{"id":39024,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-catellus-development-corp-and-nelson-c3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-catellus-development-corp-and-nelson-c3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-catellus-development-corp-and-nelson-c3.html","title":{"rendered":"Employment Agreement &#8211; Catellus Development Corp. and Nelson C. Rising"},"content":{"rendered":"<pre>\n                       CATELLUS DEVELOPMENT CORPORATION\n                       --------------------------------\n\n\n                          Second Amended and Restated\n\n\n                             Employment Agreement\n\n\n                                     with\n\n\n                               Nelson C. Rising\n\n\n\n                        Effective as of October 1, 1999\n\n \n               SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n               ------------------------------------------------\n\n     THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this 'Agreement'),\nmade and entered into effective as of October 1, 1999 (the 'Effective Date'), by\nand between Nelson C. Rising (the 'Executive') and Catellus Development\nCorporation, a Delaware corporation having its principal executive offices in\nSan Francisco, California (the 'Company');\n\n                              WITNESSETH THAT:\n\n     WHEREAS, the Company and Executive are parties to that certain Amended and\nRestated Employment Agreement (the 'Prior Employment Agreement') as of November\n29, 1995 under which the Executive has served the Company as President and Chief\nExecutive Officer of the Company; and\n\n     WHEREAS, the Company and the Executive desire to amend and restate the\nprior Employment Agreement and desire that this Agreement set forth all of the\nterms and conditions of the Executive's employment by the Company.\n\n     NOW, THEREFORE, in consideration of the mutual agreements set forth below,\nthe Executive and the Company hereby agree as follows:\n\n     1.   Performance of Services. The Executive shall be employed by the \n          -----------------------\nCompany in accordance with the following:\n\n                                       1\n\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \n          (a)  Position.  Subject to the terms of this Agreement, the Company\n               --------                                                      \nhereby agrees to employ the Executive as the President and Chief Executive\nOfficer of the Company and each of its principal Subsidiaries during the\nAgreement Term (as such terms are defined below), and the Executive hereby\nagrees to accept and remain in such employment during the Agreement Term.  The\nCompany shall use its best efforts to cause the Executive to be appointed to the\noffice of the Chairman of the Board no later than at the first Board meeting\nfollowing the next annual meeting of stockholders.  If appointed Chairman of the\nBoard, the Executive shall perform the duties of such office without additional\ncompensation and shall serve in such capacity at the pleasure of the Board.\nDuring the Agreement Term, while the Executive is employed by the Company, the\nBoard shall use its best efforts to cause the Executive to continue to be\nelected as a member of the Board.\n\n          (b)  Commitment.  At all times during the Agreement Term while the\n               ----------                                                   \nExecutive is employed by the Company, the Executive shall devote his full time,\nenergies and talents to serving as President and Chief Executive Officer of the\nCompany (and in such other capacities as he may be requested to serve the\nCompany from time to time as provided herein).  Notwithstanding the foregoing,\nthe Executive may devote reasonable time to activities other than those required\nunder this Agreement, including the supervision of his personal investments and\nactivities involving professional, charitable, educational, religious and\nsimilar types of organizations, speaking engagements, membership on the boards\nof directors of other organizations, and similar activities, to the extent that\nsuch other activities do not in the judgment of the Board inhibit the\nperformance of the Executive's duties under this Agreement, or conflict with the\nbusiness of the Company or any Subsidiary; provided, however, that the Executive\nshall not serve on the board of directors of any business, or hold any other\nposition with any business without the consent of the Board.  The Company has\nconsented to the Executive retaining his ownership interest in Maguire\/Thomas\nPartners Master Investments, a California limited partnership, which holds\ninterests in various \n\n                                       2\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \nMaguire\/Thomas projects, and certain other business positions or interests, all\nas described in two separate letters dated July 27, 1994 from Executive to the\nCompany.\n\n          (c)  Authority.  The Executive shall have the responsibility and\n               ---------                                                  \nauthority for the overall conduct of the business of the Company and the\nSubsidiaries,  including responsibility for the management and operation of\nthose entities, and such additional responsibilities, powers and duties,\nconsistent with the foregoing, as the Board, and the respective boards of\ndirectors of each of the Subsidiaries of which the Executive shall be an\nofficer, may from time to time prescribe.  In the performance of his duties, the\nExecutive shall only be required to report to the Board as a whole and, with\nrespect to his positions as an officer of Subsidiaries of the Company, the\nseparate boards of directors of each such Subsidiary.  The Executive shall\nperform his duties faithfully and efficiently, subject to the overall policies\nand directions of the Board and such other respective boards of directors. The\nCompany agrees that the duties which may be assigned to the Executive shall be\nthe usual and customary duties of the President and Chief Executive Officer of\nthe Company (and of such other offices which he may hold from time to time as\nprovided herein) and shall not be inconsistent with the provisions of the\ncharter documents of the Company or applicable law (both as in effect from time\nto time).  The Executive shall not, without his consent, be assigned tasks that\nwould be inconsistent with those of the offices held by him at any time.  The\nExecutive shall have the corporate authority that shall reasonably be required\nto enable the discharge of duties in any of the offices that he may hold from\ntime to time. The Executive, as President and Chief Executive Officer of the\nCompany, shall be the senior executive, 'leader' and spokesperson for the\nCompany, and he will use his best efforts to work in 'partnership' with the\nChairman of the Board, to the extent such office is held at any time by a person\nother than the Executive.\n\n                                       3\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \n          (d)  Annual Performance Review.  The Board shall review the \n               -------------------------\nperformance by the Executive of his responsibilities as President and Chief\nExecutive Officer of the Company (and his performance in such other capacities\nas he may serve the Company from time to time as provided herein) and as an\nemployee of the Company no less frequently than annually and shall communicate\nthe Board's assessment of such performance to the Executive by January 31 of\neach year.\n\n          (e)  Relocation.  In connection with his employment hereunder, and\n               ----------                                                   \nsubject to the following provisions of this paragraph 1(e), the Executive shall\nnot be required, without his prior written consent, to relocate the Company\nheadquarters or to be based anywhere other than within 50 miles from the site of\nthe current headquarters of the Company.\n\n          (f)  Disability.  The Executive shall not be required to perform\n               ----------                                                 \nservices under this Agreement during any period that he is Disabled (as such\nterm is defined below).\n\n          (g)  Agreement Term.  For purposes of this Agreement, the term\n               --------------                                           \n'Agreement Term' means the period beginning on the Effective Date and ending on\nDecember 31, 2004.\n\n          (h)  Subsidiary.  For purposes of this Agreement, the term \n               ----------\n'Subsidiary' means any corporation, partnership, limited liability company,\njoint venture or other entity during any period in which more than a fifty\npercent interest in such entity is owned, directly or indirectly, by the Company\n(or a successor to the Company), except to the extent that the Company is\nunable, whether by contractual restriction or otherwise, to exercise control\nover any such entity.\n\n                                       4\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \n          2.   Compensation.  During the Agreement Term, while the Executive is\n               ------------                                                    \nemployed by the Company, the Company shall compensate the Executive for his\nservices as follows:\n\n               (a)  Salary.  From and after (and with retroactive effect to) the\n                    ------                                                      \nEffective Date, the Executive shall receive, in substantially equal monthly or\nmore frequent installments, a base salary of a minimum of $650,000 ('Salary')\nper annum, which shall be increased by 5% effective January 1, 2001 and by 5%\nmore on each January 1 thereafter during the term of this Agreement.\n\n               (b)  Bonus. The Executive shall be entitled to receive annual\nbonuses from the Company with an annual maximum bonus opportunity of 200% of the\nExecutive's then Salary ('Maximum Bonus Potential'). On or before January 31 of\neach year, commencing January 31, 2000, the Board shall establish performance\nobjectives for each year of the Agreement Term for the determination of the\nExecutive's bonus awards for such year, which objectives may (i) include both\nindividual and corporate objectives, (ii) include both qualitative and\nquantitative standards, (iii) include standards based on the Company's financial\nperformance (which standards may be dependent upon the relative financial\nperformance of the Company as compared to a peer group of companies selected\nfrom year to year by the Board), and (iv) be based on the objectives and\nstandards set forth in the Company's five year strategic plan or be based on\nother objectives and standards. For the calendar year ending December 31, 1999,\nthe Executive shall be entitled to receive an annual bonus from the Company\npursuant to the bonus plan adopted by the Board for such calendar year pursuant\nto the Prior Agreement; provided, however, that, instead of multiplying the\nbonus percentage times the Executive's salary under the Prior Agreement, the\nbonus shall be determined by multiplying the bonus percentage by the sum of (i)\n75% of the Executive's salary under the Prior Agreement plus (ii) $162,500\n(i.e., 25% of the Executive's initial Salary hereunder).\n\n                                       5\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \n          (c)  Stock Options.\n               ------------- \n\n               (i)  New Stock Option Grant.  The Company shall (A) seek \n                    ----------------------\nstockholder approval at the next annual meeting of the Company's stockholders\n(the 'Next Annual Meeting') to increase the number of shares of Common Stock\nissuable pursuant to the Company's existing Amended and Restated Executive Stock\nOption Plan (the 'Current Plan'), or (B) adopt, and seek stockholder approval at\nthe Next Annual Meeting of, a new equity incentive or stock option plan\nsubstantially similar in its material terms to the Current Plan (a 'New Plan'),\nit being understood that the number of additional shares of Common Stock which\nwill be included in such increase in the number of shares of Stock issuable\nunder the Current Plan or the number of shares of Common Stock which will be\nissuable under the New Plan, as the case may be, will be determined by the Board\nat its next meeting in light of the Company's need to provide appropriate equity\nincentives to its key employees as well as other appropriate considerations.\n(The stockholder proposal to approve such increase in the number of shares\nissuable under the Current Plan or to approve the New Plan is referred to herein\nas the 'Stockholder Proposal.') Promptly following such stockholder meeting, if\nthe Stockholder Proposal is approved by the stockholders of the Company and the\nExecutive continues to be employed by the Company as of the date of such\napproval (it being understood and agreed that if the Executive is not an\nemployee of the Company as of such date for any reason, the Company shall have\nno obligations under this Section 2(c)(i)), the Company shall grant to the\nExecutive a stock option under the Plan covering an aggregate of 1,000,000\nshares of Common Stock which shall (i) have an exercise price equal to the fair\nmarket value of the underlying Common Stock on the date of grant, (ii) vest in\nfive equal annual installments on each December 31, commencing December 31,\n2000, such that such options will be fully vested as of December 31, 2004, (iii)\nterminate to the extent not \n\n                                       6\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \nexercised on or prior to December 31, 2005, (iv) be exercisable for a period of\n90 days following the termination of the Executive's employment for any reason\n(but only to the extent vested as of such termination date), provided, however,\nthat to the extent the Executive remains employed by the Company at least\nthrough December 31, 2004, such stock option will be exercisable through their\nexpiration date (i.e., December 31, 2005) regardless of the date on which the\nExecutive terminates his employment and (v) otherwise conform to the\nrequirements of the Current Plan or the New Plan, as the case may be. If the\nStockholder Proposal is not approved by the stockholders of the Company at the\nNext Annual Meeting and the Executive continues to be employed with the Company\nas of the date of the Next Annual Meeting, the Company and the Executive will\nwork together in good faith to agree upon one or more other means to provide the\nExecutive with compensation and incentives substantially equivalent to the\ncompensation and incentives which would have been provided by such stock option.\n\n               (ii)  Covenant to Take Actions to Permit Use of Deferred \n                     --------------------------------------------------\nOption Gain Method of Exercise.  The Company shall take any and all actions \n------------------------------\nwhich may be necessary to permit the Executive to exercise the stock options\ngranted to the Executive prior to the Effective Date using the deferred option\ngain method, pursuant to which the Executive will have the right to exercise\nsuch stock options by delivering to the Company shares of the Company's Common\nStock owned by the Executive and electing to receive the shares issuable upon\nsuch exercise of such options at a specified date in the future.\n\n          (d)  Disability.  The Executive shall receive from the Company\n               ----------                                               \ndisability income replacement coverage which will provide for replacement of\nincome, to the extent available at a commercially reasonable rate of premiums,\nduring any period in which the Executive is Disabled if the disability arose\nduring the Agreement Term and prior to the Executive's Date of Termination (as\nsuch term is defined below).  During any period while \n\n                                       7\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \nthe Executive is Disabled and is otherwise entitled to receive Salary under this\nAgreement, any Salary payments to the Executive shall be reduced by the amount\nof any benefits paid for the same period of time pursuant to such disability\nincome replacement coverage.\n\n          (e)  Vacation.  The Executive shall be entitled to four weeks paid\n               --------                                                     \nvacation per  year.  The Executive shall be entitled to take such vacation at\nsuch time or times (without regard to the accrual thereof) as he shall choose,\nbut for purposes of calculation of amounts payable pursuant to Section 4(a)(ii)\nhereof, such vacation entitlement shall accrue solely in  accordance with the\nterms of the Company's vacation policy for executive officers generally as in\neffect from time to time.\n\n          (f)  Benefits and Perquisites.  The Executive shall be entitled to\n               ------------------------                                     \nreceive  benefits to such extent as, and on terms no less favorable to the\nExecutive than, those benefits provided by the Company from time to time to the\nCompany's other senior management employees and consistent with the memorandum\n(the 'Benefits Memorandum') attached hereto as Exhibit A.  The Executive shall\nalso be entitled to receive the perquisites that are set forth in the Benefits\nMemorandum.\n\n          (g)  Expenses.  The Executive shall be authorized to incur reasonable\n               --------                                                        \nexpenses for entertainment, travel, meals, lodging and similar items in the\nconduct of the Company's business. The Company shall reimburse the Executive for\nall reasonable expenses so incurred through the expiration of the Agreement\nTerm.\n\n          (h)  Loan to the Executive.  The Company shall, upon written request \n               ---------------------\nat any one time during the Agreement Term, make an unsecured, full recourse loan\nof up to $1,000,000 to the Executive, which loan shall be evidenced by a\npromissory note and other documentation reasonably acceptable to the Company\nwhich shall contain provisions typical \n\n                                       8\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \nfor a loan between unrelated parties (e.g., acceleration upon payment default or\nbankruptcy of the payor) and shall provide for (i) payment of interest annually\nin arrears at the lowest Applicable Federal Rate (for a mid-term loan with\nannual payments) in effect at the time such loan is made and (ii) equal annual\nprincipal payments on the first, second and third anniversaries of the Date of\nTermination.\n\n          (i)  Supplemental Executive Retirement Plan.  The Company shall take\n               --------------------------------------                         \nall action necessary to implement a non-qualified, supplemental executive\nretirement plan (a 'SERP') having the terms and conditions set forth in Exhibit\nB attached hereto.\n\n     3.   Termination.  The Executive's employment with the Company during the\n          -----------                                                         \nAgreement Term may be terminated by the Company or the Executive without any\nbreach of this Agreement only under the circumstances described in the following\nparagraphs 3(a) through 3(i):\n\n          (a)  Death.  The Executive's employment hereunder will terminate upon\n               -----                                                           \nhis death.\n\n          (b)  Disability.  The Company may terminate the Executive's employment\n               ----------                                                       \nwith the Company during any period in which the Executive is Disabled.  The\nExecutive shall be considered 'Disabled' during any period in which (i) he has a\nphysical or mental disability which renders him incapable, after reasonable\naccommodation, of performing his duties under this Agreement; (ii) such\ndisability is determined by the Board to be of a long-term nature; and (iii) the\nExecutive is eligible for income replacement benefits under the Company's long-\nterm disability plan during such period of disability.  In the event of a\ndispute as to whether the Executive is Disabled, the Company may refer such\ndispute to a licensed practicing physician of the Company's choice for binding\nresolution of such dispute, \n\n                                       9\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n\n \nand the Executive agrees to submit to such tests and examinations as such\nphysician shall deem appropriate.\n\n          (c)  Cause.  The Company may terminate the Executive's employment\n               -----                                                       \nhereunder at any time for Cause. For purposes of this Agreement, the term\n'Cause' shall mean:\n\n               (i)  the willful and continued failure by the Executive\nsubstantially to perform his material duties with the Company (other than any\nsuch failure resulting from the Executive's being Disabled), after a written\ndemand for substantial performance of such duties is delivered to the Executive\nby the Board, which demand identifies the manner in which the Board believes\nthat the Executive has not substantially performed his duties and the Executive\nhas been given a reasonable period of time (but in no event more than 60 days)\nto correct his deficient performance; or (ii) the engaging by the Executive in\negregious misconduct involving serious moral turpitude to such an extent that,\nin the reasonable judgment of the Board, such misconduct substantially impairs\nthe Executive's ability effectively to perform his duties with the Company. For\npurposes of this Agreement, no act, or failure to act, on the Executive's part\nshall be deemed 'willful' unless done, or omitted to be done, by the Executive\nwithout reasonable belief that the Executive's action or omission was in the\nbest interest of the Company.\n\n          (d)  Constructive Discharge.  If the Company materially breaches its\n               ----------------------                                         \nobligations to the Executive under this Agreement, and:\n\n               (i)  the Executive provides written notice to the Company of the\noccurrence of such breach, which identifies the manner in which the Executive\nbelieves that the breach has occurred, and which is delivered to the Company\nwithin a reasonable period \n\n                                       10\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n(but in no event more than 90 days) after the Executive has actual knowledge of\nthe events asserted to give rise to the breach; and\n\n               (ii) the Company fails to correct any such breach within a\nreasonable period (but in no event more than 60 days) after receipt of the\nnotice described in paragraph (d)(i); then, for purposes of this Agreement, the\nExecutive shall be considered to have been dismissed by the Company for reasons\nother than Cause. A material breach of this Agreement by the Company shall\ninclude, without limitation:\n\n                    (1)  assigning duties to the Executive that are inconsistent\nin any substantial respect with the position, authority, or responsibilities\nassociated with the position of President and Chief Executive Officer of the\nCompany or, after a Change of Control of the Company (as defined in paragraph\n10(c) hereof) in which the Company is not the surviving entity, the Executive is\nnot permitted to serve as the chief executive officer and a member of the board\nof directors of the successor entity to the Company;\n\n                    (2)  assigning additional duties to the Executive that\nsubstantially impair his ability to function as President and Chief Executive\nOfficer of the Company;\n\n                    (3)  the failure by the Company to accord to the Executive\nthe title, authority and responsibilities of President and Chief Executive\nOfficer of the Company;\n\n                    (4)  the election to the office of Chairman of the Board of\nthe Company of a person other than the Executive who is a full-time employee of\nthe Company;\n\n                                       11\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n :  PAGE&gt;\n \n                    (5)  the failure of the Executive to be elected a member of\nthe Board;\n\n                    (6)  a reduction by the Company in the Executive's Salary\nfrom that provided for in Section 2(a) of this Agreement or a reduction in the\nMaximum Bonus Potential provided for in Section 2(b) hereof, provided that\nnothing herein shall limit or affect the Board's authority and discretion to\ndetermine the actual bonus award earned by the Executive based upon the Board's\nevaluation of the Executive's performance during the applicable year;\n\n                    (7)  a requirement for the relocation of the Executive\nimposed by the Board in violation of this Agreement;\n\n                    (8)  the intentional failure of the Company, without the\nExecutive's consent, to pay to the Executive any portion of his Salary, earned\nbonus or other current compensation (if any), or to pay to the Executive any\nportion of any installment of deferred compensation under any deferred\ncompensation program of the Company, within 10 business days of the date such\ncompensation is due or to issue shares of common stock of the Company in\naccordance with the terms of stock options granted to the Executive upon valid\nexercise thereof;\n\n                    (9)  in the event that there is a successor to the Company,\nthe failure of the Company to obtain a satisfactory agreement from any such\nsuccessor to assume and to perform the obligations of the Company under this\nAgreement; or\n\n                                       12\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n                    (10) the failure of the Company to fulfill any of its other\nmaterial obligations to the Executive under this Agreement.\n\n          (e)  Termination by Executive.  The Executive may terminate his\n               ------------------------                                  \nemployment thereunder at any time by giving the Company prior written Notice of\nTermination (as defined in paragraph 3(h)), which Notice of Termination shall be\neffective not less than 30 days after it is given to the Company, provided that\nnothing in this Agreement shall require the Executive to specify a reason for\nany such termination. However, to the extent that the  procedures specified in\nparagraph 3(d) are required, the procedures of this paragraph 3(e) may not be\nused in lieu of the procedures required under paragraph 3(d).\n\n          (f)  Mutual Agreement.  This Agreement may be terminated at any time \n               ----------------\nby the mutual agreement of the parties.  Any termination of the Executive's\nemployment by mutual agreement of the parties shall be memorialized in an\nagreement reduced to writing and signed by the Executive and a duly appointed\nofficer of the Company.\n\n          (g)  Termination by Company Without Cause.  The Company may terminate\n               ------------------------------------                            \nthe Executive's employment hereunder at any time for any reason and without\nCause, and the Company shall not be required to specify a reason for such\ntermination, provided that termination of the Executive's employment by the\nCompany shall be deemed to have occurred under this paragraph 3(g) only if it is\nnot for reasons described in paragraph 3(a), 3(b), 3(c), 3(d), 3(e) or 3(f).\n\n          (h)  Notice of Termination.  Any termination of the Executive's\n               ---------------------                                     \nemployment by the Company or the Executive (other than a termination pursuant to\nparagraph 3(a) (relating to termination by death) or paragraph 3(f) (relating to\ntermination \n\n                                       13\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nby mutual agreement)) must be communicated by a written Notice of Termination to\nthe other party hereto. For purposes of this Agreement, a 'Notice of\nTermination' means a dated notice which (i) indicates the specific termination\nprovision in this Agreement relied on and (ii) sets forth in reasonable detail\nthe facts and circumstances, if any, claimed to provide a basis for termination\nof the Executive's employment under the provision so indicated.\n\n          (i)  Date of Termination.  For purposes of this Agreement, the 'Date \n               ------------------- \nof Termination' means the last day the Executive is employed by the Company;\nprovided, that (i) the Executive's employment is terminated in accordance with\nthe foregoing provisions of this paragraph 3, and (ii) in the event of\ntermination for Cause as defined in paragraph 3(c)(ii) hereof such Date of\nTermination shall not be less than two business days after the  Executive has\nreceived written notice of the intention to so terminate the Executive.\n\n     4.   Rights Upon Termination.  The Executive's right to payment and \n          -----------------------\nbenefits under this Agreement upon or for periods after his Date of Termination\nshall be determined in accordance with the following provisions of this\nparagraph 4:\n\n          (a)  Basic Payments to Executive Upon Termination For Any Reason\n               -----------------------------------------------------------\nThrough the Date of Termination.  If the Executive's Date of Termination occurs\n-------------------------------                                                \nduring the Agreement Term for any reason, the Company shall pay to the\nExecutive:\n\n               (i)  The Executive's Salary for the period through the Date of\nTermination.\n\n               (ii) An amount in respect of unused vacation days as of the Date\nof Termination, as determined in accordance with Company policy as in effect\nfrom time to time.\n\n                                       14\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n               (iii)  Except in the case of termination pursuant to paragraph\n3(c) (relating to termination of the Executive for Cause) or paragraph 3(e)\n(relating to the Executive's resignation), a pro rata bonus payment, which shall\nbe an amount equal to the product of:\n\n                      (A)  the bonus the Executive would have received for the\nCompany's fiscal year which includes his Date of Termination (determined as\nthough he remained in the employ of the Company through the end of such year and\nthat the performance levels required for the award of a target bonus to the\nExecutive were met);\n\nmultiplied by\n\n                      (B)  a fraction, the numerator of which is the number of\ndays in the fiscal year which includes the Executive's Date of Termination, but\nexcluding the days following such Date of Termination, and the denominator of\nwhich is 365.\n\n               (iv)   Any other payments or benefits to be provided to the\nExecutive by the Company pursuant to any employee benefit plans or arrangements\nadopted by the Company, to the extent such amounts are due from the Company.\nExcept as may otherwise be expressly provided to the contrary in this Agreement,\nnothing in this Agreement shall be construed as requiring the Executive to be\ntreated as employed by the Company for purposes of any employee benefit plan or\narrangement following the Executive's Date of Termination.\n\n          (b)  No Payment Obligations to the Executive After the Date of\n              ---------------------------------------------------------\nTermination in Certain Circumstances.  If the Executive's Date of Termination\n------------------------------------                                         \noccurs under \n\n                                       15\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \ncircumstances described in paragraph 3(c) (relating to termination of the\nExecutive for Cause), paragraph 3(e) (relating to the Executive's resignation)\nor paragraph 3(f) (relating to termination by mutual agreement), or if the\nExecutive's employment with the Company terminates after the end of the\nAgreement Term, then, except as otherwise expressly provided in this Agreement\nor otherwise agreed in writing between the Executive and the Company, the\nCompany shall have no obligation to make payments under this Agreement for\nperiods after the Date of Termination.\n\n          (c)  Payments to the Executive After Date of Termination in the Event\n               ----------------------------------------------------------------\nof  Death, Disability, Constructive Discharge or Termination Without Cause.  If\n--------------------------------------------------------------------------     \nthe Date of Termination occurs under circumstances described in paragraph 3(a)\n(relating to the Executive's death), paragraph 3(b) (relating to the Executive's\nbeing Disabled), paragraph 3(d) (relating to Constructive Discharge) or\nparagraph 3(g) (relating to termination by the Company without Cause), then, in\naddition to the amounts payable in accordance with paragraph 4(a), (i) the\nExecutive shall  receive from the Company for the period continuing through the\nend of the Agreement Term, but not to exceed two years, an amount equal to the\nproduct obtained by multiplying the average of the Executive's annual salary and\nannual bonus for the prior three full calendar years (regardless of whether all\nof such full calendar years occur in whole or in part during the Agreement Term)\ntimes two and (ii) the stock options held by Executive shall become fully\nvested.  The Company's obligation to make payments under this paragraph 4(c)\nshall cease immediately upon the breach by the Executive of the provisions of\nparagraph 7 or paragraph 8.\n\n          (d)  Payments in Lieu of Benefits Under Severance Agreements.  Except\n               -------------------------------------------------------         \nas may be otherwise specifically provided in an amendment of this paragraph (d)\nadopted in accordance with paragraph 13, payments under this paragraph 4 shall\nbe in lieu of any benefits that may be otherwise payable to or on behalf of the\nExecutive pursuant to the terms \n\n                                       16\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nof any severance pay arrangement of the Company or any Subsidiary or any other,\nsimilar arrangement of the Company or any Subsidiary providing benefits upon\ninvoluntary termination of employment.\n\n     5.   Duties on Termination.  Subject to the terms and conditions of this\n          ---------------------                                         \nAgreement, during the period beginning on the date of delivery of a Notice of\nTermination and ending on the Date of Termination, the Executive shall continue\nto perform his duties as set forth in this Agreement, and shall also perform\nsuch services for the Company as are necessary and appropriate for a smooth\ntransition to the Executive's successor, if any. Notwithstanding the foregoing\nprovisions of this paragraph 5, the Company may suspend the Executive from\nperforming his duties under this Agreement following (i) the delivery of a\nNotice of Termination by the Executive providing for the resignation by the\nExecutive of his positions with the Company provided for herein, or (ii)\ndelivery by the Company of a Notice of Termination providing for the Executive's\ntermination of employment for any reason, or (iii) notification to the Executive\nof the intention to terminate the Executive for Cause as defined in paragraph\n3(c)(ii); provided, however, that during the period of suspension in any of the\nforegoing cases (which shall in each such case end on the Date of Termination),\nthe Executive shall continue to be treated as employed by the Company for all\nother purposes, and his rights to compensation or benefits shall not be reduced\nby reason of the suspension.\n\n     6.   Mitigation and Set-Off.  The Executive shall not be required to\n          ----------------------                                         \nmitigate the amount of any payment provided for in this Agreement by seeking\nother employment or otherwise.  The Company shall not be entitled to set off\nagainst the amounts payable to the Executive under this Agreement any amounts\nowed to the Company by the Executive, any amounts earned by the Executive in\nother employment after termination of his employment with the Company, or any\namounts which might have been earned by the Executive in other employment had he\nsought such other employment.\n\n                                       17\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n     7.   Confidential Information.  Except as may be required by the lawful\n          ------------------------                                          \norder of a court or agency of competent jurisdiction, or except to the extent\nthat the Executive has express authorization from the Company, the Executive\nagrees, both while he is employed by the Company and thereafter, to keep secret\nand confidential all non-public information (including, without limitation,\ninformation regarding litigation and pending litigation) concerning the Company\nand the Subsidiaries which was acquired by or disclosed to the Executive during\nthe course of his employment with the Company, or during the course of his\nconsultation with the Company following his termination of employment\n(regardless of whether consultation is pursuant to paragraph 9), and not to\ndisclose the same, either directly or indirectly, to any other person, firm or\nbusiness entity, or to use it in any way.  The Executive agrees that, to the\nextent that any court or agency seeks to have him disclose Confidential\nInformation, the Executive shall promptly inform the Company and shall take such\nreasonable steps as are available to the Executive to prevent disclosure of such\nConfidential Information until the Company has been informed of such requested\ndisclosure, and the Company has an opportunity to respond to such court or\nagency; provided, that the Executive shall not be required hereby to do so if\nand to the extent that the Executive would thereby incur personal financial or\nother risk.  To the extent that the Executive obtains information on behalf of\nthe Company or any of the Subsidiaries that may be subject to attorney-client\nprivilege as to the Company's or any Subsidiary's attorneys, the Executive shall\ntake reasonable steps to maintain the confidentiality of such information and to\npreserve such privilege.  Nothing in the foregoing provisions of this paragraph\n7 shall be construed so as to prevent the Executive from using, in connection\nwith his employment for himself or an employer other than the Company or any of\nthe Subsidiaries, knowledge which was acquired by him during the course of his\nemployment with the Company and the Subsidiaries that is generally known to\npersons of his experience in other companies in the same industry. Nothing in\nthis paragraph 7 or in paragraph 8 shall be construed as limiting the\nExecutive's \n\n                                       18\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nduty of loyalty to the Company while he is employed by the Company, or any other\nduty he may otherwise have to the Company while he is employed by the Company or\nthereafter.\n\n     8.   Non-Disparagement.  The Executive agrees that both while he is\n          -----------------                                             \nemployed by the Company and after the Date of Termination he shall not make any\nfalse, defamatory or disparaging statements about the Company, the Subsidiaries,\nor the officers or directors of the Company or the Subsidiaries.  Both while the\nExecutive is employed by the Company and after his Date of Termination, the\nCompany agrees, on behalf of itself and the Subsidiaries, that neither the\nofficers nor the directors of the Company or the Subsidiaries shall make any\nfalse, defamatory or disparaging statements about the Executive.\n\n     9.   Defense of Claims.  The Executive agrees that, for the period \n          -----------------\nbeginning on the Effective Date and continuing after his Date of Termination,\nthe Executive will cooperate with the Company in defense of any claims that may\nbe made against the Company, and will cooperate with the Company in the\nprosecution of any claims that may be made by the Company, to the extent that\nsuch claims may relate to services performed by the Executive for the Company.\nThe Executive agrees promptly to inform the Company if he becomes aware of any\nlawsuits involving such claims that may be filed against the Company. The\nCompany agrees to reimburse the Executive for all of the Executive's reasonable\nout-of-pocket expenses associated with such cooperation, including travel\nexpenses. The Executive also agrees promptly to inform the Company if he is\nasked to assist in any investigation of the Company (or its actions) that may\nrelate to services performed by the Executive for the Company, regardless of\nwhether a lawsuit has then been filed against the Company with respect to such\ninvestigation.\n\n                                       19\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n     10.  Lump Sum Payment to Executive in the Event of a Change of Control.  In\n          -----------------------------------------------------------------     \nthe event that a Change of Control (as defined in paragraph 10(c) hereof) occurs\nduring the Agreement Term, while the Executive is employed by the Company:\n\n          (a)  If, within twelve months after the occurrence of the Change of\nControl, the Executive's employment by the Company or its successor is\nterminated  pursuant to paragraph 3(d) (relating to Constructive Discharge) or\nparagraph 3(g) (relating to termination by the Company without Cause), then (i)\nthe Executive shall be entitled to receive from the Company or such successor,\nin lieu of, and not in addition to, the amounts otherwise payable to the\nExecutive pursuant to paragraph 4(c) hereof, a lump sum payment in an amount\nwhich is equal to three times the 'base amount' in  respect of the Executive as\ndefined in section 280G of the Internal Revenue Code of 1986, as amended (the\n'Code'), or any successor to that  provision and (ii) the stock options held by\nExecutive at that time shall become fully vested in such event.\n\n          (b)  If any payments under this Agreement, after taking into account\nall other  payments to which the Executive is entitled from the Company, or any\naffiliate thereof, are more likely than not to result in a loss of a deduction\nto the Company by reason of Section 280G of the Code or any successor provision\nto that section, such payments shall be reduced to the extent required to avoid\nsuch loss of deduction.  The Executive shall be entitled to select the order in\nwhich payments are to be reduced in accordance with the preceding sentence.  If\nrequested by the Company, the Executive shall provide complete compensation and\ntax data on a timely basis to the Company and to an accounting or law firm\ndesignated by the Company in order to enable the Company to determine the extent\nto which payments from the Company and its affiliates may result in a loss of a\ndeduction.  If the Executive incurs fees or costs in accumulating such\ninformation, the Company shall reimburse the Executive for any reasonable fees\nand expenses so incurred.  If the Executive \n\n                                       20\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nand the Company disagree as to whether a payment under this Agreement is more\nlikely than not to result in the loss of a deduction, the matter shall be\nresolved by an opinion of tax counsel chosen by the Company's independent\nauditors. The Company shall pay the fees and expenses of such counsel, and shall\nmake available such information as may be reasonably requested by such counsel\nto prepare the opinion. If, by reason of the limitations of this paragraph\n10(b), the maximum amount payable to the Executive cannot be determined prior to\nthe due date for such payment, the Company shall pay on the due date the minimum\namount which it in good faith determines to be payable and shall pay the\nremaining amount, with interest at a rate, compounded semi-annually, equal to\n120% of the applicable Federal rate determined under section 1274(d) of the\nCode, as soon as such remaining amount is determined in accordance with this\nparagraph 10(b).\n\n          (c)  A 'Change of Control' of the Company shall be deemed to have\noccurred upon the happening of any of the following events:\n\n               (1)  the acquisition or holding, other than in or as a result of\na transaction approved by the Continuing Directors (as defined in paragraph (b)\nbelow) of the Company, by any individual, entity or group (within the meaning of\nSection 13(d)(3) or 14(d)(2) of the Exchange Act) (an 'Acquiror') of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)\nof 25% or more of the combined voting power of the then outstanding shares of\ncommon stock and other stock of the Company entitled to vote generally in the\nelection of directors, but excluding for this purpose: (i) any such acquisition\n(or holding) by (i) the California Public Employees' Retirement System\n('CalPERS'), (ii) an Acquiror if CalPERS is the beneficial owner of shares\nhaving a greater percentage of such combined voting power than the shares held\nby such Acquiror, (iii) the Company or any of its Subsidiaries, or any employee\nbenefit plan (or related trust) of the Company or such Subsidiaries, or (iv) any\ncorporation with respect to which, following such\n\n                                       21\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nacquisition, more than 50% of, respectively, the then outstanding shares of\ncommon stock of such corporation and the combined voting power of the then\noutstanding voting securities of such corporation entitled to vote generally in\nthe election of directors is then beneficially owned, directly or indirectly, by\nall or substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the common stock and other voting securities of the\nCompany immediately prior to such acquisition in substantially the same\nproportion as their ownership, immediately prior to such acquisition, of the\nthen outstanding shares of common stock of the Company and of the combined\nvoting power of the then outstanding voting securities of the Company entitled\nto vote generally in the election of directors;\n\n          (2)  individuals who, as of the date hereof, constitute the Board (the\n'Continuing Directors') cease for any reason to constitute at least a majority\nof the Board, provided that any individual becoming a director subsequent to the\ndate hereof whose election, or nomination for election by the Company's\nstockholders, was approved by a vote of at least a majority of the persons then\ncomprising the Continuing Directors shall be considered a Continuing Director,\nbut excluding, for this purpose, any such individual whose initial election as a\nmember of the Board is in connection with an actual or threatened 'election\ncontest' relating to the election of the directors of the Company (as such term\nis used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or\n\n          (3)  approval by the Company's stockholders of (i) a reorganization,\nmerger or consolidation of the Company with respect to which in each case all or\nsubstantially all of the individuals and entities who were the respective\nbeneficial owners of the common stock and voting securities of the Company\nimmediately prior to such reorganization, merger or consolidation do not,\nfollowing such reorganization, merger or consolidation, beneficially own,\ndirectly and indirectly, more than 50% of, respectively, the \n\n                                       22\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nthen outstanding shares of common stock and the combined voting power of the\nthen outstanding voting securities entitled to vote generally in the election of\ndirectors, of the corporation or other entity resulting from such\nreorganization, merger or consolidation, or (ii) of a complete liquidation or\ndissolution of the Company, or (iii) the sale or other disposition of all or\nsubstantially all of the assets of the Company.\n\n     11.  Remedies.  The Executive acknowledges that the Company would be\n          --------                                                       \nirreparably injured by a violation of paragraph 7 or 8, and agrees that the\nCompany, in addition to any other remedies available to it for such breach or\nthreatened breach, shall be entitled to a preliminary injunction, temporary\nrestraining order, or other equivalent relief, restraining the Executive from\nany actual or threatened breach of paragraph 7 or paragraph 8.  If a bond is\nrequired to be posted in order for the Company to secure an injunction or other\nequitable remedy, the parties agree that said bond need not be more than a\nnominal sum.\n\n     12.  Nonalienation.  The interests of the Executive under this Agreement\n          -------------                                                      \nare not subject in any manner to anticipation, alienation, sale, transfer,\nassignment, pledge, encumbrance, attachment, or garnishment by creditors of the\nExecutive or the Executive's beneficiary.\n\n     13.  Amendment; Other.  This Agreement may be amended or cancelled only by\n          ----------------                                             \nmutual agreement of the parties in writing and may be amended without the\nconsent of any other person. So long as the Executive lives, no person, other\nthan the parties hereto, shall have any rights under or interest in this\nAgreement or the subject matter hereof. All judgments made and actions taken by\nthe parties to this Agreement shall be made or taken, as the case may be, in\ngood faith.\n\n                                       23\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n     14.  Applicable Law.  The provisions of this Agreement shall be construed\n          --------------                                                      \nin accordance with the laws of the State of California without regard to the\nconflict of law provisions of any state.\n\n     15.  Severability.  The invalidity or unenforceability of any provision of\n          ------------                                                         \nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement, and this Agreement shall be construed as if such\ninvalid or unenforceable provision were omitted (but only to the extent that\nsuch provision cannot be appropriately reformed or modified).\n\n     16.  Waiver of Breach.  No waiver by any party hereto of a breach of any\n          ----------------                                                   \nprovision of this Agreement by any other party, or of compliance with any\ncondition or provision of this Agreement to be performed by such other party,\nshall operate or be construed as a waiver of any subsequent breach by such other\nparty or any similar or dissimilar provisions and conditions at the same or any\nprior or subsequent time.  The failure of any party hereto to take any action by\nreason of such breach shall not deprive such party of the right to take action\nat any time while such breach continues.\n\n     17.  Successors.  This Agreement shall be binding upon, and inure to the\n          ----------                                                         \nbenefit of, the Company and its successors and assigns and upon any person\nacquiring, whether by merger, consolidation, purchase of assets or otherwise,\nall or substantially all of the Company's assets and business.  The rights of\nthe Executive to receive payment of amounts of compensation provided for in this\nAgreement shall inure to the benefit of, and may be enforced by, the Executive's\nestate in the event of his death.\n\n     18.  Notices.  Notices and all other communications provided for in this\n          -------                                                            \nAgreement shall be in writing and shall be delivered personally or sent by\nregistered or \n\n                                       24\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \ncertified mail, return receipt requested, postage prepaid, or sent by facsimile\nor prepaid overnight courier to the parties at the addresses set forth below (or\nat such other addresses as shall be specified by the parties by like notice).\nSuch notices, demands, claims and other communications shall be deemed given:\n(i) in the case of delivery by overnight service with guaranteed next day\ndelivery, such next day or the day designated for delivery; (ii) in the case of\ncertified or registered U.S. mail, five days after depositing the U.S. mail; or\n(iii) in the case of facsimile, the date upon which the transmitting party\nreceived confirmation of receipt by facsimile, telephone or otherwise; provided,\nhowever, that in no event shall any such communications be deemed to be given\nlater than the date they are actually received. Communications that are to be\ndelivered by the U.S. mail or by overnight service are to be delivered to the\naddresses set forth below:\n\n     to the Company:     Catellus Development Corporation\n                         201 Mission Street, 3rd Floor\n                         San Francisco, California 94105\n                         Attention:  General Counsel\n\n     to the Executive:   Nelson C. Rising\n                         435 Georgian Road\n                         La Canada, California 91011\n\nEach party, by written notice furnished to the other party, may modify the\napplicable delivery address, except that notice of change of address shall be\neffective only upon receipt.\n\n     19.  Arbitration of All Disputes.  Any controversy or claim arising out of\n          ---------------------------                                          \nor relating to this Agreement (or the breach thereof) shall be settled by\nbinding and non-appealable arbitration in San Francisco, California by an\narbitrator.  The Executive and the \n\n                                       25\n\n \nCompany shall initially confer and attempt to reach agreement on the individual\nto be appointed as such arbitrator. If no agreement is reached, the parties\nshall request from the San Francisco office of JAMS\/Endispute, Inc. ('JAMS') a\nlist of five retired judges affiliated with JAMS. The Executive and the Company\nshall each alternately strike names from such list until only one name remains\nand such person shall thereby be selected as the arbitrator. Except as otherwise\nprovided for herein, such arbitration shall be conducted in conformity with the\nprocedures specified in the California Arbitration Act (Cal. C.C.P. (S)(S)1280et\nseq.) The arbitrator shall not be authorized to award punitive damages with\nrespect to any claim, disputes or controversy. The parties intend that this\nparagraph 19 shall be valid, binding, enforceable and irrevocable and shall\nsurvive the termination of this Agreement and that any arbitration proceeding\nhereunder shall be concluded within 60 days after the initiation thereof. The\nCompany and the Executive shall jointly so instruct the Arbitrator chosen to\narbitrate any dispute arising hereunder and agree that the criteria used by them\nto select such arbitrator shall include his or her availability to act\nexpeditiously within not more than the 60-day period referred to herein. The\nparties hereto agree that the final decisions of the arbitrator so chosen may be\nenforced by a court of competent jurisdiction.\n\n     20.  Costs of Enforcement.  In the event any legal action is brought or\n          --------------------                                              \nthat arbitration is commenced in connection with any dispute relating to the\nrights and obligations of the parties hereunder the prevailing party or parties\nshall be entitled to recover reasonable attorneys' fees and other costs incurred\nin such action or proceeding in addition to any other relief to which such party\nmay be entitled.\n\n     21.  Survival of Agreement.  Except as otherwise expressly provided in this\n          ---------------------                                                 \nAgreement, the rights and obligations of the parties to this Agreement shall\nsurvive the termination of the Executive's employment with the Company.\n\n                                       26\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \n     22.  Title and Headings.  Titles and headings in this Agreement are for\n          ------------------                                                \nease of reference and convenience only, and shall not be construed to affect the\nmeaning of any provision of this Agreement.\n\n     23.  Enforceability.  Except as otherwise noted herein, the enforceability\n          --------------                                                       \nof this Agreement shall not cease or otherwise be adversely affected by the\ntermination of the Executive's employment with the Company.\n\n     24.  Indemnity.  To the fullest extent permitted by applicable law and the\n          ---------                                                            \nbylaws of the Company as from time to time in effect, the Company shall\nindemnify the Executive and hold the Executive harmless against and from any\nacts or decisions made in good faith while performing services for the Company,\nand the Company shall use its best efforts to obtain coverage for the Executive\nunder any liability insurance policy or policies now in force or hereafter\nobtained during the term of this Agreement.  To the same extent, the Company\nwill, upon receipt of such undertaking from the Executive as may be required by\napplicable law, pay as incurred all expenses, including reasonable attorneys'\nfees and costs of court approved settlements, actually and reasonably incurred\nby the Executive in connection with defense of or settlement of any action, suit\nor proceeding and in connection with any appeal thereon, which has been brought\nagainst the Executive by reason of the Executive's service as an officer or\nagent of the Company or of a Subsidiary.\n\n     25.  Acknowledgment by Executive.  The Executive represents to the Company\n          ---------------------------                                          \nthat he is knowledgeable and sophisticated as to business matters, including the\nsubject matter of this Agreement, that he has read this Agreement and that he\nunderstands its terms.  The Executive acknowledges that, prior to assenting to\nterms the terms of this Agreement, he has been given a reasonable time to review\nit, to consult with counsel of his choice, and to negotiate at arm's-length with\nthe Company as to its contents.  The Executive and the Company agree that the\nlanguage used in this Agreement is the language chosen by the \n\n                                       27\nINITIALS:______\/___\/___\n          WMK   LDM NCR \n\n \nparties to express their mutual intent, and that no rule of strict construction\nis to be applied against any party hereto.\n\n     25.  Effect on Prior Agreement.  Upon the execution of this Agreement, the\n          -------------------------                                            \nPrior Agreement shall be deemed terminated and of no further force or effect\n(except to the extent contemplated by the final sentence of Section 2(b))\nwithout any consequence to the Executive or the Company of any kind, and the\nPrior Agreement shall be deemed superseded and replaced for all purposes by this\nAgreement.\n\n     IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the\nCompany has caused these presents to be executed in its name and on its behalf,\nall as of the Effective Date.\n\nCATELLUS DEVELOPMENT\n  CORPORATION\n\nBy: \/s\/ William M. Kahane                  \/s\/ Nelson C. Rising\n    ----------------------                 ----------------------\n    William M. Kahane                      NELSON C. RISING\n    Chairman of the Board\n\nDate of Execution: November 20,1999        Date of Execution:  11\/24\/99\n                   ----------------                           -----------------\n\nBy: \/s\/ Leslie D. Michelson\n    -------------------------\n    Leslie D. Michelson\n    Chairman of the Compensation\n    Committee of the\n    Board of Directors\n\nDate of Execution:  11\/23\/99\n                   -----------------\n\n                                       28\n\n \n                                   Exhibit A\n                              Benefits Memorandum\n                              -------------------\n\n.    Reimbursement of all business expenses consistent with the Company's\n     expense reimbursement policies and the Company's practices under the Prior\n     Agreement and in accordance with such policies as may be approved from time\n     to time by the Board\n\n.    Medical Insurance\n\n     .    Choice of Prudential (Point of Service) or Prudential HMO\n\n.    Dental Insurance\n\n     .    Phoenix Home Life\n\n.    Short-Term\/Long-Term Disability Insurance\n\n.    Life Insurance\n\n     .    $15 million of life insurance for Executive (Supplemental also\n          available for family members)\n\n.    Club Memberships - Monthly fees for membership in one golf club and three\n     luncheon clubs in California\n\n                                      \n\n \n                                   Exhibit B\n\n                            Description of the SERP\n\n     The SERP shall provide that, upon the termination of the Executive's\nemployment for any reason (or, if the Executive continues to be employed by the\nCompany after the expiration of the Agreement Term, upon the expiration of the\nAgreement Term), the Company will purchase an annuity structured to provide the\nExecutive with a retirement benefit as described below; provided, however, that\nin no event shall the Company be obligated to pay more for such annuity than the\namount equal to $1,000,000 times the number of full calendar years during which\nthe Executive is employed by the Company during the Agreement Term.  The annuity\nto be purchased by the Company will be structured to (i) pay to the Executive,\nduring his lifetime, an amount equal to a percentage of the average total cash\ncompensation which he received for the three full calendar years completed prior\nto the termination of his employment, which percentage shall be equal to 5%\ntimes the number of full calendar years during which the Executive is employed\nby the Company during the Agreement Term and (ii) pay to the Executive's wife\nafter the Executive's death, if she survives him, for her lifetime, an amount\nequal to one-half of the annual amount which would have been payable to the\nExecutive.  (In computing the Executive's cash compensation for any year, his\nannual bonus for such year will be included in the compensation for the calendar\nyear for which such bonus was earned, regardless of when such bonus is actually\npaid.)\n\n     By way of example, the SERP shall provide that, if the Executive were to\nresign effective October 31, 2004 (i.e., after completing four full calendar\nyears of employment during the Agreement Term) the Company would be obligated to\npurchase an annuity providing for annual payments equal to 20% (i.e., 4 x 5%) of\nthe average of the Executive's cash compensation for the calendar years 2001,\n2002 and 2003 (including the respective annual bonuses earned for such years,\nregardless of when such bonuses are paid), provided \n\n                                       \n\n \nthat such an annuity can be purchased for $4,000,000 or less. If such an annuity\ncannot be purchased for $4,000,000 or less, the annuity would provide for the\nmaximum lifetime benefits to the Executive and his wife (in the relative amounts\nand for the periods described above) which could be purchased for $4,000,000 and\nthe Executive and his wife would be entitled to receive only such benefits as\nare provided pursuant to such annuity. As a further example, if the Executive\nwere to die in November 2002, the Company would required to purchase an annuity\nproviding for payments to the Executive's wife for her lifetime equal to 5% of\nthe average of the Executive's cash compensation for the calendar years 1999,\n2000 and 2001 (i.e., the Executive would have been completed two full calendar\nyears of employment during the Agreement Term, the calendar years 2000 and 2001,\nand thus be entitled to an annuity providing for payments equal to 10% of his\naverage cash compensation for 1999, 2000 and 2001, and the Executive's wife\nwould be entitled to receive payments equal to 50% of the Executive's payments).\nIn this example, to the extent such an annuity cannot be purchased for\n$2,000,000 or less, an annuity providing for the largest fixed annual payments\nto the Executive's wife during her lifetime as can be purchased for $2,000,000\nwould be purchased and the Executive's wife would be entitled to receive only\nsuch payments.\n\n     The selection of the annuity product shall in all cases be made by the\nCompany, provided that the issuer of such annuity shall be a company with the\nhighest available credit rating.  The foregoing notwithstanding, the Company\nshall have the right to (i) purchase annuities prior to the termination of the\nExecutive's employment from time to time during the Agreement Term to fund all\nor any part of the benefits described above, (ii) self-fund such benefits, or\n(iii) otherwise provide for the funding of such benefits with other kinds of\ninsurance products or other financial instruments.\n\n                                      \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7030],"corporate_contracts_industries":[9488],"corporate_contracts_types":[9539,9544],"class_list":["post-39024","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-catellus-development-corp","corporate_contracts_industries-real__operators","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39024","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39024"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39024"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39024"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39024"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}