{"id":39025,"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-c4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-catellus-development-corp-and-nelson-c4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-catellus-development-corp-and-nelson-c4.html","title":{"rendered":"Employment Agreement &#8211; Catellus Development Corp. and Nelson C. Rising"},"content":{"rendered":"<pre> \n                        CATELLUS DEVELOPMENT CORPORATION\n                        --------------------------------\n\n\n\n                              Employment Agreement\n\n\n                                      with\n\n\n\n                                NELSON C. RISING\n                                ----------------\n\n\n\n                                                   July 27, 1994\n\n \n                               TABLE OF CONTENTS\n \n                                                   Page\n                                                   ----\n                                               \n1.   Performance of Services......................   1\n     (a)      Position............................   1\n     (b)      Commitment..........................   2\n     (c)      Authority...........................   2\n     (d)      Annual Performance Review...........   3\n     (e)      Relocation..........................   3\n     (f)      Disability..........................   3\n     (g)      Agreement Term and Transition Period   4\n     (h)      Subsidiary..........................   4\n\n2.   Compensation.................................   4\n     (a)      Salary..............................   4\n     (b)      Bonus...............................   4\n     (c)      Stock Options.......................   5\n     (d)      Disability..........................   5\n     (e)      Vacation............................   5\n     (f)      Benefits and Perquisites............   5\n     (g)      Expenses............................   5\n\n3.   Termination..................................   6\n     (a)      Death...............................   6\n     (b)      Permanently Disabled................   6\n     (c)      Cause...............................   6\n     (d)      Constructive Discharge..............   7\n     (e)      Termination by Executive............   8\n     (f)      Mutual Agreement....................   8\n     (g)      Termination by Company Without Cause   8\n     (h)      Notice of Termination...............   9\n     (i)      Date of Termination.................   9\n\n4.   Rights Upon Termination......................   9\n\n5.   Duties on Termination........................  11\n\n6.   Mitigation and Set-Off.......................  11\n\n7.   Confidential Information.....................  12\n\n8.   Non-Disparagement............................  12\n\n9.   Defense of Claims............................  13\n\n10.  Change of Control............................  13\n \n11.  Remedies.....................................  16\n \n12.  Nonalienation................................  16\n \n\n\n                                       i\n\n \n\n<font size=\"2\">\n                                  \n13.  Amendment; Other................  16\n \n14.  Applicable Law..................  16\n \n15.  Severability....................  16\n\n16.  Waiver of Breach................  17\n\n17.  Successors......................  17\n\n18.  Notices.........................  17\n\n19.  Arbitration of All Disputes.....  18\n\n20.  Costs of Enforcement............  18\n \n21.  Survival of Agreement...........  19\n \n22.  Title and Headings..............  19\n \n23.  Enforceability..................  19\n \n24.  Indemnity.......................  19\n \n25.  Payment of Fees For Counsel \n      and Fees for Compensation\n      Consulting Firm................  19\n \n26.  Acknowledgment by Executive.....  19\n \nExhibit A Stock Option Awards to \n Executive...........................  21\n<\/font>\n\n                                       ii\n\n\n \n                              EMPLOYMENT AGREEMENT\n                              --------------------\n\n\n          THIS EMPLOYMENT AGREEMENT ('Agreement'), made and entered into as of\nJuly 27, 1994 (the 'Effective Date'), by and between Nelson C. Rising (the\n     ---                                                                  \n'Executive') and Catellus Development Corporation, a Delaware corporation having\nits principal executive offices in San Francisco, California (the 'Company');\n\n                                WITNESSETH THAT:\n                                --------------- \n\n     WHEREAS, the Company is engaged in the business of developing, managing and\nmarketing commercial, industrial and other real estate; and\n\n     WHEREAS, the Executive has substantial experience and expertise in the\nfield of real estate development; and\n\n     WHEREAS, the Company desires to secure the services of the Executive as\nPresident and Chief Executive Officer of the Company and the Executive desires\nto perform such services for the Company on the terms and conditions hereinafter\nset forth;\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(a)  Position.  Subject to the terms of this Agreement, the Company hereby\n     --------                                                             \n     agrees to employ the Executive as the President and Chief Executive Officer\n     of the Company and each of its principal Subsidiaries during the Agreement\n     Term (both as defined below), and the Executive hereby agrees to accept and\n     remain in such employment during the Agreement Term.  The parties hereto\n     contemplate that during the initial portion of the Agreement Term (defined\n     below as the 'Transition Period') the Executive will find it necessary to\n     devote substantial portions of his personal time to disengaging from his\n     current business activities and will therefore be employed by the Company\n     on a reduced time basis as its President, rather than as the President and\n     Chief Executive Officer of the Company.  Accordingly, the Executive has\n     been elected, effective as of the Effective Date of this Agreement, as the\n     President of the Company and as a member the Board of Directors of the\n     Company (the 'Board') and has also been elected, such election to become\n     effective as of September 15, 1994, as the President and Chief Executive\n     Officer of the Company, in each case by action of the Board.  During the\n     Agreement Term, while the Executive is employed by the Company, the Board\n     shall use\n\n                                       \n\n \n     its best efforts to cause the Executive to continue to be elected as a\n     member of the Board.\n\n(b)  Commitment.  At all times during the Agreement Term after the Transition\n     ----------                                                              \n     Period, while the Executive is employed by the Company, the Executive shall\n     devote his full time, energies and talents to serving as the President and\n     Chief Executive Officer of the Company.  Notwithstanding the foregoing, the\n     Executive may devote reasonable time to activities other than those\n     required under this Agreement, including the supervision of his personal\n     investments and activities involving professional, charitable, educational,\n     religious and similar types of organizations, speaking engagements,\n     membership on the boards of directors of other organizations, and similar\n     activities (including, without limitation, serving as the Chair of the\n     Central City Association (a Los Angeles non-profit organization) and Chair\n     of the Los Angeles Development Reform Commission, provided that service as\n     chair of both such organizations shall terminate on or before December 31,\n     1994), to the extent that such other activities do not in the judgment of\n     the Board inhibit the performance of the Executive's duties under this\n     Agreement, or conflict with the business of the Company or any Subsidiary;\n     provided, however, that the Executive shall not serve on the board of\n     --------  -------                                                    \n     directors of any business, or hold any other position with any business\n     without the consent of the Board.  The Company hereby consents to the\n     Executive retaining his ownership interest in Maguire\/Thomas Partners\n     Master Investments, a California limited partnership, which holds interests\n     in various Maguire\/Thomas projects, and certain other business positions or\n     interests, all as described in a separate letter of even date herewith and\n     identified by reference hereto.\n\n(c)  Authority.  The Executive shall have the responsibility and authority for\n     ---------                                                                \n     the overall conduct of the business of the Company and the Subsidiaries,\n     including responsibility for the management and operation of those\n     entities, and such additional responsibilities, powers and duties,\n     consistent with the foregoing, as the Board, and the respective boards of\n     directors of each of the Subsidiaries of which the Executive shall be an\n     officer, may from time to time prescribe.  In the performance of his\n     duties, the Executive shall only be required to report to the Board as a\n     whole and not to the Chair thereof and, with respect to his positions as an\n     officer of Subsidiaries of the Company, the separate boards of directors of\n     each such Subsidiary.  The Executive shall perform his duties faithfully\n     and efficiently, subject to the overall policies and directions of the\n     Board and such other respective boards of directors.  The Company agrees\n     that the duties which may be assigned to the Executive shall be the usual\n     and customary duties of the offices to which he\n\n                                       2\n\n \n     may from time to time be elected and shall not be inconsistent with the\n     provisions of the charter documents of the Company or applicable law (both\n     as in effect from time to time).  After the Transition Period, the\n     Executive shall not, without his consent, be assigned tasks that would be\n     inconsistent with those of the President and Chief Executive Officer of the\n     Company.  The Executive shall have the corporate authority that shall\n     reasonably be required to enable the discharge of duties in any of the\n     offices that he may hold.  The Executive, as President and Chief Executive\n     Officer of the Company, shall be the senior executive, 'leader' and\n     spokesperson for the Company, and he will use his best efforts to work in\n     'partnership' with the Chair of the Board, which position is, under current\n     Board policy and unless the Board otherwise determines, to be held by a\n     person other than the person serving as the President and Chief Executive\n     Officer, and shall not, in the event the current Board policy is changed,\n     be held by any full-time employee of the Company other than the Executive.\n\n(d)  Annual Performance Review.  The Board shall review the performance by the\n     -------------------------                                                \n     Executive of his responsibilities as President and Chief Executive Officer\n     of the Company (which review shall be separate from reviews conducted for\n     purposes of determining annual bonus awards) no less frequently than\n     annually and shall communicate the Board's assessment of such performance\n     to the Executive on or before July 1 of each year, commencing July 1, 1995.\n\n(e)  Relocation.  In connection with his employment hereunder, and subject to\n     ----------                                                              \n     the following provisions of this paragraph 1(e), the Executive shall not be\n     required, without his prior written consent, to relocate the Company\n     headquarters or to be based anywhere other than within 50 miles from the\n     site of the current headquarters of the Company.  In lieu of reimbursement\n     by the Company of separate relocation costs of the Executive, the Company\n     shall make a single payment of $175,000 to the Executive within ten days\n     from the date of execution of this Agreement.\n\n(f)  Disability.  The Executive shall not be required to perform services under\n     ----------                                                                \n     this Agreement during any period that he is Disabled.  The Executive shall\n     be considered 'Disabled' during any period in which he has a physical or\n     mental disability which renders him incapable, after reasonable\n     accommodation, of performing his duties under this Agreement.  In the event\n     of a dispute as to whether the Executive is Disabled, the Company may refer\n     the same to a licensed practicing physician of the Company's choice, and\n     the Executive agrees to submit to such tests and examinations as such\n     physician shall deem appropriate.\n\n                                       3\n\n \n(g)  Agreement Term and Transition Period.  For purposes of this Agreement, the\n     ------------------------------------                                      \n     term 'Agreement Term' means the period beginning on the Effective Date and\n     ending on December 31, 1997, and the term 'Transition Period' means the\n     period beginning on the Effective Date and ending on September 15, 1994.\n\n(h)  Subsidiary.  For purposes of this Agreement, the term 'Subsidiary' means\n     ----------                                                              \n     any corporation, partnership, joint venture or other entity during any\n     period in which more than a fifty percent interest in such entity is owned,\n     directly or indirectly, by the Company (or a successor to the Company),\n     except to the extent that the Company is unable, whether by contractual\n     restriction or otherwise, to exercise control over any such entity.\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.  The Executive shall receive, in substantially equal monthly or\n     ------                                                                 \n     more frequent installments, a base salary at an annual rate of $350,000\n     ('Salary'); provided, however, that during the Transition Period, the\n                 --------  -------                                        \n     Executive's Salary shall be at a monthly rate of $20,000.\n\n(b)  Bonus.  The Executive shall be entitled to receive annual bonuses from the\n     -----                                                                     \n     Company in accordance with an annual bonus plan for the Executive and other\n     members of the senior management of the Company (the 'Program'), with an\n     annual target bonus for the Executive equal to 50% of Salary and a maximum\n     bonus opportunity of 75% of Salary through December 31, 1995; provided,\n                                                                   -------- \n     however, that the Executive shall receive (i) a guaranteed bonus of $51,000\n     -------                                                                    \n     for the period of his service from September 15, 1994 through December 31,\n     1994, such $51,000 bonus to be payable on or before February 15, 1995, and\n     (ii) a guaranteed target bonus of $175,000 for the period of his service\n     from January 1, 1995 through December 31, 1995, such bonus to be payable on\n     or before February 15, 1996 and to be subject to increase to a maximum of\n     $262,000 if maximum performance standards are attained by the Executive.\n     On or before November 30, 1994, the Board shall establish performance\n     objectives for the Executive, including objectives for maximum bonus awards\n     to the Executive under the Program for the year 1995, which objectives\n     shall, in view of the limited period of the Executive's performance as of\n     such point, be qualitative rather than quantitative in nature.  For each of\n     the years 1996 and 1997, the Board shall establish performance objectives\n     for the Executive and the determination of his bonus awards under the\n     Program, which objectives may include both individual and corporate\n     objectives and may include both qualitative and quantitative standards, on\n     or before\n\n                                       4\n\n \n     November 30 of the preceding year.  No bonuses shall be guaranteed for\n     either of the years 1996 and 1997, but the Executive's annual target bonus\n     for each of such years shall be equal to 50% of the Executive's then Salary\n     and the maximum bonus opportunity for each of such years shall be equal to\n     100% of the Executive's then Salary.\n\n(c)  Stock Options.  The Executive shall be awarded options to purchase stock of\n     --------------                                                             \n     the Company in accordance with the provisions of the Company's existing\n     Amended and Restated Executive Stock Option Plan and Exhibit A hereto,\n     which grants of stock options shall be effective as of the Effective Date\n     hereof.\n\n(d)  Disability.  The Executive shall receive from the Company disability income\n     ----------                                                                 \n     replacement coverage which will provide for replacement of income, to the\n     extent available at a commercially reasonable rate of premiums, during any\n     period in which the Executive is Disabled if the disability arose during\n     the Agreement Term and prior to the Executive's Date of Termination.\n     During any period while the Executive is Disabled, and is otherwise\n     entitled to receive Salary under this Agreement, any Salary payments to the\n     Executive shall be reduced by the amount of any benefits paid for the same\n     period of time pursuant to such disability income replacement coverage.\n\n(e)  Vacation.  The Executive shall be entitled to four weeks paid vacation per\n     ---------                                                                 \n     year.  The Executive shall be entitled to take such vacation at such time\n     or times (without regard to the accrual thereof) as he shall choose during\n     the first year of the Agreement Term and within each year thereafter, but\n     for purposes of calculation of amounts payable pursuant to Section 4(a)(ii)\n     hereof, such vacation entitlement shall accrue solely in accordance with\n     the terms of the Company's vacation policy for executive officers generally\n     as in effect from time to time.\n\n(f)  Benefits and Perquisites.  The Executive shall be entitled to receive\n     -------------------------                                            \n     benefits to such extent as, and on terms no less favorable to the Executive\n     than, those benefits provided by the Company from time to time to the\n     Company's other senior management employees and consistent with the\n     separate memorandum (the 'Benefits Memorandum') provided to the Executive\n     concurrently herewith and identified by reference to this paragraph 2(f).\n     The Executive shall also be entitled to receive the perquisites that are\n     set forth in the Benefits Memorandum.\n\n(g)  Expenses.  The Executive shall be authorized to incur reasonable expenses\n     --------                                                                 \n     for entertainment, travel, meals, lodging and similar items in the conduct\n     of the Company's\n\n                                       5\n\n \n     business.  The Company shall reimburse the Executive for all reasonable\n     expenses so incurred.\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(g):\n\n(a)  Death.  The Executive's employment hereunder will terminate upon his death.\n     -----                                                                      \n\n(b)  Permanently Disabled.  The Company may terminate the Executive's employment\n     --------------------                                                       \n     with the Company during any period in which the Executive is Permanently\n     Disabled.  The Executive shall be considered 'Permanently Disabled' during\n     any period in which (i) he has a physical or mental disability which\n     renders him incapable, after reasonable accommodation, of performing his\n     duties under this Agreement; (ii) such disability is determined by the\n     Board to be of a long-term nature; and (iii) the Executive is eligible for\n     income replacement benefits under the Company's long-term disability plan\n     during such period of disability.  In the event of a dispute as to whether\n     the Executive is Permanently Disabled, the Company may refer the same to a\n     licensed practicing physician of the Company's choice, and the Executive\n     agrees to submit to such tests and examinations as such physician shall\n     deem appropriate.\n\n(c)  Cause.  The Company may terminate the Executive's employment hereunder at\n     -----                                                                    \n     any time for Cause.  For purposes of this Agreement, the term 'Cause' shall\n     mean:\n\n     (i)  the willful and continued failure by the Executive substantially to\n          perform his material duties with the Company (other than any such\n          failure resulting from the Executive's being Disabled), after a\n          written demand for substantial performance of such duties is delivered\n          to the Executive by the Board, which demand identifies the manner in\n          which the Board believes that the Executive has not substantially\n          performed his duties and the Executive has been given a reasonable\n          period of time (but in no event more than 60 days) to correct his\n          deficient performance; or\n\n     (ii) the engaging by the Executive in egregious misconduct involving\n          serious moral turpitude to such an extent that, in the reasonable\n          judgment of the Board, such misconduct substantially impairs the\n          Executive's ability effectively to perform his duties with the\n          Company.\n\n                                       6\n\n \n     For purposes of this Agreement, no act, or failure to act, on the\n     Executive's part shall be deemed 'willful' unless done, or omitted to be\n     done, by the Executive without reasonable belief that the Executive's\n     action or omission was in the best interest of the Company.\n\n(d)  Constructive Discharge.  If the Company materially breaches its obligations\n     -----------------------                                                    \n     to the Executive under this Agreement, and:\n\n     (i)  the Executive provides written notice to the Company of the occurrence\n          of such breach, which identifies the manner in which the Executive\n          believes that the breach has occurred, and which is delivered to the\n          Company within a reasonable period (but in no event more than 90 days)\n          after the Executive has actual knowledge of the events asserted to\n          give rise to the breach; and\n\n     (ii) the Company fails to correct any such breach within a reasonable\n          period (but in no event more than 60 days) after receipt of the notice\n          described in paragraph (d)(i);\n\n     then, for purposes of this Agreement, the Executive shall be considered to\n     have been dismissed by the Company for reasons other than Cause.  A\n     material breach of this Agreement by the Company shall include, without\n     limitation:\n\n     (I)       assigning duties to the Executive that are inconsistent in any\n               substantial respect with the position, authority, or\n               responsibilities associated with the position of President and\n               Chief Executive Officer of the Company or, after a Change of\n               Control of the Company (as defined in paragraph 10(c) hereof) in\n               which the Company is not the surviving entity, the Executive is\n               not permitted to serve as the chief executive officer and a\n               member of the board of directors of the successor entity to the\n               Company;\n\n     (II)      assigning additional duties to the Executive that substantially\n               impair his ability to function as President and Chief Executive\n               Officer of the Company;\n\n     (III)     the failure by the Company to accord to the Executive the title,\n               authority and responsibilities of President and Chief Executive\n               Officer of the Company;\n\n     (IV)      the failure of the Executive to be elected a member of the Board;\n\n                                       7\n\n \n     (V)       a reduction by the Company in the Executive's Salary from that\n               provided for in this Agreement;\n\n     (VI)      a requirement for the relocation of the Executive imposed by the\n               Board in violation of this Agreement;\n\n     (VII)     the intentional failure of the Company, without the Executive's\n               consent, to pay to the Executive any portion of his Salary,\n               earned bonus or other current compensation (if any), or to pay to\n               the Executive any portion of any installment of deferred\n               compensation under any deferred compensation program of the\n               Company, within 10 business days of the date such compensation is\n               due or to issue shares of common stock of the Company in\n               accordance with the terms of stock options granted to the\n               Executive upon valid exercise thereof;\n\n     (VIII)    in the event that there is a successor to the Company, the\n               failure of the Company to obtain a satisfactory agreement from\n               any such successor to assume and to perform the obligations of\n               the Company under this Agreement; or\n\n     (IX)      the failure of the Company to fulfill any of its other material\n               obligations to the Executive under this Agreement.\n\n(e)  Termination by Executive.  The Executive may terminate his employment\n     ------------------------                                             \n     hereunder at any time by giving the Company prior written Notice of\n     Termination (as defined in paragraph 3(h)), which Notice of Termination\n     shall be effective not less than 30 days after it is given to the Company,\n     provided that nothing in this Agreement shall require the Executive to\n     specify a reason for any such termination.  However, to the extent that the\n     procedures specified in paragraph 3(d) are required, the procedures of this\n     paragraph 3(e) may not be used in lieu of the procedures required under\n     paragraph 3(d).\n\n(f)  Mutual Agreement.  This Agreement may be terminated at any time by the\n     ----------------                                                      \n     mutual agreement of the parties.  Any termination of the Executive's\n     employment by mutual agreement of the parties shall be memorialized in an\n     agreement reduced to writing and signed by the Executive and a duly\n     appointed officer of the Company.\n\n(g)  Termination by Company Without Cause.  The Company may terminate the\n     -------------------------------------                               \n     Executive's employment hereunder at any time for any reason and without\n     Cause, and the Company shall not be required to specify a reason for such\n     termination,\n\n                                       8\n\n \n     provided that termination of the Executive's employment by the Company\n     shall be deemed to have occurred under this paragraph 3(g) only if it is\n     not for reasons described in paragraph 3(a), 3(b), 3(c), 3(d), 3(e) or\n     3(f).\n\n(h)  Notice of Termination.  Any termination of the Executive's employment by\n     ---------------------                                                   \n     the Company or the Executive (other than a termination pursuant to\n     paragraph 3(a) (relating to termination by death) or paragraph 3(f)\n     (relating to termination by mutual agreement)) must be communicated by a\n     written Notice of Termination to the other party hereto.  For purposes of\n     this Agreement, a 'Notice of Termination' means a dated notice which (i)\n     indicates the specific termination provision in this Agreement relied on\n     and (ii) sets forth in reasonable detail the facts and circumstances, if\n     any, claimed to provide a basis for termination of the Executive's\n     employment under the provision so indicated.\n\n(i)  Date of Termination.  For purposes of this Agreement, the 'Date of\n     --------------------                                              \n     Termination' means the last day the Executive is employed by the Company;\n     provided, that (i) the Executive's employment is terminated in accordance\n     with the foregoing provisions of this paragraph 3, and (ii) in the event of\n     termination for Cause as defined in paragraph 3(c)(ii) hereof such Date of\n     Termination shall not be less than two business days after the Executive\n     has received 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)  If the Executive's Date of Termination occurs during the Agreement Term for\n     any reason, the Company shall pay to the Executive:\n\n     (i)       The Executive's Salary for the period through the Date of\n               Termination.\n\n     (ii)      An amount in respect of unused vacation days as of the Date of\n               Termination, as determined in accordance with Company policy as\n               in effect from time to time.\n\n     (iii)     Except in the case of termination pursuant to paragraph 3(c)\n               (relating to termination of the Executive for Cause) or paragraph\n               3(e) (relating to the Executive's resignation), a pro rata bonus\n               payment, which shall be an amount equal to the product of:\n\n                                       9\n\n \n               (A)  the bonus the Executive would have received for the\n                    Company's fiscal year which includes his Date of Termination\n                    (determined as though he remained in the employ of the\n                    Company through the end of such year and that the\n                    performance levels required for the award of a target bonus\n                    to the Executive were met);\n\n                                 Multiplied By\n                                 -------------\n\n               (B)  a fraction, the numerator of which is the number of days in\n                    the fiscal year which includes the Executive's Date of\n                    Termination, but excluding the days following such Date of\n                    Termination, and the denominator of which is 365 (or, for\n                    the fiscal year in which the Effective Date occurs, the\n                    number of days during which the Executive would have been\n                    employed by the Company during that year if he had remained\n                    in the employ until the end of such year).\n\n     (iv)      Any other payments or benefits to be provided to the Executive by\n               the Company pursuant to any employee benefit plans or\n               arrangements adopted by the Company, to the extent such amounts\n               are due from the Company.\n\n     Except as may otherwise be expressly provided to the contrary in this\n     Agreement, nothing in this Agreement shall be construed as requiring the\n     Executive to be treated as employed by the Company for purposes of any\n     employee benefit plan or arrangement following the Executive's Date of\n     Termination.\n\n(b)  If the Executive's Date of Termination occurs under circumstances described\n     in paragraph 3(a) (relating to the Executive's death), paragraph 3(b)\n     (relating to the Executive's being Permanently Disabled), paragraph 3(c)\n     (relating to termination of the Executive for Cause), paragraph 3(e)\n     (relating to the Executive's resignation) or paragraph 3(f) (relating to\n     termination by mutual agreement), or if the Executive's employment with the\n     Company terminates after the end of the Agreement Term, then, except as\n     otherwise expressly provided in this Agreement or otherwise agreed in\n     writing between the Executive and the Company, the Company shall have no\n     obligation to make payments under this Agreement for periods after the\n     Executive's Date of Termination.\n\n(c)  If the Executive's Date of Termination occurs under circumstances described\n     in paragraph 3(d) (relating to Constructive Discharge) or paragraph 3(g)\n     (relating to\n\n                                       10\n\n \n     termination by the Company without Cause), then, in addition to the amounts\n     payable in accordance with paragraph 4(a), the Executive shall receive from\n     the Company for the period continuing through the end of the Agreement\n     Term, but not to exceed two years, the Salary described in paragraph 2(a),\n     as in effect on his Date of Termination, in monthly or more frequent\n     installments as is required under that paragraph, and the bonus amounts the\n     Executive would have received, calculated at the applicable target bonus\n     levels for the periods involved, had the Executive remained in the employ\n     of the Company for such period pursuant to the terms of this Agreement.\n     The Company's obligation to make payments under this paragraph 4(c) shall\n     cease with respect to periods after the earlier to occur of the date of the\n     Executive's death, or a date, if any, of the breach by the Executive of the\n     provisions of paragraph 7 or paragraph 8.\n\n(d)  Except as may be otherwise specifically provided in an amendment of this\n     paragraph (d) adopted in accordance with paragraph 13, payments under this\n     paragraph 4 shall be in lieu of any benefits that may be otherwise payable\n     to or on behalf of the Executive pursuant to the terms of any severance pay\n     arrangement of the Company or any Subsidiary or any other, similar\n     arrangement of the Company or any Subsidiary providing benefits upon\n     involuntary 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\n          --------  -------                                                    \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\n\n                                       11\n\n \nCompany shall not be entitled to set off against the amounts payable to the\nExecutive under this Agreement any amounts owed to the Company by the Executive,\nany amounts earned by the Executive in other employment after termination of his\nemployment with the Company, or any amounts which might have been earned by the\nExecutive in other employment had he sought such other employment.\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\n        --------                                                             \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 Subsidiaries' attorneys, the Executive\nshall take reasonable steps to maintain the confidentiality of such information\nand to preserve such privilege.  Nothing in the foregoing provisions of this\nparagraph 7 shall be construed so as to prevent the Executive from using, in\nconnection with his employment for himself or an employer other than the Company\nor any of the Subsidiaries, knowledge which was acquired by him during the\ncourse of his employment with the Company and the Subsidiaries that is generally\nknown to persons of his experience in other companies in the same industry.\nNothing in this paragraph 7 or in paragraph 8 shall be construed as limiting the\nExecutive's duty of loyalty to the Company while he is employed by the Company,\nor any other duty he may otherwise have to the Company while he is employed by\nthe Company or thereafter.\n\n     8.   Non-Disparagement.  The Executive agrees that both while he is\n          -----------------                                             \nemployed by the Company and after his Date of Termination he shall not make any\nfalse, defamatory or disparaging statements about the Company, the Subsidiaries,\nor\n\n                                       12\n\n \nthe 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     10.  Change of Control.  In the event that a Change of Control (as defined\n          -----------------                                                    \nin paragraph 10(c) hereof) occurs during the Agreement Term, while the Executive\nis employed by the Company:\n\n(a)  If, within twelve months after the occurrence of the Change of Control, the\n     Executive's employment by the Company or its successor is terminated\n     pursuant to paragraph 3(d) (relating to Constructive Discharge) or\n     paragraph 3(g) (relating to termination by the Company without Cause), then\n     the Executive shall be entitled to receive from the Company or such\n     successor, in lieu of, and not in addition to, the amounts otherwise\n     payable to the Executive pursuant to paragraph 4(c) hereof, a lump sum\n     payment in an amount which is equal to three times the 'base amount' in\n     respect of the Executive as defined in section 280G of the Internal Revenue\n     Code of 1986, as amended (the 'Code'), or any successor to that provision.\n     In addition, the stock options described in Exhibit A hereto shall become\n     fully vested in such event.\n\n(b)  If any payments under this Agreement, after taking into account all other\n     payments to which the Executive is entitled from the Company, or any\n     affiliate thereof, are more likely than not to result in a loss of a\n     deduction to the Company by reason of Section 280G of the Code or any\n     successor provision to that section, such payments shall be reduced to the\n     extent required to avoid such loss of deduction.  The Executive shall be\n     entitled to select the\n\n                                       13\n\n \n     order in which payments are to be reduced in accordance with the preceding\n     sentence.  If requested by the Company, the Executive shall provide\n     complete compensation and tax data on a timely basis to the Company and to\n     an accounting or law firm designated by the Company in order to enable the\n     Company to determine the extent to which payments from the Company and its\n     affiliates may result in a loss of a deduction.  If the Executive incurs\n     fees or costs in accumulating such information, the Company shall reimburse\n     the Executive for any reasonable fees and expenses so incurred.  If the\n     Executive and the Company disagree as to whether a payment under this\n     Agreement is more likely than not to result in the loss of a deduction, the\n     matter shall be resolved by an opinion of tax counsel chosen by the\n     Company's independent auditors.  The Company shall pay the fees and\n     expenses of such counsel, and shall make available such information as may\n     be reasonably requested by such counsel to prepare the opinion.  If, by\n     reason of the limitations of this paragraph 10(b), the maximum amount\n     payable to the Executive cannot be determined prior to the due date for\n     such payment, the Company shall pay on the due date the minimum amount\n     which it in good faith determines to be payable and shall pay the remaining\n     amount, with interest at a rate, compounded semi-annually, equal to 120% of\n     the applicable Federal rate determined under section 1274(d) of the Code,\n     as soon as such remaining amount is determined in accordance with this\n     paragraph 10(b).\n\n(c)  A 'Change of Control' of the Company shall be deemed to have occurred upon\n     the happening of any of the following events:\n\n     (1)  the acquisition or holding, other than in or as a result of a\n          transaction approved by the Continuing Directors (as defined in\n          paragraph (b) below) of the Company, by any individual, entity or\n          group (within the meaning of Section 13(d)(3) or 14(d)(2) of the\n          Exchange Act) (an 'Acquiror') of beneficial ownership (within the\n          meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or\n          more of the combined voting power of the then outstanding shares of\n          common stock and other stock of the Company entitled to vote generally\n          in the election of directors, but excluding for this purpose:\n\n          (i)       any such acquisition (or holding) by Bay Area Real Estate\n                    Investment Associates L.P., a limited partnership that as of\n                    the Effective Date holds approximately 42% of the issued and\n                    outstanding common stock of the Company (together with the\n                    limited partner thereof, 'BAREIA'), or while BAREIA is the\n                    beneficial owner of shares having a greater percentage\n\n                                       14\n\n \n                    of such combined voting power than the shares held by the\n                    Acquiror;\n\n          (ii)      any such acquisition (or holding) by the Company or any of\n                    its Subsidiaries, or any employee benefit plan (or related\n                    trust) of the Company or such Subsidiaries; or\n\n          (iii)     any such acquisition (or holding) by any corporation with\n                    respect to which, following such acquisition, more than 50%\n                    of, respectively, the then outstanding shares of common\n                    stock of such corporation and the combined voting power of\n                    the then outstanding voting securities of such corporation\n                    entitled to vote generally in the election of directors is\n                    then beneficially owned, directly or indirectly, by all or\n                    substantially all of the individuals and entities who were\n                    the beneficial owners, respectively, of the common stock and\n                    other voting securities of the Company immediately prior to\n                    such acquisition in substantially the same proportion as\n                    their ownership, immediately prior to such acquisition, of\n                    the then outstanding shares of common stock of the Company\n                    and of the combined voting power of the then outstanding\n                    voting securities of the Company entitled to vote generally\n                    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\n          majority of the Board, provided that any individual becoming a\n          director subsequent to the date hereof whose election, or nomination\n          for election by the Company's stockholders, was approved by a vote of\n          at least a majority of the persons then comprising the Continuing\n          Directors or who was nominated for such election by BAREIA, shall be\n          considered a Continuing Director, but excluding, for this purpose, any\n          such individual whose initial election as a member of the Board is in\n          connection with an actual or threatened 'election contest' relating to\n          the election of the directors of the Company (as such term is used in\n          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,\n               merger or consolidation of the Company, with respect to which in\n               each case all or substantially all of the individuals and\n               entities who were the respective beneficial owners of the\n\n                                       15\n\n \n               common stock and voting securities of the Company immediately\n               prior to such reorganization, merger or consolidation do not,\n               following such reorganization, merger or consolidation,\n               beneficially own, directly and indirectly, more than 50% of,\n               respectively, the then outstanding shares of common stock and the\n               combined voting power of the then outstanding voting securities\n               entitled to vote generally in the election of directors, of the\n               corporation or other entity resulting from such reorganization,\n               merger or consolidation, or (ii) of a complete liquidation or\n               dissolution of the Company, or (iii) the sale or other\n               disposition of all or substantially all of the assets of the\n               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     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\n\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 certified mail, return receipt requested, postage prepaid, or sent\nby facsimile or prepaid overnight courier to the parties at the addresses set\nforth below (or at such other addresses as shall be specified by the parties by\nlike notice).  Such notices, demands, claims and other communications shall be\ndeemed given:\n\n(a)  in the case of delivery by overnight service with guaranteed next day\n     delivery, such next day or the day designated for delivery;\n\n(b)  in the case of certified or registered U.S. mail, five days after deposit\n     in the U.S. mail; or\n\n(c)  in the case of facsimile, the date upon which the transmitting party\n     received confirmation of receipt by facsimile, telephone or otherwise;\n\nprovided, however, that in no event shall any such communications be deemed to\nbe given later than the date they are actually received.  Communications that\nare to be delivered by the US. mail or by overnight service are to be delivered\nto the addresses set forth below:\n\n                                      17\n\n \nto the Company:\n\n               Catellus Development Corporation\n               201 Mission Street, 30th Floor\n               San Francisco, California 94105\n\n               Attention:  General Counsel\n\n\nto the Executive:\n\n               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 Company shall initially confer and attempt to\nreach agreement on the individual to be appointed as such arbitrator.  If no\nagreement is reached, the parties shall request from the San Francisco office of\nthe Judicial Arbitration and Mediation Services ('JAMS') a list of five retired\njudges affiliated with JAMS.  The Executive and the Company shall each\nalternately strike names from such list until only one name remains and such\nperson 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) 1280\net. seq.)  The arbitrator shall not be authorized to award punitive damages with\n--  ---                                                                         \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\n\n                                       18\n\n \nrecover reasonable attorneys' fees and other costs incurred in such action or\nproceeding in addition to any other relief to which such party may 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     22.  Title and Headings.  Titles and headings in this Agreement are for\n          ------------------                                                \nease of reference ad 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 extend 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 of the Company.\n\n     25.  Payment of Fees For Counsel and Fees for Compensation Consulting Firm.\n          --------------------------------------------------------------------- \nThe Company shall pay the Executive's legal fees for the negotiation of this\nEmployment Agreement and shall pay the fees for the retention of a compensation\nconsulting firm which payments, in the aggregate, shall not exceed $20,000.\n\n     26.  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\n\n                                       19\n\n \nthis Agreement is the language chosen by the parties to express their mutual\nintent, and that no rule of strict construction is to be applied against any\nparty hereto.\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\n\n\n                                    \/s\/  NELSON C. RISING\n                                    ---------------------\n                                      Nelson C. Rising\n\n\n\nCatellus Development Corporation\n\n\nBy \/s\/  JOSEPH R. SEIGER\n  ----------------------\n  JOSEPH R. SEIGER\n  Chairman of the Board\n  of Directors and Acting\n  Chief Executive Officer\n\n                                       20\n\n \n                                   Exhibit A\n                                   ---------\n\n                        Stock Option Awards to Executive\n                        --------------------------------\n\n\n \nShares         Term     Initial Exercise Price\n----------   --------   ----------------------\n                  \n \n350,000      10 years        $ 6.975\n350,000       7 years        $ 6.975\n \n\n\n          The terms and conditions of the stock options to be granted to the\nExecutive shall be set forth in two separate agreements, one relating to the\nstock options having terms of 7 years and one relating to the stock options\nhaving terms of 10 years.  Each agreement shall provide that (i) the options\ncovered thereby will become exercisable in three equal annual installments\ncommencing January 1, 1996; provided, that such options shall become immediately\n                            --------                                            \nexercisable in full in the event that the Executive is terminated after December\n31, 1995 pursuant to paragraph 3(d) (relating to 'Constructive Discharge', as\ndefined in the Employment Agreement) or paragraph 3(g) (relating to termination\nby the Company without Cause) of the Employment Agreement to which this Exhibit\nA is attached (the 'Employment Agreement') or that the Executive is terminated\npursuant to such paragraphs of the Employment Agreement at any time within\ntwelve months following a 'Change of Control' of the 'Company' (both as defined\nin the Employment Agreement); (ii) the initial exercise prices of the respective\nclasses of options indicated above shall increase by 5% each January 1 during\nthe respective terms thereof, commencing January 1,1996; and (iii) the options\nshall otherwise conform to the requirements of the Company's existing Amended\nand Restated Executive Stock Option Plan and the terms of the Employment\nAgreement.\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-39025","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\/39025","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=39025"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39025"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39025"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39025"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}