FIRST AMENDMENT TO AMENDED AND RESTATED SPECIAL EQUITY AGREEMENT

EX-10.1 2 d28988exv10w1.htm FIRST AMENDMMENT TO THE AMENDED AND RESTATED SPECIAL EQUITY AGREEMENT exv10w1

Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED
SPECIAL EQUITY AGREEMENT

This First Amendment to the Amended and Restated Special Equity Agreement dated as of March 5, 2003 (the “Agreement”) by and between ProLogis and K. Dane Brooksher (“Brooksher”, referred to in the Agreement as the “CEO”), is entered into as of September 22, 2005 (the “Effective Date”);

WITNESSETH THAT:

WHEREAS, ProLogis and Brooksher are parties to the Agreement; and

WHEREAS, the parties desire to amend certain provisions of the Agreement as herein provided.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows:

1. Section 4(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) serve on the board of directors or trustees of or serve as an officer or employee of any industrial real estate investment trust with a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Brooksher has hereunto set his hand and ProLogis has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.



	/s/ K. Dane Brooksher
	K. Dane Brooksher


	ProLogis


Acknowledged and Agreed:	By:	/s/ Edward S. Nekritz
		Edward S. Nekritz
		Secretary and General Counsel



By:	/s/ Donald P. Jacobs
	Donald P. Jacobs
	Chairman Management Development & Compensation Committee