AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the "Agreement") is made and entered into as of
May 1, 1999 by and between Xxxxxxx X. Xxxxxxxx ("Executive"), SUMMIT PROPERTIES
INC., a Maryland corporation, and SUMMIT MANAGEMENT COMPANY, a Maryland
corporation (collectively, the "Company").
W I T N E S S E T H :
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WHEREAS, Executive has been employed by the Company or its affiliates
pursuant to an Employment Agreement dated December 5, 1996 (the "Employment
Agreement"); and
WHEREAS, in connection with Executive's employment by the Company,
Executive and the Company entered into a Noncompetition Agreement dated January
13, 1994 (the "Noncompetition Agreement"); and
WHEREAS, in conjunction with Executive's employment by the Company,
Executive and the Company entered into an Executive Severance Agreement dated
April 1, 1997 (the "Severance Agreement"); and
WHEREAS, the Executive has in the past, and may in the future, participate
in the Company's Employee Loan Program (the "Loan Program"); and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement in accordance with paragraph 5.8 thereof on the terms and conditions
contained in this Agreement;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. In the event that Executive remains actively employed by the Company or
its affiliates until May 1, 2000, then as of May 1, 2000, Section 4.2
"Termination as Result of No Cause Termination or Employee-Initiated Termination
During Original Term," shall be deleted in its entirety and the following
inserted therefor:
4.2 Termination As Result of No Cause Termination or
Employee-Initiated Termination During Original Term. If
Executive's employment under this Agreement is terminated as a
result of a No Cause Termination or an Employee-Initiated
Termination during the Original Term, Executive shall be
entitled to receive (i) any Base Salary which may be owed to
Executive but is unpaid as of the date on which Executive's
employment is terminated, and (ii) his Base Salary as in
effect on the date of such termination for a twelve month
period. If Executive's employment under this agreement is
terminated as a result of a Voluntary Termination, No Cause
Termination or an Employee-Initiated Termination, subsequent
to the Original Term and on or after May 1,
2000, Executive shall be entitled to receive (i) any Base
Salary which may be owed to Executive that was unpaid as of
the date on which Executive's employment is terminated, and
(ii) his Base Salary as in effect on the date of such
termination for a twelve month period. The payment of such
Base Salary pursuant to clause (ii) of the preceding sentences
shall be made at such intervals in accordance with the
Company's payroll procedures in effect from time to time with
respect to officers of the Company but no less frequently than
monthly. In addition, in the event of Executive's death
following a Voluntary Termination, No Cause Termination, or an
Employee-Initiated Termination subsequent to the Original Term
and on or after May 1, 2000, any Base Salary payable to
Executive under this Section 4.2 and not yet paid on the date
of Executive's death shall be paid to Executive's designated
beneficiary, if any, or if none, his surviving spouse, or, if
none, his estate (collectively, the "Beneficiary"). Such
payments shall be made to the Beneficiary at such times as
would otherwise have been payable to Executive under this
Section 4.2; provided, however, that the Company may in its
discretion pay such Base Salary to the Beneficiary in a lump
sum payment in an amount determined in accordance with the
methodology set forth in subsection (B) of Section 4.3.
2. Except as expressly or by necessary implication amended hereby, the
Employment Agreement, Noncompetition Agreement and Executive Severance
Agreement shall continue if full force and effect.
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement,
or caused this Agreement to be duly executed on its behalf, as of the date first
set forth above.
SUMMIT PROPERTIES INC.
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
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Title: President
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SUMMIT MANAGEMENT COMPANY
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
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Title: Vice President
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EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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