EXHIBIT 10.49
CATELLUS DEVELOPMENT CORPORATION
November 16, 1996
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Chief Financial Officer
Catellus Development Corporation
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Dear ▇▇▇▇▇:
The purpose of this letter is to amend that certain Employment
Agreement dated as of July 24, 1995 (the "Employment Agreement") between
Catellus Development Corporation (the "Company") and you as follows:
1. TERM OF AGREEMENT. The term of the Employment Agreement shall be
extended from June 30, 1998 to December 31, 2000.
2. BONUS. Section 1.4 of the Employment Agreement is hereby amended to read
in its entirety as follows:
"1.4 Bonuses.
(a) Executive shall be eligible to receive an annual
bonus (the "Base Bonus") equal to up to 100% of Base Salary commencing
with the year beginning January 1, 1996. The maximum Base Bonus shall
consist of two elements: (i) Subjective Goals -- 50% of the Base Bonus
shall be payable based upon the successful completion of goals which
require the subjective evaluation of the Chief Executive Officer of the
Company; and (ii) Objective Goals -- 50% of the Base Bonus shall be
payable based upon the successful completion of goals based upon
totally objective standards. The Base Bonus shall be payable each year
no later than March 31.
(b) Executive shall be eligible to receive an
additional bonus (the "Additional Bonus"). The maximum Additional Bonus
potential is 100% of base salary, but no greater than the amount of
Base Bonus awarded. The criteria for Additional Bonus awards shall be
objective goals, the accomplishment of which shall lead to results far
in excess of expected performance and add tangible value
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to the Company beyond that anticipated in the Company's Business Plan.
The Additional Bonus shall be payable each year no later than March 31.
(c) There may be numerous goals within each bonus
category. Achieving all the goals will lead to a 100% bonus award. It
will be possible to earn 100% of the bonus amount with the
accomplishment of a significant percentage of, but less than 100% of,
performance goals or with the accomplishment of the more difficult
goals and/or certain of the goals with far reaching consequences. The
determination of the achievement of goals will be made by the Chief
Executive Officer of the Company.
(d) All bonus payments shall be subject to appropriate
withholding paymentsdeducted therefrom."
3. TERMINATION PAYMENTS. The first paragraph of Section 1.8
of the Agreement is hereby amended to read as follows:
"1.8 Benefits Upon Termination.
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(a) If, at any time during the term of this
Agreement, (i) Executive involuntarily ceases to be an employee of the
Company for any reason other than (A) Termination for Cause, (B)
disability at a time when Executive is receiving disability benefits
under a long-term disability plan or disability insurance provided by
the Company, (C) death, or (D) normal retirement under the Company's
pension plan or a qualified retirement plan of the Company or (ii)
Executive terminates employment with the Company for Good Reason (as
defined below), then the amount of benefits payable on account of such
termination shall be equal to the sum of (1) unpaid accrued salary as
of the Date of Termination, (2) unpaid salary with respect to any
vacation days accrued but not taken as of the Date of Termination, (3)
the number of full months remaining in this Agreement, but not to
exceed 24, multiplied by the average monthly Base Salary (determined
without regard to amounts payable under any bonus program, or other
forms of extraordinary compensation) for the immediately preceding 2-
year period or, if Executive has not served the Company for 24 months,
then the average monthly Base Salary (determined without regard to
amounts payable under any bonus program, or other forms of
extraordinary compensation) for such shorter period; and (4) the number
of full or partial months remaining in the period commencing on the
first day following the most recent period in respect of which the Base
Bonus has been paid and ending on December 31, 2000, but not to exceed
24, multiplied by the average monthly Base Bonus and Additional Bonus
for the immediately preceding 2-year period or, if Executive has not
served the Company for 24 months, then the average monthly Base Bonus
and Additional Bonus for such shorter period, provided, however,
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the amount of such benefits shall be reduced by any other benefits
provided upon termination of
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employment to which Executive may be entitled under any severance
agreement with the Company.
Except as expressly set forth herein, all other terms and
provisions of the Employment Agreement shall remain in full force and effect and
in all other respects are hereby ratified and confirmed.
If you are in agreement with the foregoing, please sign and
return an enclosed counterpart of this letter.
Very truly yours,
CATELLUS DEVELOPMENT
CORPORATION
By:______________________
Title: President and Chief
Executive Officer
AGREED this _____ day of November, 1996:
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