EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") made as of the 16th day of March,
1998 by and between Xxxxx X. Xxxxxxx (hereinafter referred to as "Employee") and
Gables Residential Trust, a Maryland business trust, with a principal place of
business at 0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as the "Company").
1. EFFECTIVENESS; TERM. This Agreement is executed and delivered
concurrently with the execution and delivery of that certain Contribution
Agreement by and among the TCR Parties (as defined therein), on the one hand,
and the Company and Gables Realty Limited Partnership, on the other hand (the
"Contribution Agreement"), but the effectiveness of this Agreement is
conditioned upon the consummation of the transactions contemplated by the
Contribution Agreement. If the transactions contemplated by the Contribution
Agreement are not consummated or the Contribution Agreement is terminated, this
Agreement shall be null and void and have no force or effect. The term of this
Agreement shall commence on the Closing Date (as defined in the Contribution
Agreement), which is referred to herein as the "Effective Date", and, unless
earlier terminated as provided in Paragraph 8 below, shall terminate eighteen
(18) months after the Effective Date (the "Original Term"). The Original Term
shall be extended automatically as follows: (i) for an additional period
beginning at the end of the Original Term and ending on the next following
December 31 and (ii) thereafter for additional one-year periods (each additional
period described in clauses (i) and (ii) above, a "Renewal Term"), unless notice
that this Agreement will not be extended is given by either party to the other
three (3) months prior to the expiration of the Original Term or any Renewal
Term. (The period of Employee's employment hereunder within the Original Term
and any Renewal Terms is herein referred to as the "Employment Period".)
2. EMPLOYMENT/DUTIES.
(a) During the Employment Period, Employee shall be employed in the
business of the Company and its affiliates. Employee shall serve as a corporate
officer with the title of Senior Vice President. Employee's duties and authority
shall be commensurate with his title and position with the Company.
(b) Employee agrees to his employment as described in this Paragraph 2 and
agrees to devote substantially all of his working time and efforts to the
performance of his duties under this Agreement, except as otherwise approved by
the Board of Trustees of the Company (the "Board of Trustees"); provided that,
nothing herein shall be interpreted to preclude Employee from (i) retaining any
preexisting consulting fee contracts relating to and/or minority interests in
multifamily residential apartment properties or (ii) participating as an officer
or director of, or advisor to, any charitable or other tax exempt organization.
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(c) In performing his duties hereunder, Employee shall be available for
reasonable travel as the needs of the business require. Employee shall be based
in the greater Boca Raton metropolitan area.
3. COMPENSATION/BENEFITS. In consideration of Employee's services
hereunder, the Company shall provide Employee the following:
(a) Base Salary. The Company shall pay Employee an annual salary of
$160,000 during the Employment Period ("Base Salary"). Base Salary shall be
payable in accordance with the Company's normal business practices, but in no
event less frequently than monthly. Employee's Base Salary shall be reviewed no
less frequently than annually by the Company and may be increased but not
decreased during the Employment Period.
(b) Bonuses. At the close of each fiscal year, the Company shall review the
performance of the Company and of Employee during the prior fiscal year, and the
Company may provide Employee with additional compensation as a bonus if the
Board of Trustees, or any compensation committee thereof, in its discretion,
determines that Employee's contribution to the Company warrants such additional
payment and the Company's anticipated financial performance for the present
period permits such payment. The bonuses hereunder shall be paid as a lump sum
not later than thirty (30) days after completion of the audit of the Company's
books for the fiscal year, subject to the Employee's right to defer in his sole
discretion pursuant to separate written agreement with the Company. For purposes
of paragraph 8(c), the bonus paid in respect of any year (i) shall include cash
bonuses paid in respect of such year, unrestricted share grants made in respect
of such year (valued as of the date of grant) and any restricted shares,
whenever granted, which vested entirely or substantially in respect of service
during such year (including, without limitation, restricted shares which vested
on January 1 of the following year) (valued at the date of vesting), but (ii)
shall not include any restricted share grants made in respect of such year
(unless subsequently vested in respect of such year in accordance with the
preceding clause (i)), option grants made in respect of such year or the
exercise of any options during such year.
(c) Medical Insurance. During the Employment Period, the Company shall
provide to Employee and Employee's immediate family a comprehensive policy of
health insurance.
(d) Life Insurance/Disability Insurance. Beginning on the first anniversary
of the Effective Date and for the balance of the Employment Period, the Company
shall, to the extent reasonably available on customary terms and rates,
(i) provide Employee with term life insurance in a face amount equal to
$1,000,000, and (ii) have Employee covered by reasonably comprehensive
disability insurance or, at Employee's election, otherwise reimburse Employee
for the cost of such a policy in an amount not to exceed $5,000 per year;
provided that such $5,000 amount shall be increased as the age of the Employee
increases for any year during the Employment Period as may be necessary to
maintain the same level of insurance as in effect during the second year of the
Employment Period. Employee agrees to submit to such medical examinations as may
be required in order to secure or maintain such policies of insurance.
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(e) Vacations. Employee shall be entitled to reasonable paid vacations in
accordance with the then regular procedures of the Company governing executives,
not to exceed four weeks per annum, in the aggregate.
(f) Office/Secretary. During the Employment Period, Employee shall be
entitled to secretarial services and a private office commensurate with his
title and duties.
(g) Stock and Stock Options.
(i) The Company will grant Employee between 8,000 and 10,000 common
shares of beneficial interest, par value $.01 per share, of the Company
("Shares"), such grant to vest one-third (1/3) on each of the first
anniversary of the Effective Date, the second anniversary of the Effective
Date and the third anniversary of the Effective Date, if Employee continues
to be employed by the Company on the applicable vesting date (except as
otherwise provided in Paragraph 8 hereof). In the event of any change in
the Shares by reason of share dividends, share splits, spin-offs, mergers,
recapitalizations, combinations, conversions, exchanges of shares or the
like or the issuance of Shares, the number of Unrestricted Shares shall be
appropriately adjusted.
(ii) Employee shall also be eligible for the grant of stock options in
an amount to be determined by the Board of Trustees, or any compensation
committee thereof, in its discretion from time to time.
(iii) After the first anniversary of the Effective Date, Employee
shall be eligible for the grant of additional Shares, as determined by the
Board of Trustees, or any compensation committee thereof, in its
discretion, with such grant, if any, to be in an amount and on terms and
conditions (including without limitation vesting) comparable to those
applicable to other executives of the Company with duties and
responsibilities analogous to those of Employee.
(h) Fringe Benefits. During the Employment Period, the Company shall
provide Employee with (i) memberships (including initiation fees, annual dues
and other recurring expenses) for each YPO, NMHC, ULI and Xxxx Leadership
Roundtable and (ii) professional assistance in tax preparation and financial
planning not to exceed $1,000 per year of the Employment Period (in each case
adjusted annually for inflation by the CPI Adjustment).
(i) Other Benefits. During the Employment Period, the Company shall provide
to Employee such other benefits, including the right to participate in such
retirement or pension plans, as are made generally available to employees of the
Company from time to time. Employee's service with Xxxxxxxx Xxxx Residential or
any of its affiliates shall be taken into account for purposes of vesting and
eligibility with respect to all of the Company's employee benefit plans or
arrangements (including, without limitation, vacation policies) and the accrual
of benefits thereunder.
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4. AUTOMOBILE. The Company shall provide Employee with a monthly car
allowance of not less than $572 per month (adjusted annually for inflation on
the basis of changes in the CPI), provided that, with Employee's consent, the
Company may instead purchase or lease, and maintain insurance on, an automobile
of comparable value for use by Employee during the Employment Period, which
automobile Employee shall operate and maintain, at his own expense, with the
same standard of care Employee applies to his own property and as may be
required under any applicable lease agreement.
5. EXPENSES/INDEMNIFICATION.
(a) During the Employment Period, the Company shall reimburse Employee for
the reasonable business expenses incurred by Employee in the course of
performing his duties for the Company hereunder, including but not limited to
expenses incurred in connection with out-of-town business travels and related
cellular phone usage, upon submission of invoices, vouchers or other appropriate
documentation, as may be required in accordance with the policies in effect from
time to time for executive employees of the Company.
(b) To the full extent permitted by law and subject to the Company's
Amended and Restated Declaration of Trust, as amended from time to time, and
Second Amended and Restated By-Laws, as amended from time to time, the Company
shall indemnify Employee with respect to any actions commenced against Employee
in his capacity as an officer or trustee or former officer or trustee of the
Company, or any affiliate thereof for which he may serve in such capacity, and
the Company shall advance on a timely basis any expenses incurred in defending
such actions. The obligation to indemnify hereunder shall survive the
termination of this Agreement. The Company agrees to use its best efforts to
secure and maintain officers and trustees insurance with respect to Employee.
6. EMPLOYER'S AUTHORITY/POLICIES. Employee agrees to observe and comply
with the rules and regulations of the Company as adopted by the Board of
Trustees respecting the performance of his duties and to carry out and perform
orders, directions and policies communicated to him from time to time by the
Board. Employee agrees to abide by the Company's xxxxxxx xxxxxxx policies and
procedures and the Company's Code of Ethics, and agrees to make annual
certifications or affirmations to such effect if requested by the Company.
7. RECORDS/NONDISCLOSURE/COMPANY POLICIES.
(a) General. All records, financial statements and similar documents
obtained, reviewed or compiled by Employee in the course of the performance by
him of services for the Company, whether or not confidential information or
trade secrets, shall be the exclusive property of the Company. Employee shall
have no rights in such documents upon any termination of this Agreement.
(b) Confidential Information. Employee will not disclose to any person or
entity (except as required by applicable law, with the Company's consent or in
connection with the performance of his duties and responsibilities hereunder),
or use for his own benefit or gain, any confidential information of the Company
obtained by him incident to his employment with the Company. The term
"confidential information" includes, without limitation, financial information,
business plans, prospects and opportunities which have been discussed or
considered by the management of the Company but does not include any information
which has become part of the public domain by means other than the Employee's
non-observance of his obligations hereunder. This paragraph shall survive the
termination of this Agreement.
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8. TERMINATION/SEVERANCE.
(a) At-Will Employment. Employee's employment hereunder is "at will" and,
therefore, may be terminated at any time, with or without cause, at the option
of the Company, subject only to the severance obligations under this
Paragraph 8. Upon any termination hereunder, the Employment Period shall expire.
(b) Termination by the Company For Good Reason or Voluntarily by Employee.
If (A) Employee is terminated by the Company for Good Reason (as defined in
Paragraph 8(d) below) or (B) if Employee shall voluntarily terminate his
employment hereunder (but other than by reason of a Force Out (as defined in
Paragraph 8(d) below), and other than pursuant to a Change of Control Event (as
defined in Paragraph 8(d) below)), then the Employment Period shall end and
Employee shall be entitled to receive his Base Salary at the rate provided
pursuant to Section 3(a) for the period up to and including the date on which
such termination shall take effect.
(c) Other Terminations. If (A) Employee's employment is terminated by the
Company without Employee's consent and other than for Good Reason, or (B)
Employee terminates his employment by reason of or at any time following a Force
Out, or (C) Employee's employment is terminated by reason of his death, or (D)
Employee's employment is terminated pursuant to a Change of Control Event,
Employee, or his estate, as the case may be, shall be entitled:
(i) to immediately vest in any outstanding stock options and grants of
Shares; and
(ii) to the payment of an amount (the "Severance Amount"), equal to
one times the sum of (x) his Base Salary under Paragraph 3(a) at the rate
then in effect, and (y) the amount equal to the greater of (1) his bonus
received in respect of the immediately preceding fiscal year under
Paragraph 3(b) or (2) any bonus award that the Board of Trustees or any
committee thereof has approved for any period that has closed prior to the
date of termination but has not yet been paid.
The Severance Amount shall be paid as a lump sum within fifteen (15) days of
such termination. In the event that any stock option plan or option agreement of
the Company provides terms for the acceleration and/or exercise of options
following a termination of employment that vary from or are otherwise
inconsistent with the foregoing, the Company shall take such actions as may be
necessary to amend such plan or option agreement. Notwithstanding the foregoing,
in the event of a termination by reason of Employee's death, the Severance
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Amount shall be zero if the life insurance proceeds payable under
Paragraph (3)(d) equal or exceed $1,000,000. During the remaining term of the
Employment Period (or what would have been the remaining term if Employee's
employment had not been terminated), the Company shall provide Employee with the
benefits described in Paragraph 3(c).
(d) Definitions. For purposes of this Paragraph 8, the following terms
shall have the indicated definitions:
(1) "Change of Control" shall mean the occurrence of any one of the
following events:
(A) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Act")
(other than the Company, any of its Subsidiaries (as defined below),
any trustee, fiduciary or other person or entity holding securities
under any employee benefit plan of the Company or any of its
Subsidiaries), together with all "affiliates" and "associates" (as
such terms are defined in Rule 12b-2 under the Act) of such person,
shall become the "beneficial owner" (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the
Company representing 40% or more of either (i) the combined voting
power of the Company's then outstanding securities having the right to
vote in an election of the Board of Trustees ("Voting Securities") or
(ii) the then outstanding Shares (in either such case other than as a
result of acquisition of securities directly from the Company); or
(B) persons who, as of the date hereof, constitute the Board of
Trustees (the "Incumbent Trustees") cease for any reason, including,
without limitation, as a result of a tender offer, proxy contest,
merger or similar transaction, to constitute at least a majority of
the Board, provided that any person becoming a trustee of the Company
subsequent to the date hereof whose election or nomination for
election was approved by a vote of at least a majority of the
Incumbent Trustees or was approved by a nominating committee of the
Board shall, for purposes of this Agreement, be considered an
Incumbent Trustee; or
(C) the shareholders of the Company shall approve (i) any
consolidation or merger of the Company or any Subsidiary where the
shareholders of the Company, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger,
beneficially own (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, shares representing in the aggregate 50%
of the voting shares of the corporation issuing cash or securities in
the consolidation or merger (or of its ultimate parent corporation, if
any), (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions contemplated or arranged by
any party as a single plan) of all or substantially all of the assets
of the Company or (iii) any plan or proposal for the liquidation or
dissolution of the Company;
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Notwithstanding the foregoing, a "Change of Control" shall not be deemed to
have occurred for purposes of the foregoing clause (A) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
Shares or other Voting Securities outstanding, increases (x) the proportionate
number of Shares beneficially owned by any person to 40% or more of the Shares
then outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person to 40% or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that
if any person referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial owner of any additional Shares or other Voting Securities
(other than pursuant to a share split, stock dividend, or similar transaction),
then a "Change of Control" shall be deemed to have occurred for purposes of the
foregoing clause (A).
As used in this definition of "Change of Control," the term "Subsidiary"
means Gables Realty Limited Partnership, Central Apartment Management, Inc.,
East Apartment Management, Inc., Gables Central Construction, Inc., and Gables
East Construction, Inc., and any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.
(2) A "Change of Control Event" shall mean any voluntary or involuntary
termination of Employee's employment occurring within six (6) months following a
Change of Control.
(3) A "Force Out" shall be deemed to have occurred in the event of: (1) a
material breach by the Company of any obligation under this Agreement, including
but not limited to those under Paragraphs 2 and 3 hereof, (2) a substantial
diminution in the duties or responsibilities of Employee, (3) a relocation of
Employee to any location outside of the greater Boca Raton metropolitan area
during the first twelve months after the Effective Date without the Employee's
consent, or (4) failure by the Board of Trustees to nominate Employee for
election as a member of the Board of Trustees.
(4) "Good Reason" shall mean a finding by the Board of Trustees, that the
Employee has (a) acted with gross negligence or willful misconduct in connection
with the performance of his material duties hereunder, (b) defaulted in the
performance of his material duties hereunder and has not corrected such action
within 15 days of receipt of written notice thereof; (c) acted against the best
interests of the Company or committed a material act of common law fraud against
the Company or its employees, which act in either event has had a material and
adverse impact on the financial affairs of the Company; (d) been convicted of a
felony and such conviction has a material adverse affect on the interests of the
Company; or (e) the continuing disability of Employee following the expiration
of the Disability Period (as defined in Paragraph 8(e)) under circumstances
where Employee is entitled to benefits payable under the disability insurance
policy of the Company.
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(e) Disability. If Employee shall become unable to efficiently perform his
duties hereunder because of any physical or mental disability or illness, he
shall be entitled to his regular compensation until (i) the period of disability
or illness (whether or not the same disability or illness) shall exceed 180
consecutive days during the Employment Period. This Agreement thereafter may be
terminated by the Company as provided in Paragraph 8(b), provided that, Employee
shall immediately vest in any outstanding options and stock grants to the same
extent as if the termination had been pursuant to Paragraph 8(c)(C).
(f) Arbitration in the Event of a Dispute Regarding the Nature of
Termination. In the event that the Company terminates Employee's employment for
Good Reason (as defined above), and Employee contends that Good Reason did not
exist, the Company's only obligation shall be to submit such claim to
arbitration before the American Arbitration Association ("AAA"). In such a
proceeding, the only issue before the arbitrator will be whether Employee was in
fact terminated for Good Reason. If the arbitrator determines that Employee was
not terminated for Good Reason, the only remedy that the arbitrator may award is
an amount equal to the Severance Payment specified in Paragraph 8(c), the costs
of arbitration, and Employee's attorneys' fees. If the arbitrator finds that
Employee was terminated for Good Reason, the arbitrator will be without
authority to award Employee anything, and the parties will each be responsible
for their own attorneys' fees, and they will divide the costs of arbitration
equally. Judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. This Paragraph 8(f) shall be specifically
enforceable. Notwithstanding the foregoing, this Paragraph 8(f) shall not
preclude the Company from pursuing a court action for the sole purpose of
obtaining a temporary restraining order or a preliminary injunction in
circumstances in which such relief is appropriate, provided that any other
relief shall be pursued through an arbitration proceeding pursuant to this
Paragraph 8(f).
(g) No Mitigation. Without regard to the reason for the termination of
Employee's employment hereunder, Employee shall be under no obligation to
mitigate damages with respect to such termination under any circumstances and in
the event Employee is employed or receives income from any other source, there
shall be no offset against the amounts due from the Company hereunder.
9. NON-COMPETITION. Because Employee's services to the Company are special
and because the Employee has access to the Company's confidential information,
Employee covenants and agrees that if, during the Original Term or any Renewal
Term, his employment is terminated for Good Reason or if he voluntarily
terminates his employment (other than by reason of a Force Out or pursuant to a
Change of Control Event), for a period of twelve months from the date of such
termination he will not, directly or indirectly, either on his own behalf or on
behalf of any business, corporation, partnership, association, agency, or other
person or other entity with which Employee may be associated, or otherwise
engage in any business or undertaking directly competitive with the businesses
being carried on by the Company in respect of any multifamily residential real
estate project undertaken or being considered by the Company at the time of
termination without prior written consent of the Board of Trustees. Restricted
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activities under this Paragraph 9 include, but are not limited to, the
acquisition, development, construction, operation, management or leasing of any
multifamily residential real estate project, including contracting or agreeing
to do any of the foregoing or advising or consulting with any person regarding
the foregoing. This Paragraph 9 shall not be interpreted to prevent the Employee
from retaining any interests in multifamily residential apartment properties
permitted under Paragraph 2(b)(i). This Paragraph 9 shall survive the
termination of this Agreement.
10. NON-SOLICITATION. During the Original Term or any Renewal Term and for
a period of twelve months from the date of any termination of employment,
Employee covenants and agrees that Employee (a) will not, directly or
indirectly, solicit or induce any present or future employee of the Company or
any Subsidiary to accept employment with Employee or with any business,
corporation, partnership, association, agency, or other person or other entity
with which Employee may be associated, (b) will not employ or cause any
business, corporation, partnership, association agency, or other person or
entity with which Employee may be associated to employ any present or future
employee of the Company or any Subsidiary without providing the Company with ten
(10) days' prior written notice of such proposed employment and (c) will not,
directly or indirectly, either for himself or for any other business, operation,
corporation, partnership, association, agency, or other person or entity, call
upon, compete for or solicit the third party property owners with whom the
Company or any of its subsidiaries has an existing property management agreement
as of the Effective Date as set forth in any of the schedules to the
Contribution Agreement. This Paragraph 10 shall survive the termination of this
Agreement. Notwithstanding the foregoing, effective on the first anniversary of
the Effective Date this Section 10 shall be amended to reflect the terms of the
non-solicitation clause then included in the standard employment agreement used
by the Company for other executive officers.
11. LITIGATION AND REGULATORY COOPERATION. During and after the Employee's
employment, the Employee shall cooperate fully with the Company in the defense
or prosecution of any claims or actions now in existence or which may be brought
in the future against or on behalf of the Company which relate to events or
occurrences that transpired while the Employee was employed by the Company. The
Employee's full cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During or after the Employee's employment, the
Employee also shall cooperate fully with the Company in connection with any
investigation or review of any federal, state or local regulatory authority as
any such investigation or review relates to events or occurrences that
transpired while the Employee was employed by the Company. The Company shall
reimburse the Employee for any reasonable out-of-pocket expenses incurred in
connection with the Employee's performance of obligations pursuant to this
Paragraph 11. This Paragraph 11 shall survive the termination of this Agreement.
If at a time when Employee is no longer employed by the Company he is required
to devote more than one-half (1/2) of a business day to cooperation with the
Company pursuant to this Paragraph 11, the Company shall compensate Employee on
a per diem basis at a daily rate calculated as 1/365th of the Base Salary in
effect pursuant to Paragraph 3(a) as of the time Employee's employment with the
Company terminated.
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12. CONFLICTING AGREEMENTS. Employee hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder. The parties agree that this agreement supersedes and
replaces any prior written employment agreement between the Company and Employee
of similar scope and nature.
13. NOTICES. Any notice required or permitted hereunder shall be in writing
and shall be deemed sufficient when given by hand or by nationally recognized
overnight courier or by express, registered or certified mail, postage prepaid,
return receipt requested, and addressed to the Company or Employee, as
applicable, at the address indicated above (or to such other address as may be
provided by notice).
14. MISCELLANEOUS. This Agreement (i) constitutes the entire agreement
between the parties concerning the subjects hereof and supersedes any and all
prior agreements or understandings, (ii) may not be assigned by Employee without
the prior written consent of the Company, and (iii) may be assigned by the
Company and shall be binding upon, and inure to the benefit of, the Company's
successors and assigns. Headings herein are for convenience of reference only
and shall not define, limit or interpret the contents hereof.
15. AMENDMENT. This Agreement may be amended, modified or supplemented by
the mutual consent of the parties in writing, but no oral amendment,
modification or supplement shall be effective. 16. Specific Enforcement. The
provisions of this Agreement are to be specifically enforced if not performed
according to their terms. Without limiting the generality of the foregoing, the
parties acknowledge that the Company would be irreparably damaged and there
would be no adequate remedy at law for Employee's breach of Paragraphs 7, 9
and 10 of this Agreement and, accordingly, Employee hereby consents to the entry
of any temporary restraining order or preliminary or ex parte injunction, in
addition to any other remedies available at law or in equity, to enforce the
provisions thereof. This Paragraph 14 shall survive the termination of this
Agreement.
17. SEVERABILITY. The provisions of this Agreement are severable. The
invalidity of any provision shall not affect the validity of any other
provision.
18. GOVERNING LAW . This Agreement shall be construed and regulated in all
respects under the laws of the State of Maryland.
IN WITNESS WHEREOF, this Agreement is entered into as of the date and year first
above written.
GABLES RESIDENTIAL TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Chief Executive Officer
EMPLOYEE
/s/ Xxxxx X. Xxxxxxx
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