FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 99.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of November
27, 2007, by and between Camden Property Trust, a Texas real estate investment trust (the
“Company”), and
_____
(“Executive”).
WHEREAS, the Company and Executive have entered into an Employment Agreement, dated as of
_____
(the “Employment Agreement”);
WHEREAS, the Company and Executive desire to amend the Employment Agreement, effective as of
January 1, 2008, to comply with Section 409A of the Code as set forth herein.
NOW, THEREFORE, the Company and Executive agree as follows:
1. Payment of Severance Benefit upon Termination For Reason Other Than For Cause. The
following is added as the second sentence of the first paragraph of Section 8(a) of the Employment
Agreement:
“Such severance payment shall be paid to the Executive within five business days of
termination, but in no later than March 15 of the year following the date of
termination.”
2. Payment of Severance Benefit. The first sentence of the third paragraph of Section
8(d) of the Employment Agreement is amended and restated to read in its entirety as follows:
“Following the occurrence of a Change of Control as defined in Section 2(e), the
Severance Benefit shall automatically become fully vested in favor of the Executive
and the Company shall transfer an amount equal to the Severance Benefit into an
irrevocable trust, commonly referred to as a rabbi trust (the “Rabbi Trust”), for
accumulating and holding funds or assets of the Company to be used solely for the
purpose of paying such Severance Benefit. Neither Executive nor his beneficiaries
shall be deemed to have any legal or equitable interest in any specific assets of
the Company or in the assets of the Rabbi Trust, nor any preference or priority over
the rights of any general unsecured creditor of the Company. The funds and assets
of the Rabbi Trust shall remain subject to the claims of creditors of the Company in
the event of insolvency of the Company. The Severance Benefit shall be payable in a
single lump sum in immediately available funds, in United States Dollars, on the
first business day following the date that is six months after the date of the
Executive’s separation from service, as defined in Code Section 409A(a)(2)(A)(i) and
guidance issued thereunder.”
3. Successors and Assigns. Section 14 of the Employment Agreement is amended and
restated to read in its entirety as follows:
“This Agreement may not be assigned by the Executive without the prior written
consent of the Company, and may be assigned by the Company and shall be binding
upon, and inure to the benefit of, the Company’s successors and assigns. The
Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. As used in this Agreement, “Company” shall
mean the Company as defined above and any successor to its business and/or assets
that assumes and agrees to perform this Agreement by operation of law, or
otherwise.”
4. Effective Date. The provisions of this Amendment shall be effective commencing as
of January 1, 2008.
5. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Employment Agreement.
6. Ratification. Except as otherwise expressly provided in this Amendment, the
Employment Agreement is hereby ratified and confirmed and shall continue in full force and effect
in accordance with its terms.
7. Counterparts. This Amendment may be executed in identical counterparts, which when
taken together shall constitute one and the same instrument. A counterpart transmitted by
facsimile shall be deemed an original for all purposes.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
| CAMDEN PROPERTY TRUST | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| EXECUTIVE | ||||
| Name: | ||||
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