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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
AMLI Residential Properties Trust; Cornerstone Realty Income Trust Inc.; Gables Residential Trust; Mid-America Apartment Communities Inc.; Post Apartment Homes LP; Post Properties, Inc.; Summit Properties Inc.; King & Spalding LLP |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 56KB total |
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Price: |
$44 |
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ID: |
#1571877 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
as of this 1st day of December, 2003, by and among CHRISTOPHER J. PAPA (the
"Executive"), and POST PROPERTIES, INC., a Georgia corporation (the "Company"):
REASONS FOR THIS AGREEMENT. The Company has identified Executive as an
individual with significant skills and experience critical to the business of
the Company. In view of the significant and growing demand for executive talent,
the potential impact on the Company's executives of the transformational changes
occurring within our industry and company, and the need to ensure continuity of
the Company's senior management team, the Company desires to provide Executive
through this Agreement with certain incentives to remain in the Company's
employment. This Agreement is also designed to provide additional motivation for
meeting the Company's goals and objectives, to address potential long term
employment concerns of Executive, and to impose certain reasonable restrictions
on Executive's activities designed to protect the Company's interests should
Executive's employment terminate.
Executive acknowledges that the Company and Company Affiliates shall
disclose or make available Confidential Information and Trade Secrets to
Executive that could be used by Executive to the Company's or Affiliated
Companies' detriment. In addition, in connection with his employment, Executive
shall develop important relationships and contacts with employees valuable to
the Company and Affiliated Companies.
Executive further acknowledges that Sections 7, 8, 9, and 10 of this
Agreement are fair and reasonable, enforcement of the provisions of this
Agreement will not cause him undue hardship, and the provisions of this
Agreement are reasonably necessary and commensurate with the need to protect the
Company and Affiliated Companies and their business interests and property from
irreparable harm.
WHEREAS, the Company desires to employ Executive, and Executive desires
to be employed by the Company on the terms and conditions contained in this
Agreement, and in consideration of the mutual promises and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement, intending to be
legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS.
1.1. Board. The term "Board" for purposes of this Agreement shall
mean the Board of Directors of the Company.
1.2. Cash Compensation. The term "Cash Compensation" for purposes
of this Agreement shall mean the sum of
(a) Executive's combined annual salary (as determined
without regard to any salary deferral election) from the Company
pursuant to Section 5.1 in effect on the day before Executive's
employment terminates under Section 4 or Section 6.1 or Section 6.3 or,
if greater, Executive's
average annualized combined annual salary (as determined without regard
to any salary deferral election) from the Company pursuant to Section
5.1 over the three (3) consecutive year period (or, if less,
Executive's period of employment by the Company) which ends on the date
that Executive's employment so terminates, and
(b) the average annual bonuses which have been paid by
the Company pursuant to Section 5.2 or which would have been paid
pursuant to Section 5.2 but for a bonus deferral election with respect
to Executive's performance over the three (3) consecutive year period
which ends on the date that Executive's employment so terminates (or,
if less, Executive's period of employment by the Company) whether such
bonuses are paid (or would have been paid but for a bonus deferral
election) in cash, in property, or in any combination of cash and
property; provided, however,
(c) neither the value of any stock option or restricted
stock grants made by the Company to Executive in any calendar year, nor
any income which Executive realizes in any calendar year from the
exercise of any such stock options or the lapse of any restrictions on
such restricted stock grants, nor any payments under the Company's
Shareholder Value Plan or stock granted under Section 5.5(b) shall be
treated as part of Executive's salary under Section 1.2(a), as part of
Executive's bonuses under Section 1.2(b), or otherwise be considered or
treated as Cash Compensation.
1.3. Cause. The term "Cause" for purposes of this Agreement shall
(subject to Section 1.3(d)) mean:
(a) Executive is convicted of, pleads guilty to, or
confesses or otherwise admits to the Company or a prosecutor, or
otherwise publicly admits, any felony or any act of fraud,
misappropriation, or embezzlement, or Executive engages in a fraudulent
act or course of conduct;
(b) There is any material act or omission by Executive
involving malfeasance or negligence in the performance of Executive's
duties to the Company to the material detriment of the Company; or
(c) Executive breaches in any material respect any of the
covenants set forth in Section 7, Section 8, Section 9 or Section 10 of
this Agreement; provided, however,
(d) No such act or omission or event shall be treated as
"Cause" under this Agreement unless (i) Executive has been provided a
detailed, written statement of the basis for the Company's belief such
act or omission or event constitutes "Cause" and an opportunity to meet
with the Compensation Committee (together with Executive's counsel if
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