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EXHIBIT 10.19
CAMDEN PROPERTY TRUST
1999 EMPLOYEE SHARE PURCHASE PLAN
NOVEMBER 3, 1999
1. PURPOSE
The primary purpose of this Plan is to encourage Share ownership by each
Eligible Employee in the belief that such Share ownership will increase his or
her interest in the success of Camden Property Trust, a Texas real estate
investment trust (the "Company").
2. DEFINITIONS
2.1. The term "Account" shall mean the separate bookkeeping account
established and maintained by the Plan Administrator for each Participant for
each Purchase Period to record the contributions made on his or her behalf to
purchase Shares under this Plan.
2.2. The term "Beneficiary" shall mean the person designated as such in
accordance with Section 8.
2.3. The term "Board" shall mean the Board of Trust Managers of the
Company.
2.4. The term "Closing Price" shall mean the closing price for a Share as
reported for such day in The Wall Street Journal or in any successor to The Wall
Street Journal or, if there is no such successor, in any publication selected by
the Committee or, if no such closing price is so reported for such day.
2.5. The term "Committee" shall mean the Compensation Committee of the
Board.
2.6. The term "Company" shall mean Camden Property Trust, a Texas real
estate investment trust.
2.7. The term "Election Form" shall mean the form which an Eligible
Employee shall be required to properly complete in writing and timely file at
least 15 days prior to the commencement of any Purchase Period in order to make
any of the elections available to an Eligible Employee under this Plan.
2.8. The term "Eligible Employee" shall mean each officer or employee of a
Participating Employer who is shown on the payroll records of a Participating
Employer as an employee for at least twelve (12) months prior to the
commencement of a Purchase Period.
2.9. The term "Participant" shall mean (a) for each Purchase Period an
Eligible Employee who has elected to purchase Shares in accordance with Section
4 in such Purchase Period and (b) any person for whom Shares are held pending
delivery under Section 7.
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2.10. The term "Participating Employer" shall mean the Company and any
affiliated entity which is designated as such by the Committee.
2.11. The term "Pay" means all cash compensation paid to an Eligible
Employee for services to a Participating Employer, including regular straight
time earnings or draw, overtime, commissions and bonuses, but excluding amounts
paid as living allowance or reimbursement of expenses and other similar payments
paid to him or her by the Participating Employer.
2.12. The term "Pay Day" means the day as of which Pay is paid to a
Participant.
2.13. The term "Plan" shall mean this Camden Property Trust 1999 Employee
Share Purchase Plan, effective as of October 1999, and as thereafter amended
from time to time.
2.14. The term "Plan Administrator" shall mean the Company or the Company's
delegate.
2.15. The term "Purchase Period" shall mean a period set by the Committee.
Unless changed by the Committee, each Purchase Period shall begin on January 1
and July 1 each year and end on June 30 and December 31 each year.
2.16. The term "Purchase Price" for each Purchase Period shall mean 85% of
the lesser of: (a) the Closing Price for a Share on the last trading day of such
Purchase Period or (b) the Closing Price for a Share on the first trading day of
such Purchase Period.
2.17. The term "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section
16(b) of the Securities Exchange Act of 1934, as amended, or any successor to
such rule.
2.18. The term "Share" shall mean the common shares of beneficial interest,
par value $.01 per share, of the Company. The aggregate number of Shares
available for grant under this Plan shall not exceed 500,000, subject to
adjustment pursuant to Section 17 hereof plus any Shares acquired by the Plan
Administrator in the open market for the Accounts of the Participants.
3. ADMINISTRATION
Except for the exercise of those powers expressly granted to the Committee
to determine the Closing Price, who is a Participating Employer and to set the
Purchase Period, the Plan Administrator shall be responsible for the
administration of this Plan and shall have the power in connection with such
administration to interpret the Plan and to take such other action in connection
with such administration as the Plan Administrator deems necessary or equitable
under the circumstances. The Plan Administrator also shall have the power to
delegate the duty to perform such administrative functions as the Plan
Administrator deems appropriate under the circumstances. Any person to whom the
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duty to perform an administrative function is delegated shall act on behalf of
and shall be responsible to the Plan Administrator for such function. Any action
or inaction by or on behalf of the Plan Administrator under this Plan shall be
final and binding on each Eligible Employee, each Participant and on each other
person who makes a claim under this Plan based on the rights, if any, of such
Eligible Employee or Participant under this Plan.
4. PARTICIPATION
4.1. Each person who is an Eligible Employee on the enrollment date shall
be a Participant in this Plan for the related Purchase Period, if he or she (i)
properly completes and timely files an Election Form with the Plan Administrator
to elect to participate in this Plan; and (ii) deposits, either through payroll
deduction or a lump sum, the full amount of his or her desired purchase amount
prior to the final pricing day of a Purchase Period. An Election Form may
require an Eligible Employee to provide such information and to agree to take
such action (in addition to the action required under Section 5) as the Plan
Administrator deems necessary or appropriate in light of the purpose of this
Plan or for the orderly administration of this Plan.
4.2. Notwithstanding anything herein to the contrary, no person shall be
deemed to be an Eligible Employee:
(a) if immediately after such participation, Participant would own
Shares, and/or hold outstanding options to purchase Shares, possessing 5%
or more of the total combined voting power or value of all classes of
Shares of the Company (for purposes of this paragraph, the rules of Section
424(d) of the Internal Revenue Code of 1986, as amended, shall apply in
determining Share ownership of any Participant); or
(b) if such Participant's rights to purchase Shares under all employee
share purchase plans of the Company accrues at a rate which exceeds $25,000
in fair market value of the Shares (determined at the time of Plan
enrollment) for each calendar year in which such purchase right is
outstanding; or
(c) if immediately prior to commencement of a Purchase Period, the
Eligible Employee has not been an employee of the Company for at least one
year; or
(d) if the Participant is no longer an Eligible Employee at the final
pricing date and when the shares are purchased.
Contributions
4.3. Each Participant's Election Form under Section 4 shall specify the
contributions that he or she proposes to make for the related Purchase Period.
If the Participant elects to make payroll deductions, such contributions shall
be expressed as a specific dollar amount that Participant proposes to contribute
in cash or a percentage of the Participant's Pay that his or her Participant
Employer is authorized to deduct from his or her Pay each Pay Day during the
Purchase Period (or as a combination of such cash and such payroll deduction
contributions); provided, however:
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(a) the minimum payroll deduction for a Participant for each Pay Day
for purposes under this Plan shall be $10.00, and
(b) the maximum contribution which a Participant may make for purposes
under this Plan for any calendar year shall be $25,000.
Notwithstanding the preceding, a Participant may, on his or her
Election Form, elect to make cash deposits to the Plan at any time during a
Purchase Period in any amount up to the $25,000 aggregate annual limit
rather than or in addition to regular deductions from pay.
4.4. A Participant shall have the right to amend his or her Election Form
at any time to reduce or to stop his or her contributions, and such amendment
shall be effective immediately for cash contributions and as soon as practicable
after the Plan Administrator actually receives such amended Election Form for
payroll deductions.
4.5. A Participant may withdraw his or her contributions at any time. A
withdrawal shall be deducted from the Participant's Account as of the date the
Plan Administrator receives such amended Election Form, and the actual
withdrawal shall be effected by the Plan Administrator as soon as practicable
after such date. A Participant who withdraws his or her contributions in full
may not be eligible to participate in the Plan for six (6) months from the date
of such withdrawal, i.e. will not be eligible for the next Purchase Period.
4.6. All payroll deductions made for a Participant shall be credited to his
or her Account as of the Pay Day as of which the deduction is made. All cash
deposits made by a Participant shall be credited to his or her Account as of the
date such amount is received by the Plan Administrator. All contributions made
by a Participant under this Plan, whether in cash or through payroll deductions,
shall be held by the Company or by such Participant's Participating Employer, as
agent for the Company. All such contributions shall be held as part of the
general assets of the Company and shall not be held in trust or otherwise
segregated from the Company's general assets. No interest shall be paid or
accrued on any such contributions. Each Participant's right to the contributions
credited to his or her Account shall be that of a general and unsecured creditor
of the Company. Each Participating Employer shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any tax laws with
respect to purchases of Shares made under this Plan.
4.7. The balance credited to the Account of an Eligible Employee
automatically shall be refunded in full (without interest) if his or her status
as an employee of all Participating Employers terminates for any reason
whatsoever during a Purchase Period. Such refunds shall be made as soon as
practicable after the Plan Administrator has actual notice of any such
termination.
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5. PURCHASE OF SHARES
5.1. If a Participant is an Eligible Employee through the end of a Purchase
Period, the balance which remains credited to his or her Account at the end of
such Purchase Period automatically shall be applied to purchase Shares at the
Purchase Price for such Shares for such Purchase Period. Such Shares shall be
purchased on behalf of the Participant by operation of this Plan in whole and
fractional Shares.
5.2. Except as specifically provided herein, all Participants shall have
the same rights and privileges under the Plan. All rules and determinations of
the Board in the administration of the Plan shall be uniformly and consistently
applied to all persons in similar circumstances.
5.3. The Plan Administrator may use up to ten (10) trading days to make
open market purchases of Shares. The average price paid for all Shares purchased
during such ten (10) day period shall become the price used to allocate Shares
to all Participants. For the purpose of determining holding periods pursuant to
the Plan, all Shares purchased shall be deemed to have been purchased on the
10th trading day following the end of the relevant Purchase Period.
5.4. If the total Shares to be purchased in accordance with Section 6.1
exceeds the number of Shares available under the Plan, (after deducting all of
the Shares previously purchased under Section 6.1), the Plan Administrator shall
make a pro rata allocation of the Shares in a uniform manner.
6. DELIVERY
A book-entry record of the Shares purchased by each Participant shall be
maintained by the Company's transfer agent and no certificates shall be issued
for such Shares except to the extent that a Participant specifically so
requests. Notwithstanding the foregoing, when a refund is made to a Participant
pursuant to Section 5.5, certificates shall be delivered to him or her for all
Shares then held for the Participant under the Plan. A Share certificate
delivered to a Participant shall be registered in his or her name or, if the
Participant so elects and is permissible under applicable law, in the names of
the Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship. However, (a) no Share
certificate representing a fractional share of Share shall be delivered to a
Participant or to a Participant and any other person, (b) cash which the Plan
Administrator deems representative of the value of a Participant's fractional
share shall be distributed (when a Participant requests a distribution of
certificates for all of the shares of Share held for him or her) in lieu of such
fractional share unless a Participant in light of Rule 16b-3 waives his or her
right to such cash payment and (c) the Plan Administrator shall have the right
to charge a Participant for registering a Share in the name of the Participant
and any other person. No Participant (or any person who makes a claim for, on
behalf of or in place of a participant) shall have any interest in any Share
under this Plan until they have been reflected in the book-entry record
maintained by the transfer agent or the certificate for such Share has been
delivered to such person.
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7. DESIGNATION OF BENEFICIARY
A Participant may designate on his or her Election Form a Beneficiary (a)
who shall receive the balance credited to his or her Account if the Participant
dies before the end of a Purchase Period and (b) who shall receive the Share, if
any, purchased for the Participant under this Plan if the Participant dies after
the end of a Purchase Period but before either the certificate representing such
Shares has been delivered to the Participant or before such Shares have been
credited to a brokerage account maintained for the Participant. Such designation
may be revised in writing at any time by the Participant by filing an amended
Election Form, and his or her revised designation shall be effective at such
time as the Plan Administrator receives such amended Election Form. If a
deceased Participant fails to designate a Beneficiary or, if no person so
designated survives a Participant or, if after checking his or her last known
mailing address, the whereabouts of the person so designated survives a
Participant or, if after checking his or her last known mailing address, the
whereabouts of the person so designated are unknown, then the Participant's
estate shall be treated as his or her designated Beneficiary under this Section
8. TRANSFERABILITY AND DISPOSITIONS
8.1. Neither the balance credited to a Participant's Account nor any rights
to receive Shares under this Plan may be assigned, encumbered, alienated,
transferred, pledged or otherwise disposed of in any way by a Participant during
his or her lifetime or by his or her Beneficiary or by any other person during
his or her lifetime, and any attempt to do so shall be without effect.
8.2. Except as provided in Section 7, no sale, transfer or other
disposition may be made of any Shares purchased under the Plan during the first
nine (9) months following the end of a Purchase Period. If a Participant
violates the foregoing restriction, he or she shall remit to the Company an
amount of cash equal to the difference between the Purchase Price for such
Shares and the price paid by the Plan Administrator to acquire the Shares as
provided under Section 6.3. Notwithstanding the foregoing, if a Participant who
owns Shares subject to the foregoing restriction is determined by the Plan
Administrator in its discretion to have a serious financial need for the
proceeds of the sale of such Shares, then upon application made by the
Participant, the Plan Administrator shall consent to a sale of such Shares to
the extent necessary to satisfy the serious financial need, and the Participant
will not be required to make the remittance to the Company described in this
Section 9.2. Alternatively, the Plan Administrator may, at the Participant's
option, sell the Shares and deduct from the proceeds of such sale the remittance
due under this Section 9.2. No participant shall be required to sell Shares upon
termination of employment.
9. SECURITIES REGISTRATION
If the Company shall deem it necessary to register under the Securities Act
of 1933, as amended, or any other applicable statute any Shares purchased under
this Plan or to qualify any such Shares for an exemption from any such statutes,
the Company shall take such action at its own expense. If Shares are listed on
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any national securities exchange at the time any Shares are purchased hereunder,
the Company shall make prompt application for the listing on such national
securities exchange of such Shares, at its own expense. Purchases of Shares
hereunder shall be postponed as necessary pending any such action.
10. COMPLIANCE WITH RULE 16B-3
All elections and transactions under this Plan by persons subject to Rule
16b-3 are intended to comply with at least one of the exemptive conditions under
Rule 16b-3. The Plan Administrator shall establish such administrative
guidelines to facilitate compliance with at least one such exemptive condition
under Rule 16b-3 as the Plan Administrator may deem necessary or appropriate. If
any provision of this Plan or such administrative guidelines or any act or
omission with respect to this Plan (including any act or omission by an Eligible
Employee) fails to satisfy such exemptive condition under Rule 16b-3 or
otherwise is inconsistent with such condition, such provision, guidelines or act
or omission shall be deemed null and void.
11. AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate, and any such amendment shall be
subject to the approval of the Company's shareholders to the extent such
approval is required under the laws of the State of Texas, federal tax laws or
to the extent such approval is required to meet the security holder approval
requirements under Rule 16b-3; provided, however, no amendment shall be
retroactive unless the Board in its discretion determines that such amendment is
in the best interest of the Company or such amendment is required by applicable
law to be retroactive. The Board also may terminate this Plan and any Purchase
Period at any time (together with any related contribution election) or may
terminate any Purchase Period (together with any related contribution elections)
at any time; provided, however, no such termination shall be retroactive unless
the Board determines that applicable law requires a retroactive termination.
12. NOTICES
All Election Forms and other communications from a Participant to the Plan
Administrator under, or in connection with, this Plan shall be deemed to have
been filed with the Plan Administrator when actually received in the form
specified by the Plan Administrator at the location, or by the person,
designated by the Plan Administrator for the receipt of any such Election Form
and communications.
13. EMPLOYMENT
The right to elect to participate in this Plan shall not constitute an
offer of employment or membership on the Board, and no election to participate
in this Plan shall constitute an employment agreement for an Eligible Employee.
Any such right or election shall have no bearing whatsoever on the employment
relationship between an Eligible Employee and any other person. Finally, no
Eligible Employee shall be induced to participate in this Plan, or shall
participate in this Plan, with the expectation that such participation will lead
to employment or continued employment.
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14. CHANGES IN CAPITAL STRUCTURE
14.1.In the event that the outstanding Shares of the Company are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of Shares or other securities of the Company or of another corporation, by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, Share split-up, combination of Shares or dividend payable in
Shares, appropriate adjustment shall be made by the Board in the number or kind
of Shares as to which a right granted under this Plan shall be exercisable, to
the end that the right holder's proportionate interest shall be maintained as
before the occurrence of such event. Any such adjustment made by the Board shall
be conclusive.
14.2.If the Company is not the surviving or resulting corporation in any
reorganization, merger, consolidation or recapitalization, this Plan, and the
Company's rights, duties and obligations hereunder, shall be assumed by the
surviving or resulting corporation and the rights of a Participant to purchase
Shares shall continue in full force and effect.
15. HEADINGS, REFERENCES AND CONSTRUCTION
The headings to sections in this Plan have been included for convenience of
reference only. This Plan shall be interpreted and construed in accordance with
the laws of the State of Texas.
16. SHAREHOLDER APPROVAL
This Plan is intended to be a " Qualified Plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended. Accordingly, the
Company will seek shareholder approval of the Plan at the next annual meeting of
the Company's shareholders. If shareholder approval is not obtained, the Board
of Trust Managers may terminate the Plan or cause the Plan to continue as a
"Non-Qualified Plan" in its sole discretion.