EXHIBIT 10.1
retirement AND TRANSITION SERVICES AGREEMENT
This Retirement and Transition Services Agreement (this “Agreement”) is entered into as of December 12, 2023 (the “Effective Date”) by and between Albert M. Campbell, III (“Executive”), on the one hand, and MID-AMERICA APARTMENT COMMUNITIES, INC. and MID-AMERICA APARTMENTS, L.P., on behalf of each entity and all of their respective affiliates (individually and collectively, as the context requires, “MAA”), on the other hand.
WHEREAS, Executive is employed by MAA, most recently as Executive Vice-President and Chief Financial Officer;
WHEREAS, in connection with his planned retirement from MAA, Executive will resign, effective at 11:59 pm (Central Time) on March 31, 2024 (the “Resignation Date”), from his position as Executive Vice President and Chief Financial Officer, and all other positions within MAA, other than as a salaried, full-time employee with the title of Senior Advisor from April 1, 2024 (the “Transition Date”) through December 31, 2024 (the “Retirement Date,” and the period beginning on the Transition Date and ending on the Retirement Date, the “Transition Period”).
NOW, THEREFORE, in consideration of each party’s execution of this Agreement, other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged by each party, and the mutual recitals, declarations and representations of the parties as set forth in this Agreement, the parties to this Agreement hereby stipulate and agree as follows:
2
3
4
5
(a) No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a separation from service within the meaning of Section 409A.
(b) If, at the time of the Executive’s termination of employment, the Executive is a specified employee within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the Executive’s termination of employment.
(c) MAA reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax.
(d) Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will MAA reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.
Any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
6
THIS AGREEMENT IS EXECUTED BY EXECUTIVE WITHOUT RELIANCE ON ANY REPRESENTATIONS BY MAA, OR ANY OF ITS REPRESENTATIVES, AND EXECUTIVE FURTHER STATES THAT HE HAS CAREFULLY READ THE FOREGOING RELEASE, HAS BEEN ADVISED OF ITS MEANING AND CONSEQUENCES, HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT, IS AWARE THAT BY SIGNING THIS AGREEMENT HE IS GIVING UP AND WAIVING LEGAL RIGHTS, KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND SIGNS THE SAME AS HIS OWN FREE ACT.
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below:
/s/Albert M. Campbell, III
Albert M. Campbell, III
Date: December 12, 2023
Mid-America Apartment Communities, Inc., on behalf of itself and all its affiliates
By:/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chief Executive Officer
Date: December 12, 2023
Mid-America Apartments, L.P., on behalf of itself and its affiliates
By: Mid-America Apartment Communities, Inc.
Its: General Partner
By:/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chief Executive Officer
Date: December 12, 2023
8
EXHIBIT A
This Release (this “Release”) is entered into as of December 31, 2024, by Albert M. Campbell, III (“Executive”).
WHEREAS, pursuant that certain Retirement and Transition Services Agreement dated December 12, 2023 (the “Agreement”) by and between Executive, on the one hand, and Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., on behalf of each entity and all of their respective affiliates (individually and collectively, as the context requires, “MAA”), on the other hand, Executive is required to execute and deliver this Release.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, Executive agrees as follows:
With the exception of claims that cannot be released as a matter of law, Executive hereby releases MAA (including its parents, subsidiaries, affiliates, and merged and/or affiliated corporations or entities) and its directors, officers, agents and employees, of all causes of action, claims, debts, contracts and agreements which Executive or his heirs may have for any cause known or unknown, including any and all claims relating to Executive’s employment and termination of employment; including but not limited to those under federal, state and local laws prohibiting employment discrimination, including but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act; the Equal Pay Act, the Americans With Disabilities Act, the Americans With Disabilities Amendment Act, the Family and Medical Leave Act, the Pregnancy Discrimination Act, Section 1981 of the Civil Rights Act of 1866, Employee Retirement Income Security Act of 1974, any similar state statutes (including the Tennessee Human Rights Act, Tennessee Public Protection Act, Tennessee Disability Act), and any tort (including, but not limited to, wrongful discharge) or contract claims. This Release does not waive or release any claims that may arise after the date of the signing of this Release, nor does it waive any vested rights which accrued on the Executive’s behalf as a result of his participation in any benefit plan or plans of MAA, under the terms and conditions set forth in such plan or plans as of the date of Executive’s termination. Executive acknowledges he has been paid all compensation due and owing to him and has no claims for compensation under the Fair Labor Standards Act. Executive further acknowledges that he has received all time entitled under the Family and Medical Leave Act and that he has no workers’ compensation claims that have not been reported to MAA.
IN WITNESS WHEREOF, Executive has executed this Release as of the date first written above.
Albert M. Campbell, III
9