Operations Agreement

Exhibit 10.28


OPERATIONS AGREEMENT


This Operations Agreement ("Agreement") dated as of this 7th day of December, 2001, is by and among RREEF AMERICA L.L.C., a Delaware limited liability company ("RREEF"), RREEF MANAGEMENT COMPANY, a Delaware corporation ("RREEF Management"), CABOT INDUSTRIAL PROPERTIES, L.P., a Delaware Limited Partnership (the "OP") and CABOT INDUSTRIAL TRUST, a Maryland real estate investment trust (the "Trust") (collectively, the OP and the Trust shall be referred to herein as "CABOT").


RECITALS:


A. On the date hereof, CALWEST INDUSTRIAL PROPERTIES, LLC, a California limited liability company, acquired the Trust (which a owns substantially all of the ownership interests in the OP) (the "Acquisition");


B. CABOT and RREEF Management are concurrently entering into a management agreement dated as of the date hereof (the "Management Agreement") pursuant to which RREEF Management will agree to provide certain management services in connection with certain properties owned by CABOT;


C. The OP is the tenant under those certain leases which the parties hereto have together, previously confirmed (the "Leases") for premises (the "Premises") used in connection with the management of such properties;


D. In connection with the Acquisition, all of the employees of CABOT are being terminated, and certain former employees of CABOT became entitled to certain severance payments;


E. In addition, pursuant to an agreement between CABOT and RREEF, RREEF offered employment to certain individuals previously employed by CABOT on terms requiring RREEF to make certain severance payments to such individuals in the event of their termination in certain circumstances that parallel payments that would have been required of CABOT, and those certain individuals which the parties hereto together, have previously confirmed (the "Employees") have accepted such employment;


F. CABOT has agreed to reimburse RREEF for any severance payments required to be made to such employees, which payments would be obligations of CABOT if the Employees did not accept employment with RREEF;


G. Brad McGill was a party to a separate employment agreement and not included in the general severance plan. In order to induce Mr. McGill to accept employment with RREEF, RREEF agreed to pay him a signing bonus (the "McGill Bonus") equal to the amount he would have been paid under his separate agreement. Mr. McGill's other rights to compensation under the separate agreement were not triggered and he was not paid any cash under that agreement.


CABOT and RREEF have agreed that the amount paid to Mr. McGill was in lieu of severance and is reimbursable by CABOT to RREEF in the same manner as payments under severance agreements;


H. CABOT will no longer require the Premises for its property management personnel, RREEF Management would like to use the Premises to provide space for its property management personnel, and RREEF Management has agreed to reimburse CABOT for its rental costs in connection with the Leases;


I. CABOT no longer requires the furniture, fixtures and equipment ("FFE") located at the Prem ...