exv10w1



 





EXHIBIT 10.1




RESIGNATION AGREEMENT




          THIS RESIGNATION AGREEMENT, dated as of September 17, 2004 (the
“Agreement”), by and between Trizec Properties, Inc., a Delaware corporation
(the “Company”), and Casey R. Wold (the “Executive”).



          WHEREAS, the Company and the Executive are parties to a certain letter
agreement, dated as of January 6, 1995 (the “Employment Agreement”);



          WHEREAS, the Company and the Executive have agreed to the Executive’s
resignation as an employee, an officer and a member of the Board of Directors
of the Company (the “Board”); and



          WHEREAS, except as otherwise set forth herein, the parties intend that
this Agreement shall set forth the terms of the Executive’s resignation and
that this Agreement shall supersede all prior agreements between the parties
regarding the subject matter contained herein, including the Employment
Agreement.



          NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth in this Agreement, the parties hereto hereby agree as
follows:



          1. Resignation. The Executive hereby resigns from his position as
Executive Vice President and Chief Investment Officer of the Company, as a
member of the Board and from all other positions, offices and directorships
with the Company and any of its subsidiaries or affiliates (collectively, the
“Company Group”), effective as of September 17, 2004 (the “Effective Date”).



          2. Severance Payments and Benefits. In consideration of the covenants set
forth herein and the waiver and release of claims set forth below, and with
respect to any of the Company’s obligations that arise after the expiration of
the Revocation Period provided that the Executive does not revoke this
Agreement during the Revocation Period (as defined below), the Company shall
provide the Executive with the following severance payments and benefits:



          (a) Severance Payments. The Company shall pay the Executive cash
severance in an aggregate amount equal to $1,700,000, $1,400,000 of which shall
be payable within three business days following the Effective Date, and
$300,000 of which shall be payable within three business days following the
expiration of the Revocation Period.



          (b) Pro Rata Bonus for Calendar Year Ended December 31, 2004. The Company
shall pay the Executive a prorated bonus for the number of days the Executive
was employed by the Company during the 2004 calendar year, up to and including
the Effective Date, in the amount of $466,667, which shall be payable in a lump
sum within three business days following the expiration of the Revocation
Period.



          (c) Treatment of Equity-Based Compensation. Schedule A sets forth a list
of



 









 




all Stock Options, Restricted Stock Units and Restricted Stock Rights
that have been granted to the Executive as of the Effective Date pursuant to
the Company’s 2002 Long Term Incentive Plan (the “LTIP”) and their respective
vesting and expiration dates. During the Restricted Period (as defined in
Section 6(b) below), (i) the Executive shall continue to vest in all Stock
Options and Restricted Stock Rights in accordance with the terms of the LTIP
and the applicable award agreements in the same manner as if he remained
employed by the Company during the Restricted Period and (ii) the Stock Options
and the Restricted Stock Rights shall otherwise be treated in accordance with
the LTIP and the applicable award agreement.



          (d) Continuation of Health Insurance. The Company shall continue to
provide the Executive with health insurance coverage to the extent that such
coverage is provided to the Company’s executives on the terms applicable to
such executives until the earlier of (i) the last day of the Restricted Period
and (ii) the date on which the Executive becomes eligible to participate in
another group health plan. The Executive agrees to promptly notify the Company
in writing in the event that the Executive obtains coverage under another group
health plan. The Executive shall continue to be obligated to pay his share of
premiums, deductibles and co-payments as in effect from time to time with
respect to the Company’s executives. The amount of the Executive’s monthly
premium is based on the level of coverage and equal to that paid by an
executive of the Company. That monthly cost is currently $229. Premiums must
be paid by check and received by the Company by the first day of each
applicable month to continue such coverage. The parties hereto acknowledge and
agree that the Executive’s resignation shall constitute a “qualifying event”
for purposes of the “COBRA” provisions of Section 4980B(f) of the Internal
Revenue Code of 1986, as amended, and that following the period described in
this Section 2(d) the Company shall continue to provide continuation coverage
in compliance with and to the extent required by COBRA.



          (e) 401(k) Plan and ESPP. The Executive’s participation in the Company’s
401(k) Plan (the “Retirement Plan”) and the Employee Stock Purchase Plan
(“ESPP”) shall terminate on the Effective Date. The Executive’s rights and
obligations under the Retirement Plan and the ESPP shall be governed by
applicable law and the respective terms and conditions of the Retirement Plan
and the ESPP, as applicable. The Executive may obtain a current statement of
the Executive’s account balance in the Retirement Plan by calling New York Life
Benefits Complete at (800) 294-3575.



          (f) Deferred Compensation Plan. Any deferrals into the Company’s Deferred
Compensation Plan shall terminate on the Effective Date. Distributions of the
Executive’s account balance are paid out in a lump sum as soon as practicable
following the Effective Date in accordance with the applicable plan and
agreement. All distributions are treated as “ordinary income” subject to
federal and state tax at the time of distribution. The Executive may obtain
the Executive’s current account balance by calling Aon Executive Benefits at
(800) 341-4413 or by checking the website at www.defferralselect.com



          (g) Accrued Vacation. The Company shall pay the Executive for all accrued
but unused vacation as of the Effective Date within three business days
following the expiration of the Revocation Period.



          (h) Continued Indemnification. The Executive shall continue to be



2









 




indemnified to the fullest extent permitted under applicable law and
pursuant to the corporate governance documents of the Company and of any other
member of the Company Group in accordance with their terms as in effect from
time to time for actions and omissions by the Executive occurring during his
tenure as an officer and/or director of any member of the Company Group. The
Company agrees that for purposes of this Section 2(h) it (or any member of the
Company Group, as the case may be) shall interpret and/or apply any provision
of applicable law or any corporate governance document relating to
indemnification (including advancement of expenses) with respect to the
Executive in a manner consistent with how such provisions are interpreted and
applied by the Company (or the relevant member of the Company Group) to then
active senior executives of the Company or of the relevant member of the
Company Group. The Executive shall continue to be covered under the Company’s
directors’ and officers’ liability insurance policies in effect from time to
time to the same extent he would have been covered if he were employed when a
claim is made. The Executive agrees to promptly notify the Company of any
claims made against the Executive in his capacity as a former officer, employee
and director of the Company or any other member of the Company Group.



          (i) Office. The Company shall pay the Executive a lump sum cash payment
equal to $12,000 for the purpose of renting office space during the Restricted
Period which shall be payable within three business days following the
expiration of the Revocation Period.



          (j) No Other Compensation or Benefits. Except as otherwise specifically
provided herein or as required by applicable law, the Executive shall not be
entitled to any compensation or benefits or to participate in any past, present
or future employee benefit programs or arrangements of any member of the
Company Group (including, without limitation, any compensation or benefits
under any severance plan, program or arrangement) on or after the Effective
Date.



          3. Return of Property. On or prior to the Effective Date, the Executive
shall surrender to the Company all property of the Company Group in the
Executive’s possession and all property made available to the Executive in
connection with his employment by the Company, including, without limitation,
any and all Company credit cards, keys, security access codes, records,
manuals, customer lists, notebooks, computers, computer programs and files,
papers, electronically stored information and documents kept or made by the
Executive in connection with his employment; provided, however, that the
Executive shall be entitled to retain his phone lists, personal rolodex and
calendar so long as he ensures that the Company also possesses any information
contained therein (including contact information concerning parties with whom
the Company Group has a business relationship) that relates to the business of
the Company Group (the “Permitted Materials”). In the event that the Executive
later discovers that he inadvertently is still in possession of any property of
the Company Group that does not constitute Permitted Materials, the Executive
shall return that property to the Company Group as soon as practicable.



          4. Cooperation. From and after the Effective Date, the Executive shall
cooperate in all reasonable respects with the Company Group and their
respective directors, officers, attorneys and experts in connection with the
conduct of any action, proceeding, investigation or litigation involving the
Company Group, including any such action, proceeding,



3









 




investigation or litigation in which the Executive is called to testify.
In addition, the Executive shall cooperate in all reasonable respects with the
Company Group in connection with executing minutes and other corporate
documents relating to his period of service as a director or officer of any
members of the Company Group. The Executive shall be reimbursed for all
expenses properly incurred by him in connection with the cooperation described
in this Section 4 in accordance with Company policy. The Company and the
Executive agree that the Executive’s obligations pursuant to this Section 4
shall be reasonable in scope and duration and shall be reasonably accommodated
to the Executive’s schedule and other business commitments.



          5. Reference; Confidentiality of this Agreement.



          (a) Neutral Letter of Reference; Inquiries. The Company shall provide the
Executive, and any prospective employer that so requests, with written
confirmation of the dates the Executive was employed by the Company and the
position the Executive held during that period. The Company agrees that all
references inquiries regarding the Executive shall be directed to Timothy H.
Callahan or Brian Mulroney for response.



          (b) Confidentiality of this Agreement. The parties agree that the terms
of this Agreement (other than the fact of the Executive’s separation of
employment from the Company and the date thereof) are confidential and that
neither party may disclose any of such terms to any other person other than
their attorneys, financial or tax advisers, accountants or spouses until such
time as the Agreement is made public pursuant to the last sentence of Section
5(c). The parties agree that they shall instruct their attorneys, financial
and tax advisers, accountants and spouses not to disclose such terms to any
other person. Notwithstanding anything herein to the contrary, the Executive
and the Executive’s representatives may consult any tax advisor regarding the
tax treatment and tax structure of this severance arrangement and may disclose
to any person, without limitation of any kind, the tax treatment and tax
structure of the severance arrangement and all materials (including opinions or
other tax analyses) that are provided relating to such treatment or structure.



          (c) Permitted Disclosure. The provisions of this Section 5 shall not
preclude a party from: (i) providing any information required by law, (ii)
disclosing any information necessary to prepare a defense of any claim, or
(iii) responding to any statement made by the other party hereto in
contravention of this Section 5. In addition, the Executive and the Company
expressly acknowledge and agree that the Company has or shall issue a press
release concerning the Executive’s resignation, shall file a Form 8-K with the
Securities and Exchange Commission that will, among other things, include this
Agreement as an Exhibit, and shall inform the New York Stock Exchange of the
Executive’s resignation.



          6. Confidentiality; Nonsolicitation; No-Hire.



          (a) Confidential Information. The Executive agrees that he will not at
any time, except with the prior written consent of the Company Group, directly
or indirectly, reveal to any person, entity or other organization (other than
the Company Group or their respective employees, officers, directors,
shareholders or agents) or use the for Executive’s own benefit any information
that has been maintained as confidential by any member of the Company Group
(“Confidential Information”) relating to the assets, liabilities, employees,
goodwill, business or



4









 




affairs of any member of the Company Group including, without limitation,
any information concerning past, present or prospective customers,
manufacturing processes, marketing data, or other confidential information used
by, or useful to, any member of the Company Group and known to the Executive by
reason of the Executive’s employment by, shareholdings in or other association
with any member of the Company Group. The term “Confidential Information”
shall not include information that (a) is or becomes generally available to the
public other than as a result of a disclosure by, or at the direction of, the
Executive, (b) was within the Executive’s possession prior to its being
furnished to the Executive by or on behalf of the Company Group, provided that
the source of such information was not known by the Executive to be bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company Group with respect to such
information or (c) becomes available to the Executive on a non-confidential
basis from a source other than the Company Group or any of its representatives,
provided that such source is not known to the Executive to be bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company Group with respect to such
information. Notwithstanding anything in this Section 6(a) to the contrary, in
the event that the Executive becomes legally compelled to disclose any
Confidential Information, the Executive shall provide the Company with prompt
written notice so that the Company may seek a protective order or other
appropriate remedy. In the event that such protective order or other remedy is
not obtained, the Executive shall furnish only that portion of such
Confidential Information or take only such action as is legally required by
binding order and shall exercise his reasonable efforts to obtain reliable
assurance that confidential treatment shall be accorded any such Confidential
Information. The Company shall promptly pay (upon receipt of invoices and any
other documentation as may be requested by the Company) all reasonable expenses
and fees incurred by the Executive, including attorneys’ fees, in connection
with his compliance with the immediately preceding sentence.



          (b) Non-Solicitation. The Executive agrees that during the one-year
period commencing on the Effective Date (the “Restricted Period”), the
Executive shall not directly or indirectly (i) interfere with or attempt to
interfere with the relationship between the Company Group and any person who
is, or was during the then most recent 12-month period, an employee, officer,
representative or agent of the Company Group, or solicit, induce or attempt to
solicit, induce any of them to leave the employ of the Company Group or violate
the terms of their contracts, or any employment arrangements, with such
entities; or (ii) induce or attempt to induce any customer, supplier, licensee
or any other party that has a business relationship with the Company Group to
cease doing business with the Company Group, or in any way interfere with the
existing business arrangements between the Company Group and any customer,
supplier, licensee or other business relation of the Company Group. As used
herein the term “indirectly” shall include, without limitation, the Executive’s
permitting the use of the Executive’s name by any competitor of the Company
Group to induce or interfere with any employee or business relationship of the
Company Group.



          (c) No Hire. The Executive agrees that during Restricted Period, he will
not hire or otherwise engage, directly or indirectly (including, without
limitation, through an entity with which the Executive is associated), as an
employee or independent contractor of the Executive or of any entity with which
the Executive is associated, any person who is or was an employee of the
Company Group; provided, however, that the hiring of any person whose



5









 




employment was involuntarily terminated by the Company Group shall not be
a violation of this covenant.



          (d) Exception. The restrictions set forth in Sections 6(b) and 6(c) above
shall not apply to the Executive’s current assistant, Anne Townley.



          7. Exclusive Property. The Executive confirms that all Confidential
Information is and shall remain the exclusive property of the Company Group.
Other than the Permitted Materials described in Section 3, all business
records, papers and documents kept or made by the Executive relating to the
business of the Company Group shall be and remain the property of the Company
Group. The Executive further confirms that, on or prior to the Effective Date,
the Executive surrendered to the Company all copies and extracts of any written
Confidential Information acquired or developed by the Executive during any such
employment, shareholding or association, and that the Executive has not removed
or taken from the premises of any member of the Company Group any written
Confidential Information or any copies or extracts thereof. Upon the request
and at the expense of the Company Group, the Executive shall promptly make all
disclosures, execute all instruments and papers and perform all acts reasonably
necessary to vest and confirm in the Company Group, fully and completely, all
rights created or contemplated by this Section 7.



          8. Certain Remedies.



          (a) Remedies. Without intending to limit the remedies available to the
Company Group, including, but not limited to, those set forth in Section 8(b)
hereof, the Executive agrees that a breach of any of the covenants contained in
this Agreement may result in material and irreparable injury to the Company
Group for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, any member of the Company Group shall be
entitled to seek a temporary restraining order or a preliminary or permanent
injunction, or both, restraining the Executive from engaging in activities
prohibited by the covenants contained in this Agreement or such other relief as
may be required specifically to enforce any of the covenants contained in this
Agreement. Such injunctive relief in any court shall be available to the
Company Group in lieu of, or prior to or pending determination in, any
arbitration proceeding. Notwithstanding the other provisions of this Section
8, the Company shall not be entitled to recover the $1.4 million payment
referred to in Section 2(a).



          (b) Cessation of Payments. In the event that the Executive (i) files any
charge, claim, demand, action or arbitration with regard to the Executive’s
employment, compensation or termination of employment under any federal, state
or local law, or an arbitration under any industry regulatory entity, except in
either case for a claim for breach of this Agreement or failure to honor the
obligation set forth herein, or (ii) breaches any of the covenants contained in
this Agreement in a material respect, the Company shall be entitled to cease
making any payments or providing any benefits due hereunder.



          9. Release.



          (a) General Release. In consideration of the payments and benefits
provided



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to the Executive under this Agreement and after consultation with counsel,
the Executive, and each of the Executive’s respective heirs, executors,
administrators, representatives, agents, successors and assigns (collectively,
the “Releasors”) hereby irrevocably and unconditionally release and forever
discharge the Company Group and each of their respective officers, employees,
directors, shareholders and agents from any and all claims, actions, causes of
action, rights, judgments, obligations, damages, demands, accountings or
liabilities of whatever kind or character (collectively, “Claims”), including,
without limitation, any Claims under any federal, state, local or foreign law,
that the Releasors may have, or in the future may possess, arising out of (i)
the Executive’s employment relationship with and service as an employee,
officer or director of the Company Group, and the termination of such
relationship or service, (ii) the Employment Agreement, or (iii) any event,
condition, circumstance or obligation that occurred, existed or arose on or
prior to the date hereof; provided, however, that the release set forth in this
Section 9(a) shall not apply to (i) the obligations of the Company under this
Agreement and (ii) any indemnification rights the Executive may have in
accordance with the Company’s governance instruments or under any director and
officer liability insurance maintained by the Company with respect to
liabilities arising as a result of the Executive’s service as an officer and
employee of the Company. The Releasors further agree that the payments and
benefits described in this Agreement shall be in full satisfaction of any and
all Claims for payments or benefits, whether express or implied, that the
Releasors may have against the Company Group arising out of the Executive’s
employment relationship or the Executive’s service as an employee, officer and
director of the Company Group and the termination thereof. This general
release shall not, however, apply to any yet to be reimbursed expenses for
which the Executive is entitled to reimbursement pursuant to Company policy.



          (b) Specific Release of ADEA Claims. In further consideration of the
payments and benefits provided to the Executive under this Agreement, the
Releasors hereby unconditionally release and forever discharge the Company
Group, and each of their respective officers, employees, directors,
shareholders and agents from any and all Claims that the Releasors may have as
of the date the Executive signs this Agreement arising under the Federal Age
Discrimination in Employment Act of 1967, as amended, and the applicable rules
and regulations promulgated thereunder (“ADEA”). By signing this Agreement,
the Executive hereby acknowledges and confirms the following: (i) the
Executive was advised by the Company in connection with his termination to
consult with an attorney of his choice prior to signing this Agreement and to
have such attorney explain to the Executive the terms of this Agreement,
including, without limitation, the terms relating to the Executive release of
claims arising under ADEA and, the Executive has in fact consulted with an
attorney; (ii) the Executive was given a period of not fewer than 21 days to
consider the terms of this Agreement and to consult with an attorney of his
choosing with respect thereto; (iii) the Executive is providing the release and
discharge set forth in this Section 9(b) only in exchange for consideration in
addition to anything of value to which the Executive is already entitled; and
(iv) that the Executive knowingly and voluntarily accepts the terms of this
Agreement.



          (c) No Assignment. The Executive represents and warrants that he has not
assigned any of the Claims being released under this Section 9.



          (d) Claims. The Executive agrees that he has not instituted, assisted or
otherwise participated in connection with, any action, complaint, claim,
charge, grievance,



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arbitration, lawsuit, or administrative agency proceeding, or action at
law or otherwise against any member of the Company Group or any of their
respective officers, employees, directors, shareholders or agents.



          10. Miscellaneous.



          (a) Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the matters covered hereby
and supersedes and replaces any express or implied, written or oral, prior
agreement, plan or arrangement with respect to the terms of the Executive’s
employment and the termination thereof which the Executive may have had with
the Company Group (including, without limitation, the Employment Agreement),
but excluding the LTIP and the Retirement Plan. This Agreement may be amended
only by a written document signed by the parties hereto.



          (b) Withholding Taxes. Any payments made or benefits provided to the
Executive under this Agreement shall be reduced by any applicable withholding
taxes.



          (c) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois, without giving effect to
the conflicts of laws principles thereof.



          (d) Waiver. The failure of any party to this Agreement to enforce any of
its terms, provisions or covenants shall not be construed as a waiver of the
same or of the right of such party to enforce the same. Waiver by any party
hereto of any breach or default by another party of any term or provision of
this Agreement shall not operate as a waiver of any other breach or default.



          (e) Severability. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more
of the provisions contained in this Agreement shall be held to be excessively
broad as to duration, activity or subject, such provisions shall be construed
by limiting and reducing them so as to be enforceable to the maximum extent
allowed by applicable law.



          (f) Notices. Any notices required or made pursuant to this Agreement
shall be in writing and shall be deemed to have been given when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, as follows:



if to Executive:



Casey R. Wold

1057 East Illinois

Lake Forest, IL 60045



with a copy to:



Hunter R. Hughes, III, Esq.



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Rogers & Hardin

2700 International Tower

Peachtree Center

229 Peachtree Street N.E.

Atlanta, GA 30303



if to the Company:



Trizec Properties, Inc.

Sears Tower

233 South Wacker Drive

Suite 4600

Chicago, IL 60606

Attention: Chief Executive Officer



with a copy to:



Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: John J. Cannon, III, Esq.


or to such other address as either party may furnish to the other in writing in
accordance with this Section 10(f). Notices of change of address shall be
effective only upon receipt.



          (g) Descriptive Headings. The paragraph headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.



          (h) Counterparts. This Agreement may be executed in one or more
counterparts, which, together, shall constitute one and the same agreement.



          (i) Successors and Assigns. This Agreement may not be assigned by either
party without the prior, express written consent of the other party. Except as
otherwise provided herein, this Agreement shall inure to the benefit of and be
enforceable by the Executive and the Company and their respective successors
and assigns.



          (j) Construction. The parties acknowledge that this Resignation Agreement
is the result of arm’s-length negotiations between sophisticated parties each
afforded the opportunity to utilize representation by legal counsel. Each and
every provision of this Resignation Agreement shall be construed as though both
parties participated equally in the drafting of same, and any rule of
construction that a document shall be construed against the drafting party
shall not be applicable to this Agreement.



          (k) Arbitration. Any dispute or controversy arising under this Agreement
that cannot be mutually resolved by the Executive and the Company shall be
settled exclusively by arbitration in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
in Chicago, Illinois before one arbitrator of exemplary



9









 




qualifications and stature, who shall be selected jointly by the Executive
and the Company, or, if agreement on the selection of the arbitrator cannot be
reached, shall be selected by the American Arbitration Association (provided
that any arbitrator selected by the American Arbitration Association shall not,
without the consent of both the Executive and the Company, be affiliated with
the Executive or the Executive’s affiliates or the Company or its affiliates).
Judgment may be entered on the arbitrator’s award in an Illinois State Court.
The arbitrator shall be empowered to enter an equitable decree mandating
specific enforcement of the terms of this Agreement. Each party shall bear
their own expenses incurred in any arbitration arising out of a dispute or
controversy under this Agreement.



          11. Revocation. This Agreement may be revoked by the Executive within the
seven (7)-day period commencing on the date the Executive signs this Agreement
as indicated on the signature page hereof (the “Revocation Period”). In the
event of any such revocation by the Executive, all obligations of the parties
under this Agreement shall terminate and be of no further force and effect as
of the date of such revocation. No such revocation by the Executive shall be
effective unless it is in writing and signed by the Executive and received by
the Company prior to the expiration of the Revocation Period.



          IN WITNESS WHEREOF, the Company has executed this Agreement as of the date
first set forth above and the Executive has executed this Agreement as of the
date set forth below (or, if the Executive does not include a date under the
Executive’s signature line, the date set forth shall be the date this
Agreement, signed by the Executive, is received by the Company).

	 	 	 	 	 
	 	TRIZEC PROPERTIES, INC.

 	 
	 	By: /s/ Timothy H. Callahan
	 
	 	 	Name: Timothy H. Callahan	 	 
	 	 	Title: President and Chief Executive Officer
	 



THE EXECUTIVE HEREBY ACKNOWLEDGES THAT THE EXECUTIVE HAS READ THIS AGREEMENT,
THAT THE EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND
THAT THE EXECUTIVE HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY AND OF HIS OWN
FREE WILL.



ACCEPTED AND AGREED:


 

/s/ Casey R. Wold






CASEY R. WOLD



Date: September 16, 2004




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SCHEDULE A




Equity Statement

Trizec Properties, Inc.

Status as of 9/17/04


Casey R. Wold

1057 E. Illinois Lake Forest, IL 60045






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Expiration	 	 	 	 	 	 	 	 	 	 	 
	Grant Date	 	Date	 	Grant Type	 	Award	 	Price(1)	 	Outstanding	 	Exercisable/Vested
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002

	 	1/9/2009
	 	Non-Qualified Stock

Options	 	 	30,000	 	 	$	16.34	 	 	 	30,000	 	 	30,000	 current
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002

	 	1/9/2009	 	Non-Qualified Stock
Options	 	 	30,000	 	 	$	17.30	 	 	 	30,000	 	 	30,000 	 current
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002 

	 	1/9/2009
	 	Non-Qualified Stock

Options
	 	 	30,000	 	 	$	18.26	 	 	 	30,000	 	 	0 

30,000 	 current

 on 01/09/2005
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002

	 	11/8/2007
	 	Non-Qualified Stock

Options
	 	 	232,500	 	 	$	18.41	 	 	 	232,500	 	 	232,500 	 current
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002

	 	11/8/2007
	 	Non-Qualified Stock

Options
	 	 	300,000	 	 	$	22.01	 	 	 	300,000	 	 	300,000 	 current
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002

	 	11/8/2007
	 	Non-Qualified Stock

Options
	 	 	100,000	 	 	$	19.71	 	 	 	100,000	 	 	100,000 	 current
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/8/2002

	 	11/8/2007
	 	Non-Qualified Stock

Options
	 	 	100,000	 	 	$	15.57	 	 	 	100,000	 	 	100,000 	 current
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3/4/2003

	 	3/4/2013
	 	Non-Qualified Stock

Options
	 	 	250,000	 	 	$	8.61	 	 	 	166,667	 	 	1 

83,333 

83,333 	 current

 on 03/04/2005

 on 03/04/2006
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/23/2003

	 	—
	 	Restricted Stock
Rights - 
Time-based
Vesting
	 	 	20,000	 	 	$	10.98	 	 	 	16,000	 	 	4,000 

4,000 

4,000 

4,000 

4,000 	 vested

 on 06/23/2005

 on 06/23/2006

 on 06/23/2007

 on 06/23/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/23/2003

	 	6/23/2008
	 	Restricted Stock

Rights -

Performance-based

Vesting
	 	 	20,000	 	 	$	10.98	 	 	 	16,000	 	 	4,000 

4,000 

4,000 

4,000 

4,000 	 vested

 on 06/23/2005(2)

 on 06/23/2006(2)

 on 06/23/2007(2)

 on 06/23/2008(2)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/12/2004

	 	—
	 	Restricted Stock
Rights -Annual
Bonus
	 	 	32,300	 	 	$	16.79	 	 	 	32,300	 	 	0 

10,767 

10,766 

10,767 	 current

 on 02/12/05

 on 02/12/06

 on 02/12/07







 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Expiration	 	 	 	 	 	 	 	 	 	 
	Grant Date	 	Date	 	Grant Type	 	Award	 	Price(1)	 	Outstanding	 	Exercisable/Vested
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/12/2004

	 	—
	 	Restricted Stock
Rights - 
LTIP
Time-based vesting
	 	 	16,150	 	 	$	16.79	 	 	 	16,150	 	 	       0 current

3,230 on 02/12/05

3,230 on 02/12/06

3,230 on 02/12/07

3,230 on 02/12/08

3,230 on 02/12/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/12/2004

	 	2/12/2009
	 	Restricted Stock
Rights - 
LTIP
Performance-based

vesting
	 	 	16,150	 	 	$	16.79	 	 	 	16,150	 	 	       0 current

3,230 on 02/12/05(2)

3,230 on 02/12/06(2)

3,230 on 02/12/07(2)

3,230 on 02/12/08(2)

3,230 on 02/12/09(2)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







(1) Price = “Strike Price” for Stock Options, and “FMV at time of grant” for Restricted Stock Rights

(2) Vesting is based on meeting specified company performance objectives.




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