Exhibit 10.17
ASSIGNMENT AND ASSUMPTION AGREEMENT
TO
CHANGE IN CONTROL AND NONCOMPETITION AGREEMENT
This Assignment and Assumption Agreement (this “Assignment”) is made and entered as of January
1, 2008, by and among AMB Property, L.P., a Delaware limited partnership (“Assignor”), AMB Property
III, LLC, a Delaware limited liability company (“Assignee”), and ____________ (“Executive”).
RECITALS:
WHEREAS, Assignor and Executive have entered into that certain Amended and Restated Change in
Control and Noncompetition Agreement, dated as of September 27, 2007 (the “Change in Control
Agreement”);
WHEREAS, Assignee is an affiliate of Assignor;
WHEREAS, the Executive’s employment has been transferred from Assignor to Assignee as of
January 1, 2008;
WHEREAS, Assignor desires to assign all of its rights, title, interest, liabilities and
obligations under the Change in Control Agreement to Assignee, and Assignee desires to accept such
assignment and assume all liabilities and obligations thereunder;
WHEREAS, Assignor agrees to remain liable for any liabilities and obligations under the Change
in Control Agreement to the extent that Assignee does not perform its obligations thereunder;
WHEREAS, Executive consents to such assignment, as provided for herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, each party hereto agrees as follows:
1. Definitions. Capitalized terms used in this Assignment without definition shall
have the meanings ascribed to them in the Change in Control Agreement.
2. Assignments and Assumptions. Assignor hereby assigns and transfers to Assignee all
of its right, title and interest in and to the Change in Control Agreement, including all
liabilities and obligations thereunder, and Assignee hereby accepts such assignment and assumes all
liabilities and obligations of Assignor under such Change in Control Agreement and agrees to
perform all duties and obligations of Assignor thereunder. Notwithstanding the foregoing, Assignor
agrees to remain liable for any liabilities and obligations of Assignor and Assignee under the
Change in Control Agreement to the extent that Assignee does not perform its obligations
thereunder.
Executive hereby consents to such assignment and assumption on the terms and conditions provided
herein. Except as expressly provided herein, the Change in Control Agreement is unchanged and
remains in full force and effect.
3. Headings. The headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Assignment.
4. Entire Agreement. This Assignment and the Change in Control Agreement constitute
the entire understanding between the parties with respect to the subject matter hereof and all
prior agreements or understandings shall be deemed merged herein. No representations, warranties
and certifications, express or implied, shall exist as between the parties except as stated herein.
5. Severability. The invalidity or unenforceability of any provision or provisions of
this Assignment shall not affect the validity or enforceability of any other provision of this
Assignment, which shall remain in full force and effect.
6. Counterparts. This Assignment may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.
7. Governing Law. This Assignment shall be construed, interpreted and enforced in
accordance with the laws of the State of California without giving effect to the principles of
conflict of laws thereof.
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