EXHIBIT 10.10
January 1, 1994
Mr. Eugene P. Carver
Chairman
Hoffman Associates Incorporated
225 South Lake Avenue, Suite 1150
Pasadena, California 91101
Dear Gene:
This letter confirms our agreement with respect to the deferral of
compensation payable to you as a Director of BRE.
1. AMOUNT OF DEFERRED COMPENSATION. Commencing January 1, 1994, all
amounts earned by you as a member of our Board of Directors will accrue and be
paid in accordance with paragraph 2 below. These amounts shall include the
annual retainer payable to you as Chairman of the Board and the amount payable
to you for each Board meeting attended in your capacity as a Director. From
the date of accrual to the date of payment in accordance with paragraph 2,
these amounts will bear interest at the 5-year U.S. Treasury
Mr. Eugene P. Carver
January 1,1994
Page 2
Rate, adjusted and compounded quarterly and subject to annual review by the
Board of Directors.
2. PAYMENT OF DEFERRED COMPENSATION. All accrued but unpaid
compensation under paragraph 1 above shall be paid to you in five equal
installments commencing on January 1 of the first full calendar year following
the time you reach age seventy and one-half years (70 1/2) and continuing on
January 1 of each calendar year thereafter until all five installments have
been paid. All interest accruing on unpaid amounts following an installment
payment shall be paid with the next installment due.
3. DESIGNATION OF BENEFICIARY. You shall have the right to
designate a beneficiary to whom payment of amounts due to you under this
agreement will be made if you should die prior to full payment of such amounts.
Such designation or any change in such designation shall be made in writing to
BRE. If you should die prior to reaching age 70 1/2 years, the deferred
compensation described in paragraph 1 above shall be paid to your designated
beneficiary in five equal installments commencing on January 1 of the first
full calendar year following your death and continuing on January 1 of each
calendar year thereafter until all five installments have been paid. If you
should die after reaching age 70 1/2 years but before full payment, payment(s)
shall be made to your designated beneficiary in accordance with paragraph 2
above.
Mr. Eugene P. Carver
January 1, 1994
Page 3
4. UNSECURED RIGHT. Your right to receive the deferred compensation
payable under this agreement shall be no greater than the right of any general
unsecured creditor of BRE and the company will not segregate or otherwise set
aside funds or other assets for such payment. Nothing in this agreement shall
confer upon you any continuing right to remain as a Director or Chairman of the
Board of BRE.
5. ASSIGNMENT. This agreement may not be assigned, transferred,
pledged or encumbered, except by law, by will or laws of intestate succession,
or by designation of a beneficiary as provided in paragraph 3 above.
6. GOVERNING LAW. This agreement is entered into and shall be
governed by and construed in accordance with the laws of the State of
California.
7. ENTIRE AGREEMENT. This letter contains the entire understanding
between BRE and you with respect to the payment of deferred compensation by BRE
to you. Such understanding may be modified, altered or amended only by a
writing signed by BRE and you.
Mr. Eugene P. Carver
January 1, 1994
Page 4
If this letter accurately reflects the agreement between BRE and you,
please so indicate by signing both copies of this letter and returning one
fully executed copy to the undersigned. You should retain the other copy
among your important papers.
Very truly yours,
BRE PROPERTIES, INC.
By: /s/ ARTHUR G. VON THADEN
-------------------------
Arthur G. von Thaden
Its: President and
Chief Executive Officer
Agreed and Acknowledged:
/S/ EUGENE P. CARVER
Eugene P. Carver
:ks