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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
as of the 15th day of February, 1999, ("Effective Date") by and between XXXXXXX
X. XXXXXXX, XX., an individual resident of the State of North Carolina (the
"Executive"), SUMMIT PROPERTIES INC., a Maryland corporation, and SUMMIT
MANAGEMENT COMPANY, a Maryland corporation. Summit Properties Inc. and Summit
Management Company are referred to herein collectively as the "Company";
W I T N E S S E T H:
WHEREAS, the Company desires to employ Executive, and Executive desires
to be employed by the Company on the terms and conditions contained in this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement,
intending to be legally bound, hereby agree as follows:
1.
Employment
Subject to the terms of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts such employment with the Company.
Executive shall serve in the capacity of Chairman of the Board of Directors of
Summit Properties Inc. and Summit Management Company and shall have the duties,
rights and responsibilities normally associated with such positions consistent
with the Bylaws of Summit Properties Inc. and Summit Management Company,
respectively, together with such other reasonable duties relating to the
operation of the business of the Company and its affiliates as may be assigned
to him from time to time by the Board of Directors of Summit Properties Inc. or
Summit Management Company (collectively, the "Board") or as may otherwise be
provided in such Bylaws. Executive shall devote a portion of his business time,
skills and efforts to rendering services on behalf of the Company and its
affiliates and shall exercise such care as is customarily required by executives
undertaking similar duties for entities similar to the Company. The Company
acknowledges that (i) Executive's duties have not required in the past and will
not require in the future Executive to devote his full-time during normal
business hours to the business and affairs of the Company, and that (ii)
Executive intends to pursue other business interests during the term of this
Agreement subject to the restrictions of a non-competition agreement between
Executive and the Company of even date herewith (the "Noncompetition
Agreement"). During the term of this Agreement, the Company shall provide
Executive at the Company's expense with full-time secretarial, receptionist and
other administrative support services, including use of telephone, copier,
facsimile, and other such office equipment. Executive shall have use of such
services and equipment notwithstanding that Executive is not a full-time
Executive of the Company or that Executive uses such services and equipment for
other business purposes not inconsistent with the
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Noncompetition Agreement. The Company shall also provide Executive with a
private area commensurate with Executive's title and duties.
2.
Compensation; Expenses
2.1 Base Salary. Commencing on January 1, 1999, the Company shall
pay Executive during the term of Executive's employment under
this Agreement, a base salary equal to One Hundred Fifty
Thousand and 00/100 Dollars ($150,000.00) per annum (the "Base
Salary"), which amount shall be subject to adjustment, if any,
in accordance with this ss. 2.1. The Compensation Committee of
the Board (the "Committee") shall review Executive's Base
Salary on an annual basis, and the Committee upon such review
and in its sole discretion, may increase or decrease
Executive's Base Salary by an amount which the Committee deems
appropriate in light of the Company's and Executive's
performance during the period covered by such review;
provided, however, that Executive's Base Salary shall not be
reduced below One Hundred Fifty Thousand and 00/100 Dollars
($150,000.00) per annum. The Base Salary, less all applicable
withholding taxes, shall be paid to Executive in accordance
with the payroll procedures in effect with respect to officers
of the Company.
2.2 Incentive Compensation. In addition to the Base Salary payable
to Executive pursuant to Paragraph 2.1 and any special
compensatory arrangements which the Committee provides for
Executive, effective as of the Effective Date, Executive shall
be entitled to participate in any incentive compensation plans
in effect with respect to senior executive officers of the
Company, with the criteria for Executive's participation in
such plans to be established by the Committee in its sole
discretion.
2.3 Stock Options. Executive shall be entitled to participate in
employee stock option plans from time to time established for
the benefit of employees of the Company in accordance with the
terms and conditions of such plans.
2.4 Expenses. Executive shall be reimbursed for all reasonable
business-related expenses incurred by Executive at the request
of or on behalf of the Company.
2.5 Participation in Employee Benefit Plans. Executive shall be
entitled to participate in such medical, dental, disability,
hospitalization, life insurance, profit sharing and other
benefit plans as the Company shall maintain from time to time
for the benefit of executive officers of the Company, on the
terms and subject to the conditions set forth in such plans.
In addition, during the term of this Agreement, Executive
shall be entitled to a comprehensive annual physical
performed, at the company's expense, by the physician or
medical group of Executive's choosing.
2.6 Compensation upon Termination of Employment. If Employee's
employment
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under this Agreement is terminated for any reason whatsoever,
Employee shall not thereafter be entitled to receive any Base
Salary for periods following such termination; provided,
however, that Employee shall be entitled to receive any Base
Salary which may be owed to Employee but is unpaid as of the
date on which Employee's employment is terminated. The
benefits, if any, payable to or on behalf of Employee upon
Employee's termination of employment from the Company under
any employee benefit plans and incentive compensation and
other compensatory arrangements shall be governed by the terms
and conditions for benefit payments set forth in such plans
and arrangements.
2.7 Vacation. In addition to Company holidays, Executive shall
receive such paid vacation time each year during the term of
this Agreement consistent with vacation policies of the
Company for its executive officers. Said paid vacation time
shall initially be twenty days. Any unused vacation days in
any year may not be carried over to subsequent years, and
Executive shall receive no additional compensation for any
unused vacation days.
2.8 Perquisites. Executive shall be entitled to receive such
individual perquisites as are consistent with the Company's
policies applicable to its executive officers.
3.
Term of Employment
3.1 Term. The employment relationship under the Agreement shall
commence as of the above written date (the "Effective Date")
and shall continue until the date twenty (20) business days
after written notice is given to the other party by either the
Company or Employee that the employment relationship shall
terminate. Such termination notice may be given by either
party without cause and for any or no reason.
4.
Miscellaneous
4.1. Binding Effect. This Agreement shall inure to the benefit of
and shall be binding upon Executive and his executor,
administrator, heirs, personal representative and assigns, and
the Company and its successors and assigns; provided, however,
that Executive shall not be entitled to assign or delegate any
of his rights or obligations hereunder without the prior
written consent of Company; and further provided that the
Company shall not be entitled to assign or delegate any of its
rights or obligations hereunder except to a corporation,
partnership or other business entity that is, directly or
indirectly, controlled by or under common control with Summit
Properties Inc.
4.2. Construction of Agreement. No provision of this Agreement or
any related
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document shall be construed against or interpreted to the
disadvantage or any party hereto by any court or other
governmental or judicial authority by reason of such party
having or being deemed to have structured or drafted such
provision.
4.3 Amendment; Waiver. Except as otherwise expressly provided in
this Agreement, no amendment, modification or discharge of
this Agreement shall be valid or binding unless set forth in
writing and duly executed by each of the parties hereto. Any
waiver by an party or consent by any party to any variation
from any provision of this Agreement shall be valid only if in
writing and only in the specific instance in which it is
given, and no such waiver or consent shall be construed as a
waiver of any other provision or as a consent with respect to
any similar instance or circumstance.
4.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North
Carolina.
4.5. Survival of Agreements. All covenants and agreements made
herein shall survive the execution and delivery of this
Agreement and the termination of Executive's employment
hereunder for any reason.
4.6 Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
4.7 Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be
deemed to be given when delivered personally or mailed first
class, registered or certified mail, postage prepaid, in
either case, addressed as follows:
(a) If to Executive:
Xxxxxxx X. XxXxxxx, Xx.
At last known address as reflected
in the Company's records.
(b) If to the Company, addressed to:
Summit Properties Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
4.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
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4.9 Entire Agreement. This Agreement, together with the
Noncompetition Agreement, Indemnification Agreement, and
Executive Severance Agreement, constitute the entire agreement
of the parties with respect to the subject matter hereof and
upon the Effective Date, will supersede and replace all prior
agreements, written and oral, between the parties hereto or
with respect to the subject matter hereof. This Agreement may
be modified only by a written instrument signed by each of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SUMMIT PROPERTIES INC.
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
Title: President
SUMMIT MANAGEMENT COMPANY
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
Title: Vice President
Collectively, the "Company"
/s/ Xxxxxxx X. XxXxxxx, Xx. [SEAL]
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Xxxxxxx X. XxXxxxx, Xx.
"Executive"
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