004, by and among Nelson C. Rising (the “Executive”) and Catellus Development Corporation, a Delaware corporation (“Catellus”), Catellus Operating Limited Partnership, a
Delaware limited partnership (“Operating Partnership”), and Catellus Commercial Development Corporation, a Delaware corporation (“CCDC”); 
  
 WITNESSETH THAT: 
  
 WHEREAS, Catellus, Operating Partnership, CCDC and the Executive are parties to that certain Third Amended and Restated Employment Agreement dated
as of December 24, 2001, as amended by Amendment Number 1 thereto dated as of January 1, 2004 (the “Employment Agreement”) 
  
 WHEREAS, Catellus, the Operating Partnership, CCDC and the Executive desire to amend the Employment Agreement to extend the Agreement Term to
January 1, 2008 and to make certain other modifications. 
  
 NOW, THEREFORE, in consideration of the mutual agreements set forth below, Catellus, Operating Partnership, CCDC and Executive hereby agree that the Employment Agreement is amended as follows: 
  
 1. Agreement Term. Paragraph 1(g) is amended by changing the date
“December 31, 2006” to “January 1, 2008”. 
  
 2. Transition Period. A new Paragraph 1(i) is added to read as follows: 
  
 “(i) Transition Period. The Executive and the Company agree that, notwithstanding anything to the contrary in this Agreement, during the period from January 1, 2006 through January 1, 2008, the Board may
require the Executive to transfer to another person or persons duties that are normally associated with the position, authority or responsibilities of the position of Chief Executive Officer and that, during the period from July 1, 2007 through
January 1, 2008, the Board may require the Executive to relinquish the title of Chief Executive Officer of Catellus, in order to facilitate the transition to a new Chief Executive Officer and that these actions shall not constitute a breach of the
Company’s obligations nor a ‘Constructive Discharge’ under this Agreement; provided that, (1) the compensation to which Executive is entitled under paragraph 2 of this Agreement shall not be reduced, and (2) this paragraph 1(i) shall
not reduce any amount to which the Executive would otherwise be entitled under paragraph 10 of this Agreement relating to ‘Change of Control Payments’ in the absence of this paragraph 1(i).” 
  

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 3. Exhibit B to the Employment Agreement is amended as follows: the date “December 31, 2006” is
changed to “January 1, 2008” in each place in which it appears; and the amount “$7,000,000” in paragraph 5 of Exhibit B is changed to “$8,000,000.” 
  
 IN WITNESS WHEREOF, the Executive has hereto set his hand, and each of Catellus, Operating Partnership and CCDC has caused
these presents to be executed in its name and on its behalf, as of the date first written above. 
  

															
	 CATELLUS DEVELOPMENT CORPORATION,
 a Delaware corporation
	 	 	 	 CATELLUS OPERATING LIMITED PARTNERSHIP,
 a Delaware limited partnership

						
	By:	 	 /s/ Richard D. Farman

	 	 	 	 	 	 	 	 
	 	 	 Richard D. Farman
 Lead Independent
Director
	 	 	 	By:	 	 Catellus Development Corporation,
 a Delaware
corporation, its general partner

						
	By:	 	 /s/ William M. Kahane

 William M. Kahane
 Chairman of the Compensation and
 Benefits Committee of the Board of
	 	 	 	 	 	By:	 	 /s/ Richard D. Farman

 Richard D. Farman
 Lead Independent Director

	 	 	Directors	 	 	 	 	 	By:	 	 /s/ William M. Kahane

 William M. Kahane
 Chairman of the Compensation and
 Benefits Committee of the Board
 of Directors

			
	CATELLUS COMMERCIAL DEVELOPMENT CORPORATION	 	 	 	EXECUTIVE
				
	By:	 	 Catellus Operating Limited
 Partnership, a
Delaware limited
 partnership, its sole stockholder
	 	 	 	 /s/ Nelson C. Rising

 Nelson C. Rising

					
	 	 	By:	 	 Catellus Development
 Corporation, a
Delaware
 corporation, its general partner
	 	 	 	 
								
	 	 	 	 	By:	 	 /s/ Richard D. Farman

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 Richard D. Farman
 Lead Independent
Director
	 	 	 	 	 	 	 	 
								
	 	 	 	 	By:	 	 /s/ William M. Kahane

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 William M. Kahane
 Chairman of the
 Compensation and Benefits
 Committee of the Board of
 Directors
	 	 	 	 	 	 	 	 

  

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