SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
Exhibit 99.1
This SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (this “Agreement”) dated as of November
5, 2009 is by and between Xxxxx X. Xxxxxx (“Executive”) and American Campus Communities, Inc., a
Maryland corporation (the “Company”).
WHEREAS, the Company and Executive have entered into an Employment Agreement dated as of
August 11, 2004 (“Employment Agreement”);
WHEREAS, Executive shall resign as an employee and officer of the Company and all entities
related to the Company, and also resign as a director, manager or similar functionary of all
entities related to the Company (but shall not resign as a member of the Board or any committee
thereof), effective as of March 31, 2010 (the “Termination Date”);
WHEREAS, the parties agree that Executive’s separation from employment is the result of a
mutual agreement between Executive and the Company; and
WHEREAS, Executive and the Company have agreed to provide each other with a general release of
claims as contained herein and in the Supplemental Mutual General Release Agreement in the form
attached hereto as Exhibit A (the “Supplemental Release”).
NOW, THEREFORE, Executive and the Company agree to enter into this Agreement setting forth
their respective obligations related to Executive’s separation as follows:
1. Separation of Employment. Effective as of the Termination Date, Executive resign
as an employee and officer of the Company and all entities related to the Company, and as a
director, manager or similar functionary of all entities related to the Company (but shall not
resign as a member of the Board or any committee thereof).
2. Special Compensation and Benefits.
(a) The Company will pay to Executive the Accrued Obligations within five business days of the
Effective Date (as defined below), except the amount payable with respect to unpaid Annual Bonus,
which shall be paid on the earlier of (i) the first anniversary of the date upon which Executive’s
Annual Bonus was paid in respect of 2009, or (ii) at such time as Annual Bonus amounts are paid to
other senior executives of the Company.
(b) The Company may pay to Executive an Annual Bonus for 2009 in an amount determined by the
Compensation Committee of the Board in its sole discretion based on Executive’s performance. The
Company shall pay to Executive the Annual Bonus, if any, at such time as such Annual Bonuses are
paid to other senior executives of the Company.
(c) Subject to the removal provisions set forth in the Company’s charter and applicable law,
Executive shall remain as a member of the Board and the Executive Committee of the Board until the
2010 annual meeting of stockholders of the Company. The Board may, but is under no obligation to,
re-nominate Executive to the Board at subsequent annual meetings
of stockholders of the Company. During the period commencing on the Termination Date and
ending on the date that Executive ceases to serve as a member of the Board, the Company shall
pay
to Executive the same compensation paid to and all other benefits made available to all other
non-employee members of the Board (other than the Chairman of the Board) and reimburse Executive
for travel expenses incurred in connection with the Company’s business, including attendance at
meetings of the Board and its committees on the same basis as other non-employee members of the
Board are reimbursed.
(d) With respect to the period commencing on the Effective Date and ending on the Termination
Date, the parties agree as follows:
(i) Executive shall perform all duties that the Chief Executive Officer of the Company
reasonably requests Executive to perform; and
(ii) Executive is hereby released from any and all obligations under the Employment
Agreement to devote his full business time, attention, skill and best efforts to the
performance of his duties under the Employment Agreement, and Executive may engage in
activities relating to the exploration of other business interests and may engage in other
part time employment to the extent that such activities and employment does not unreasonably
interfere with the performance of the duties described in clause (i) above and subject to
the provisions of the Noncompete Agreement and his fiduciary and confidentiality obligations
to the Company and its affiliates. The parties further agree that the provisions of this
Section 2(d) shall supersede any provision of the Employment Agreement, including but not
limited to Section 3(b) of the Employment Agreement, and that none of the actions described
in this Section 2(d) will be deemed to be a breach of the Employment Agreement (or entitle
the Company to terminate Executive’s employment for Cause or entitle Executive to terminate
his employment for Good Reason) or this Agreement.
(e) Executive shall retain all of the restricted stock awards, common units and other
stock-based awards previously granted to Executive under the Plan or otherwise that have vested as
of the Termination Date. Executive acknowledges and agrees that Executive shall, as of the
Termination Date, forfeit any and all portions of any restricted stock awards or other stock-based
awards unvested as of the Termination Date previously granted to Executive under the Plan or
otherwise. With respect to all such common units, Executive shall have all rights as all other
common unitholders under the Limited Partnership Agreement of American Campus Communities Operating
Partnership LP and, with respect to such restricted stock and other stock-based awards, Executive
shall have all rights set forth in the Plan and the applicable award agreements.
(f) As of the Termination Date, neither the Company nor any of its affiliates shall have any
obligation to Executive arising out of the Employment Agreement.
(g) On the Termination Date, Executive and the Company shall sign and deliver to the other the
Supplemental Release. Should Executive or the Company fail to sign and deliver the Supplemental
Release on the Termination Date, he or it shall be deemed to have willfully breached a material
provision of this Agreement. In the event of a breach of this Section 2(g), the non-breaching party shall be entitled to an order of specific performance
from a court of competent jurisdiction requiring the breaching party to sign and deliver the
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Supplemental Release to the other and the breaching party hereby consents to the entry of such an
order.
(h) The Company shall reimburse Executive for reasonable attorneys’ fees incurred by Executive
in the review and analysis of this Agreement, such reimbursement to be made within 30 days of
submission of invoices for such fees to the Company, but in no event later than December 31 of the
year following when such fees are incurred.
(i) From the Effective Date through the Termination Date, the Company shall continue to pay
Executive his Compensation as provided under Section 4 of the Employment Agreement, including but
not limited to his Base Salary and all other payments and benefits to which he is entitled under
the Employment Agreement through the Termination Date.
3. General Release by Executive. In return for the special compensation and benefits
referenced in this Agreement, Executive agrees to the following:
(a) Executive agrees, on behalf of himself and all of his heirs or personal representatives,
to release the Company and all of its subsidiaries, affiliates, predecessors and successors, and
all of their present or former officers, directors, managers, representatives, employees, agents,
employee benefit programs, and the trustees, administrators, fiduciaries and insurers of such
programs (collectively, the “Company Released Parties”), from any and all claims for relief of any
kind, whether known to Executive or unknown, which in any way arise out of or relate to Executive’s
employment at the Company or any of the other Company Released Parties, the separation of his
employment at the Company or any of the other Company Released Parties, any agreements between the
Company or any of the other Company Released Parties and Executive, including but not limited to
the Employment Agreement, and concerning any facts or events occurring at any time up to the
Effective Date, including, but not limited to, any and all claims of discrimination, retaliation or
wrongful discharge of any kind, and any contractual, tort or other common law claims. This
settlement and waiver includes all such claims, whether for breach of contract, quasi-contract,
implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity
interest, any tort claims, including without limitation fraud and misrepresentation, and any and
all claims under any applicable federal laws, including, but not limited to, the Age Discrimination
in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal
Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement
Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair
Labor Standards Act, as amended, the Xxxxxxxx-Xxxxx Act, or under any applicable state or local
laws or ordinances or any other legal restrictions on the Company’s rights, including the Texas
Commission on Human Rights Act and Section 451 of the Texas Labor Code.
(b) Executive further agrees not to file a suit of any kind against the Company or any of the
other Company Released Parties relating to his employment at the Company or any of the other
Company Released Parties, the separation thereof, any agreements between the Company or any of
other the Company Released Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to the Effective
Date, or to participate voluntarily in any employment-related claim brought by any other party
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against the Company or any of the other Company Released Parties. Even if a court rules that
Executive may file a lawsuit against the Company or any of the other Company Released Parties
arising from Executive’s employment at the Company or any of the other Company Released Parties,
the separation thereof, or any facts or events occurring at any time up to the Effective Date,
Executive agrees not to accept any money damages or any other relief in connection with any such
lawsuit. Executive understands that this Agreement effectively waives any right he might have to
xxx the Company or any of the other Company Released Parties for any claim arising out of
Executive’s employment at the Company or any of the other Company Released Parties, any agreements
between the Company or any of the other Company Released Parties and Executive, including but not
limited to the Employment Agreement, or the separation of Executive’s employment.
However, this release does not waive Executive’s rights to enforce this Agreement. In
addition, this release does not give up Executive’s rights, if any, to COBRA benefits under the
Company’s standard benefit programs applicable to Executive. Further, this release does not waive
Executive’s rights to vested equity interests, vested 401(k) or pension monies or Executive’s
rights to indemnification under the Company’s charter or bylaws or the Indemnification Agreement,
dated as of August 11, 2004, between Executive and the Company.
4. General Release by the Company. Except as set forth in the last paragraph of this
Section 4, the Company agrees, on behalf of itself and all of its parent companies, subsidiaries,
affiliates, predecessors and successors, to release Executive and his heirs (collectively, the
“Executive Released Parties”), from any and all claims for relief of any kind, whether known to it
or unknown, which in any way arise out of or relate to Executive’s employment at the Company any of
the other Company Released Parties, the separation of Executive’s employment at the Company or any
of the other Company Released Parties, or any agreements between the Company or any of the other
Company Released Parties and Executive, including but not limited to the Employment Agreement, and
concerning any facts or events occurring at any time up to the Effective Date. This settlement and
waiver includes all claims, whether for breach of contract, quasi-contract, implied contract,
quantum meruit, unjust enrichment, any tort claims, including without limitation fraud,
misrepresentation, breach of fiduciary duty, and any and all claims under any applicable law.
Except as set forth in the last paragraph of this Section 4, the Company further agrees not to
file a suit of any kind against Executive or any of the other Executive Released Parties relating
to Executive’s employment at the Company, the separation thereof, any agreements between the
Company or any of the other Company Released Parties and Executive, including but not limited to
the Employment Agreement, or to participate voluntarily in any employment-related claim brought by
any other party against Executive or any of the other Executive Released Parties. Except as set
forth in the last paragraph of this Section 4, even if a court rules that the Company may file a
lawsuit against Executive or any of the other Executive Released Parties arising from Executive’s
employment at the Company or any of the other Company Released Parties, or the separation thereof,
the Company agrees not to accept any money damages or any other relief in connection with any such
lawsuit. The Company understands that this Agreement effectively waives any right it might have to
xxx Executive or any of the other Executive Released Parties
for any claim arising out of Executive’s employment at the Company or any of the other Company
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Released Parties, any agreements between the Company or the other Company Released Parties and
Executive, including but not limited to the Employment Agreement, the separation of Executive’s
employment, or any facts or events occurring at any time up to the Effective Date, except as set
forth in the last paragraph of this Section 4.
Notwithstanding the generality of the foregoing, nothing contained herein shall release the
Executive or the other Executive Released Parties from any claim relating to (i) a breach by
Executive of any provision of any agreement that pursuant to the Separation Agreement survives the
execution thereof, including but not limited to the Noncompete Agreement, (ii) Executive’s
obligations set forth herein or (iii) Executive’s fraud, willful misconduct, gross negligence or
illegal act.
5. Restrictive Covenants and Miscellaneous Provisions.
(a) Executive confirms that, while he understands that he has had such an obligation since he
began his employment with the Company or any of the other Company Released Parties, he shall not
disclose any of the trade secrets or other Confidential Information (as defined in the Noncompete
Agreement) of the Company or any of the other Company Released Parties and shall not make use of
such trade secrets or Confidential Information in any fashion at any time, including in any future
employment, work or business.
(b) Executive agrees to comply at all times after the Termination Date with the provisions of
the Noncompete Agreement. Executive acknowledges and agrees that the Noncompete Agreement (i)
prohibits Executive until the second anniversary of the Termination Date from, among other things,
(x) engaging in Competitive Activities (as defined in the Noncompete Agreement), and (y)
encouraging, soliciting or inducing any employee of the Company to terminate such person’s
employment, and (ii) shall survive the separation of his employment, regardless of the separation
reason, and shall survive the execution of this Agreement.
(c) Executive understands and agrees that the Company shall have the right to and may xxx him
for breach of this Agreement if he violates the provisions of the Noncompete Agreement or this
Agreement. Executive further acknowledges that but for his agreements to comply with his
obligations described in this Agreement and the Noncompete Agreement, the Company would not provide
him with the compensation, benefits and consideration set forth herein.
(d) The parties acknowledge and agree that (a) a breach of any material provision of this
Agreement by the Company shall entitle Executive to terminate this Agreement and the Employment
Agreement for Good Reason, in which event Executive shall be entitled to the payments and benefits
set forth in Section 8(e) of the Employment Agreement, and (b) a breach of any material provision
of this Agreement by Executive shall entitle the Company to terminate this Agreement and the
Employment Agreement for Cause, in which event Executive shall be entitled to the payment set forth
in Section 8(c)(ii) of the Employment Agreement.
(e) Executive agrees that on or before the Termination Date he will return to the Company all
of the Company’s property in his possession (including originals and all copies), including, but
not limited to, company files, work product, computer equipment, computer
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software, cell phones,
pagers, corporate credit cards, identification cards, manuals, company documents and company keys,
except as may be required to perform his duties as a member of the Board.
(f) This Agreement does not constitute an admission of any kind by the Company.
(g) Executive agrees not to make any statements that disparage the reputation of the Company
or any of the other Company Released Parties, or their properties or services. Executive agrees
that any breach or violation of this non-disparagement provision shall entitle the Company to xxx
him on this Agreement for the immediate recovery of any damages caused by such breach.
(h) The Company agrees not to make any statements that disparage the reputation of Executive.
The Company agrees that any breach or violation of this non-disparagement provision shall entitle
Executive to xxx the Company on this Agreement for the immediate recovery of any damages caused by
such breach.
(i) All payments and benefits under this Agreement are gross amounts and will be subject to
taxes and lawful deductions, if any.
(j) The venue for the litigation of any dispute arising out of this Agreement shall be a court
of competent jurisdiction in Xxxxxx County, Texas. If either party files a lawsuit in state court
arising out of this Agreement, the other party may remove the lawsuit to federal court to the
extent jurisdiction exists. Texas law shall govern the interpretation and enforcement of this
Agreement.
(k) Capitalized terms used herein and not otherwise defined shall the meanings assigned to
such terms in the Employment Agreement.
(l) Executive is entering into this Agreement freely and voluntarily. Executive has carefully
read and understand all of the provisions of this Agreement. Executive understands that it sets
forth the entire agreement between him and Company and Executive represent that no other
statements, promises, or commitments of any kind, written or oral, have been made to him by the
Company, or any of its agents, to cause him to accept it. Executive acknowledges 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 understand and agrees that this Agreement
will not become effective or enforceable until he signs the Agreement (the “Effective Date”).
Executive understands that the Company will have no duty to pay Executive or provide him with the
compensation, benefits, and consideration listed in Section 2 and elsewhere in this Agreement until
the Effective Date.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.
| AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation |
||||
| Date: November 5, 2009 | By: | /s/ Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxxxxxx X. Xxxxxxx, Xx. | ||||
| President and Chief Executive Officer | ||||
| Date: November 5, 2009 | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
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EXHIBIT A
SUPPLEMENTAL MUTUAL GENERAL RELEASE AGREEMENT
This Supplemental Mutual General Release Agreement (this “Agreement’) is entered into on as of
March 31, 2010 by and between American Campus Communities, Inc., a Maryland corporation (the
“Company”) and Xxxxx X. Xxxxxx (“Executive”).
WHEREAS, the Company and Executive entered into a Separation Agreement dated November 5, 2009
(the “Separation Agreement”);
WHEREAS, the Company Executive agreed to sign and deliver this Agreement as a material
inducement to have the other enter into the Separation Agreement; and
WHEREAS, Executive shall resign as an employee and officer of the Company and all entities
related to the Company, and as a director, manager or similar functionary of all entities related
to the Company (but shall not resign as a member of the Board or any committee thereof), effective
as of March 31, 2010 (the “Termination Date”).
NOW, THEREFORE, Executive and the Company hereby agree to enter into this Agreement setting
forth their respective supplemental obligations related to Executive’s separation as follows:
1. Compliance with the Separation Agreement. The parties agree that delivery of this
Agreement shall fulfill their obligations under Section 2(g) of the Separation Agreement.
2. General Release by Executive. In return for the special compensation and benefits
referenced in the Separation Agreement and this Agreement, Executive agrees to the following:
(a) Executive agrees, on behalf of himself and all of his heirs or personal representatives,
to release the Company Released Parties from any and all claims for relief of any kind, whether
known to Executive or unknown, which in any way arise out of or relate to Executive’s employment at
the Company or any of the other Company Released Parties, the separation of his employment at the
Company or any of the other Company Released Parties, any agreements between the Company or any of
the other Company Released Parties and Executive, including but not limited to the Employment
Agreement, and concerning any facts or events occurring at any time up to the Effective Date (as
defined below), including, but not limited to, any and all claims of discrimination, retaliation or
wrongful discharge of any kind, and any contractual, tort or other common law claims. This
settlement and waiver includes all such claims, whether for breach of contract, quasi-contract,
implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity
interest, any tort claims, including without limitation fraud and misrepresentation, and any and
all claims under any applicable federal laws, including, but not limited to, the Age Discrimination
in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal
Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement
Income
Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor
Standards Act, as amended, the Xxxxxxxx-Xxxxx Act, or under any applicable state or local laws or
ordinances or any other legal restrictions on the Company’s rights, including the Texas Commission
on Human Rights Act and Section 451 of the Texas Labor Code.
(b) Executive further agrees not to file a suit of any kind against the Company or any of the
other Company Released Parties relating to his employment at the Company or any of the other
Company Released Parties, the separation thereof, any agreements between the Company or any of
other the Company Released Parties and Executive, including but not limited to the Employment
Agreement, or any facts or events occurring at any time up to the Termination Date, or to
participate voluntarily in any employment-related claim brought by any other party against the
Company or any of the other Company Released Parties. Even if a court rules that Executive may
file a lawsuit against the Company or any of the other Company Released Parties arising from
Executive’s employment at the Company or any of the other Company Released Parties, the separation
thereof, or any facts or events occurring at any time up to the Effective Date, Executive agrees
not to accept any money damages or any other relief in connection with any such lawsuit. Executive
understands that this Agreement effectively waives any right he might have to xxx the Company or
any of the other Company Released Parties for any claim arising out of Executive’s employment at
the Company or any of the other Company Released Parties, any agreements between the Company or any
of the other Company Released Parties and Executive, including but not limited to the Employment
Agreement, or the separation of Executive’s employment.
However, this release does not waive Executive’s rights to enforce this Agreement. In
addition, this release does not give up Executive’s rights, if any, to COBRA benefits under the
Company’s standard benefit programs applicable to Executive. Further, this release does not waive
Executive’s rights to vested equity interests, vested 401(k) or pension monies or Executive’s
rights to indemnification under the Company’s charter or bylaws or the Indemnification Agreement,
dated as of August 11, 2004, between Executive and the Company.
3. General Release by the Company. Except as set forth in the last paragraph of this
Section 3, the Company agrees, on behalf of itself and all the Executive Released Parties, from any
and all claims for relief of any kind, whether known to it or unknown, which in any way arise out
of or relate to Executive’s employment at the Company any of the other Company Released Parties,
the separation of Executive’s employment at the Company or any of the other Company Released
Parties, or any agreements between the Company or any of the other Company Released Parties and
Executive, including but not limited to the Employment Agreement, and concerning any facts or
events occurring at any time up to the Termination Date. This settlement and waiver includes all
claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust
enrichment, any tort claims, including without limitation fraud, misrepresentation, breach of
fiduciary duty, and any and all claims under any applicable law.
Except as set forth in the last paragraph of this Section 3, the Company further agrees not to
file a suit of any kind against Executive or any of the other Executive Released Parties relating
to Executive’s employment at the Company, the separation thereof, any agreements between the
Company or any of the other Company Released Parties and Executive, including but not limited
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to the Employment Agreement, or to participate voluntarily in any employment-related claim
brought by any other party against Executive or any of the other Executive Released Parties.
Except as set forth in the last paragraph of this Section 3, even if a court rules that the Company
may file a lawsuit against Executive or any of the other Executive Released Parties arising from
Executive’s employment at the Company or any of the other Company Released Parties, the separation
thereof, or any facts or events occurring at any time up to the Effective Date, the Company agrees
not to accept any money damages or any other relief in connection with any such lawsuit. The
Company understands that this Agreement effectively waives any right it might have to xxx Executive
or any of the other Executive Released Parties for any claim arising out of Executive’s employment
at the Company or any of the other Company Released Parties, any agreements between the Company or
the other Company Released Parties and Executive, including but not limited to the Employment
Agreement, or the separation of Executive’s employment, except as set forth in the last paragraph
of this Section 3.
Notwithstanding the generality of the foregoing, nothing contained herein shall release the
Executive or the other Executive Released Parties from any claim relating to (i) a breach by
Executive of any provision of any agreement that pursuant to the Separation Agreement survives the
execution thereof, including but not limited to the Noncompete Agreement, (ii) Executive’s
obligations set forth in this Agreement or the Separation Agreement or (iii) Executive’s fraud,
willful misconduct, gross negligence or illegal act.
4. Miscellaneous Provisions.
(a) Capitalized terms used herein and not otherwise defined shall have the meanings assigned
to such terms in the Separation Agreement.
(b) Executive confirms that, while he understands that he has had such an obligation since he
began his employment with the Company or any of the other Company Released Parties, he shall not
disclose any of the trade secrets or other Confidential Information (as defined in the Noncompete
Agreement) of the Company or any of the other Company Released Parties and shall not make use of
such trade secrets or Confidential Information in any fashion at any time, including in any future
employment, work or business.
(c) Executive agrees to comply at all times after the Termination Date with the provisions of
the Noncompete Agreement. Executive acknowledges and agrees that the Noncompete Agreement (i)
prohibits Executive until the second anniversary of the Termination Date from, among other things,
(x) engaging in Competitive Activities (as defined in the Noncompete Agreement), and (y)
encouraging, soliciting or inducing any employee of the Company to terminate such person’s
employment, and (ii) shall survive the separation of his employment, regardless of the separation
reason, and shall survive the execution of this Agreement.
(d) Executive understands and agrees that the Company shall have the right to and may xxx him
for breach if he violates the provisions of the Noncompete Agreement, the Separation Agreement or
this Agreement. Executive further acknowledges that but for his agreements to comply with his
obligations described in this Agreement, the Separation Agreement and the Noncompete Agreement, the
Company would not provide him with the
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compensation, benefits and consideration set forth in Section 2 and elsewhere in the
Separation Agreement.
(e) Executive warrants that he has returned to the Company all of the Company’s property in
his possession (including originals and all copies), including, but not limited to, company files,
work product, computer equipment, computer software, cell phones, pagers, corporate credit cards,
identification cards, manuals, company documents and company keys, except as may be required to
perform his obligations as a member of the Board.
(f) Executive understands that this Agreement does not constitute an admission of any kind by
the Company, but is simply an accommodation that offers certain extra benefits to which he would
not otherwise be entitled in return for his agreeing to and signing this document.
(g) Executive acknowledges that in the course of Executive’s employment with the Company,
Executive has gained knowledge and experience and/or was a witness to events and circumstances that
may arise in the Company’s defense or prosecution of subsequent proceedings. Executive agrees to
cooperate fully with the Company, including without limitation providing truthful testimony and
meeting promptly with Company counsel upon reasonable notice, and to appear upon the Company’s
reasonable request as a witness and/or consultant in defending or prosecuting claims of all kinds,
including but not limited to any litigation, administrative actions or arbitrations, at the
Company’s expense.
(h) Executive is entering into this Agreement freely and voluntarily. Executive has carefully
read and understand all of the provisions of this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.
| AMERICAN CAMPUS COMMUNITIES, INC. |
||||
| Date: March 31, 2010 | By: | |||
| Xxxxxxx X. Xxxxxxx, Xx. | ||||
| President and Chief Executive Officer | ||||
| Date: March 31, 2010 | ||||
| Xxxxx X. Xxxxxx | ||||
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