SEPARATION AGREEMENT
EXHIBIT
99.2
This
SEPARATION AGREEMENT (this "Agreement"), dated as of February 28, 2005, between
Xxxxxxx X. Xxxxxxx ("Executive") and Camden Summit, Inc. ("Camden Summit"), a
Delaware corporation and a wholly owned subsidiary of Camden Property Trust, a
Texas real estate investment trust ("Camden").
WHEREAS,
Executive and Summit Properties Inc., a Maryland corporation ("Summit"), and
Summit Management Company, a Maryland corporation ("Summit Management"), have
entered into an Employment Agreement, dated February 15, 1999, as amended and
restated on August 24, 2001 and amended pursuant to an Amendment Agreement,
dated as of June 25, 2004 (as amended, the "Employment
Agreement");
WHEREAS,
concurrently herewith, Summit has been merged (the "Merger") with and into
Camden Summit; and
WHEREAS,
effective as of the effective time of the Merger (the "Effective Time"),
Executive shall resign as an officer, employee and director of Summit and each
of its affiliates.
Now,
therefore, in consideration of the mutual promises and other good and valuable
consideration referenced herein, the parties hereto agree as
follows:
1. Separation
of Employment.
Effective as of the Effective Time, (i) Executive resigns as an officer,
director, manager or similar functionary of Summit and all entities related to
Summit and (ii) the Employment Agreement is terminated and of no further force
or effect and none of Summit, Summit Management, Camden, Camden Summit or any of
their affiliates shall have any obligation to Executive arising out of the
Employment Agreement.
2. Consideration. The
parties agree as follows:
(a) Camden
Summit will credit or cause to be credited $1,004,041.42 to the account
established for Executive in the Camden Property Trust Non-Qualified Deferred
Compensation Plan (the "Deferred Compensation Plan"), which shall be held
pursuant to the terms of the Deferred Compensation Plan and distributed in four
equal annual installments commencing on the date that is 12 months after the
date that Executive ceases to be a member of the board of trust managers of
Camden.
(b) Camden
will pay or cause to be paid to Executive in cash the amount of
$261.24.
(c) Executive
will pay to Camden Development, Inc. in cash the amount of
$8,787.35.
(d) Executive
and his eligible dependents may elect to participate in Camden's or its
subsidiaries' health and dental plans, or plans equivalent thereto (which may be
provided, at Camden's option, through COBRA continuation of benefits to the
extent permitted by applicable law), until the last to die of him and his spouse
at a cost no greater than the group rates applicable to Camden employees from
time to time. Executive shall remit such amount on or before the first day of
each month by check made payable to Camden Development, Inc.
(e) From the
Effective Time through the remainder of Executive's life, Camden shall pay or
cause to be paid to Executive a monthly allowance of $8,605.00 per month (the
"Administrative Services Allowance") for office space, secretarial and
comparable MIS support ("Administrative Services") and Executive shall be
responsible for obtaining the Administrative Services at Executive's expense.
Camden shall pay or cause to be paid the Administrative Services Allowance to
Executive no later than the 16th day of
the month in which such payment is due. The Administrative Services Allowance
shall be increased on January 1st of each year beginning January 1, 2006 by the
percentage increase, if any, in the cost-of-living for the immediately preceding
calendar year as determined by the percentage increase in the "CPI" for such
calendar year. As used herein, the "CPI" means the Consumer Price Index, All
Urban Consumers, All Items, U.S. City Average (1982-84=100), published monthly
by the U.S. Bureau of Labor Statistics and generally referred to as the "CPI-U,"
or if such index is no longer published then the most nearly comparable index
published by federal authorities which reflects changes in the cost of
living.
3. Restrictive
Covenants and Miscellaneous Provisions.
(a) All
payments and benefits under this Agreement are gross amounts and will be subject
to taxes and lawful deductions, if any, which Executive agrees to promptly remit
by check made payable to Camden Development, Inc.
(b) North
Carolina law shall govern the interpretation and enforcement of this
Agreement.
(c) The
Indemnification Agreement dated July 20, 1999 and the Non-Competition
Agreement dated February 15, 2000 previously entered into by Executive with
Summit and Summit Management are not affected by execution of this Agreement,
and both shall expressly survive the execution of this Agreement by the parties
hereto.
(d) Executive
acknowledges and agrees that he is entering into this Agreement freely and
voluntarily. He has carefully read and understand all of the provisions of this
Agreement. He understands that it sets forth the entire agreement between him
and Camden and represents that no other statements, promises, or commitments of
any kind, written or oral, have been made to Executive by Camden Summit, or any
of its agents, to cause him to accept it. Executive further acknowledges and
agrees that he has been advised to consult legal counsel concerning this
Agreement prior to signing the Agreement, and that he has had sufficient
opportunity to do so. Executive understands that he may have up to 21 days from
the date of this Agreement to consider this Agreement. Executive understands
that if he signs this Agreement, he will then have seven days to cancel it if he
so chooses. Executive may cancel this Agreement by delivering a written notice
of cancellation to Xxxxxxx X. Xxxxx at 0 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000. However, if Executive elects to cancel this Agreement, he
understands that he will not be entitled to any of the benefits or other
consideration referenced in this Agreement. Executive realizes this Agreement is
not effective or enforceable until the seven-day period expires without
revocation. Executive understands that this Agreement will not become effective
until the eighth day after he signs the Agreement without revocation (the
"Effective Date"). Executive understands that Camden Summit will have no duty to
pay him or provide him with the consideration listed in Section 2 until the
Effective Date of this Agreement.
I
acknowledge acceptance of this Agreement by my signature below:
/s/
Xxxxxxx X. Paulsen___________________
Xxxxxxx
X. Xxxxxxx
Agreed to
and accepted on behalf of Camden Summit, Inc.:
|
By: |
/s/
Xxxxxxx X. Campo_________________
Xxxxxxx
X. Xxxxx
Chairman
of the Board and Chief Executive Officer |
