0000950123-11-019274 Sample Contracts

Letter Agreement
Letter Agreement • February 28th, 2011 • Prologis • Real estate investment trusts

This letter sets forth our agreement with respect to certain aspects of your employment following the consummation of the transactions contemplated by the Agreement and Plan of Merger by and among AMB Property Corporation, AMB Property, L.P., ProLogis, Upper Pumpkin LLC, New Pumpkin Inc. and Pumpkin LLC, dated as of January 30, 2011 (the “Merger Agreement”), and serves to amend the Executive Protection Agreement between you and ProLogis dated as of December 31, 2008 (the “Executive Protection Agreement”). Any amendment to your Executive Protection Agreement is made in connection with, conditioned upon, and subject to the consummation of, the transactions contemplated by the Merger Agreement. Capitalized terms used and not defined in this letter shall have the meanings ascribed to them in the Executive Protection Agreement.

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Letter Agreement
Letter Agreement • February 28th, 2011 • Prologis • Real estate investment trusts

This letter sets forth our agreement with respect to certain aspects of your employment following the consummation of the transactions contemplated by the Agreement and Plan of Merger by and among AMB Property Corporation, AMB Property, L.P., ProLogis, Upper Pumpkin LLC, New Pumpkin Inc. and Pumpkin LLC, dated as of January 30, 2011 (the “Merger Agreement”), and serves to amend the Executive Protection Agreement between you and ProLogis dated as of November 10, 2009 (the “Executive Protection Agreement”). Any amendment to your Executive Protection Agreement is made in connection with, conditioned upon, and subject to the consummation of, the transactions contemplated by the Merger Agreement. Capitalized terms used and not defined in this letter shall have the meanings ascribed to them in the Executive Protection Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • Prologis • Real estate investment trusts • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 30, 2011 and effective as of January 1, 2012 (the “Effective Date”), by and between Walter C. Rakowich (the “Executive”) and ProLogis, a Maryland real estate investment trust (the “Company”).

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