EXHIBIT 10.13
Employment Agreement
The Employment Agreement (the "Agreement") made this ________ day
of ____________, 199__, by and between Camden Property Trust, a
Texas real estate investment trust, (the "Company") and _________
_____________________, (the "Executive").
WITNESSETH:
WHEREAS the Company is engaged in the business of multifamily
management and development; and
WHEREAS the Executive is experienced and knowledgeable in the
field; and
WHEREAS the Executive shall work as_________________________; and
WHEREAS this agreement shall supersede and replace all prior
employment agreements between the Company and the Executive;
NOW THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties agree as follows:
1. Employment
The Company employs the Executive as________________________
(the "Officer") to perform the duties normally associated
with that office under the control and at the direction of
the Chairman of the Board, Chief Executive Officer and the
President ("Management") and other such duties as may, from
time to time, be assigned and are consistent with the
position.
2. Employment Term
(a) Employment Term
The term of employment shall begin the ____ day of
_______, 199_, (the "Commencement Date"). This agreement
will expire three (3) years after the Commencement Date
or after the expiration of any Renewal Period (the
"Expiration Date"). The term of employment shall
annually be extended by one (1) year (the "Renewal
Period") unless written notification is given by either
party to the other at least six (6) months prior to the
Expiration Date. The Commencement Date through and
including the Expiration Date is hereinafter referred to
as the "Employment Term".
(b) Termination
The Company agrees to employ the Executive for period
beginning on the Commencement Date and continuing
through the earliest of:
(i) death of the Executive; or
(ii) termination of the Executive by Management for
"Disability", as defined below; or
(iii) the discharge of the Executive by Management "For
Cause", as defined below, or any other
termination For Cause; or
(iv) the discharge of the Executive by Management any
reason other than For Cause;
(v) retirement of the Executive under the terms of
the Company's retirement plan as instituted and
amended from time to time by the Board;
(vi) resignation of the Executive "For Good Reason",
as defined below;
(vii) termination of the Agreement due to "Change of
Control", as defined below; or
(viii) the end of the Employment Term.
(c) Disability
The term Disability refers to the physical or mental
incapacity of the Executive that has prevented the
execution of the Duties of the office, as outlined
below, for three (3) consecutive months or for a period
of more than 180 business days in the aggregate in any
18 month period and that, in the determination of the
Management after consultation with a medical doctor
licensed to practice in the State of Texas appointed by
Management and the Executive, may be expected to prevent
the Executive for any period of time thereafter from
devoting substantial time and energies to the Duties of
the office, as outlined below. The Executive agrees to
submit to reasonable requests for medical examinations
to determine whether a Disability exists.
During the period of incapacitation, as provided above,
the salary otherwise payable to the Executive may, at
the absolute discretion of Management, be reduced by the
amount of any disability benefits or payment received by
the Executive pursuant to Company plans, excluding
health insurance benefits or other reimbursement of
medical expenses for the Executive.
(d) For Cause
The term For Cause shall mean any one or more of the
following:
(i) material or repeated violation by the Executive of
the terms of this Agreement or the material or
repeated failure to perform the Duties of the
Office to include material substandard performance
of the Executive in the achievement of written
goals and objectives set by Management for two (2)
consecutive years, other than any such failure
resulting from the Executive's Disability;
(ii) excessive absenteeism not related to illness; or
(iii) the Executive's conviction of or plea of nolo
contendere to a felony or conviction of any other
crime which incarcerates the Executive for a
period of one (1) year or longer; or
(iv) the Executive's commission of fraud, embezzlement,
theft, or other crimes, in any case, whether or
not involving the Company, that, in the reasonable
opinion of Management, render the Executive's
continued employment harmful to the Company; or
(v) the voluntary resignation of the Executive without
the prior consent of Management.
(e) Resignation For Good Reason
The Executive may resign from the Company, if at any
time during the Employment Term, there is the continued
and material failure of the Company to comply with the
covenants and obligations under this Agreement, but only
when:
(i) the Executive notifies the Company detailing the
manner in which the Executive believes the Company
has failed to meet its obligations under this
Agreement; and
(ii) such material failure continues for at least
thirty-two (32) days following the receipt of the
notification by the Company.
The Executive's resignation For Good Reason shall be
effective the last day of the month following the
waiting period, defined above.
(f) Change of Control
A change of control shall be determined to have occurred
when two (2) events occur. The first of which is the
occurrence of one of the following events:
(i) at any time during any twelve (12) month period,
the Company directors in office at the beginning
of such period cease to constitute a majority of
the Company's Board of Directors, disregarding any
vacancies occurring during such period by reasons
of death or disability but deeming any individual
whose election, or nomination for election, to
fill such vacancy to have been in office at the
beginning of such one (1) year prior; and, a
tender offer or exchange is made and consummated
for ownership of securities of the Company
representing twenty-five (25%) percent or more of
the combined voting power of the then outstanding
voting securities;
(ii) a merger or consolidation occurs to which the
Company is party, whether or not the Company is
the surviving entity; or
(iii) the sale of at least fifty (50%) percent of the
Company's assets.
In addition to the occurrence of one (1) of the
preceding events, one (1) of the following events must
occur to trigger a change of control:
(iv) the Executive is required, without the Executive's
consent, to relocate to a different metropolitan
area; or
(v) the Executive is assigned to a lower
organizational level than the level stated in this
Agreement, or substantially diminishes the
Executive's assignment, duties, responsibilities,
or operating authority from those specified in
Section 3, Duties; or
(vi) the Executive is terminated.
3. Duties
The Executive will devote substantially all of his time,
skill, energy, knowledge, and best efforts during the
Employment Term to such duties, and will, faithfully and
diligently endeavor to the best of his ability, further the
best interests of the Company.
At no time shall the Executive be requested to perform
duties that are not commensurate with the duties of a senior
executive of the Company.
4. Location of Employment
The Executive shall be located in or about Houston, Texas.
The Executive shall travel to such geographical locations as
may be appropriate from time to time to carry out the duties
of the office as outlined in Section 3, Duties.
5. Compensation
For all services rendered by the Executive to the Company,
the Company shall pay:
(a) Base Salary
For services rendered, the Company shall pay the
Executive an annual salary of $___________, payable in
arrears monthly or semi-monthly as the Board may elect
from time to time during the Employment Term. Management
shall conduct an annual review of the Executive's base
salary. The Executive shall be entitled to receive
increases in the Base Salary, if any, that may be
determined by Management at its sole discretion. Any
increases to the Executive's Base Salary shall be
effective January 1 for each year of the Employment
Term.
In no event shall the Executive's base salary be
reduced, except as provided for under Section 2(c),
Disability.
(b) Sign-on Bonus
The Board shall grant the Executive, on the Commencement
Date of this Agreement, _____ shares of restricted stock
of the Company. Such shares granted shall vest over the
initial term of this agreement on a pro rata each basis
on the anniversary date of this Agreement.
(c) Omitted
(d) Annual Incentive Compensation
In further consideration of the Executive's service, the
Executive shall be eligible to receive an annual
incentive compensation as determined by the Board.
(e) Long-term Incentive Compensation
In further consideration of the Executive's service, the
Executive shall be eligible to receive a long-term
incentive compensation as determined by the Board.
(f) Taxes
All compensation paid to the Executive shall be subject
to applicable employment and withholding taxes.
The Executive shall be responsible for any taxes
resulting from a determination that any portion of any
benefits supplied to the Executive may be reimbursing
personal as well as business expenses.
6. Employee Benefits
(a) Benefits
The Executive shall receive group health/dental
insurance, life insurance, disability insurance, and
other similar benefits available to the Company's
employees. Benefits may be changed, modified, or
revoked at the sole discretion of the company.
The Executive shall not be deemed to have a vested
interest in any of the Company plans or programs.
The Executive shall receive benefits not generally
provided to Company employees from time to time at the
sole discretion of the Board.
(b) Vacation
The Executive is entitled to receive paid vacation
annually for each year of the Employment Term. Such
vacation shall be taken at such times that are
consistent with the reasonable business needs of the
Company. All vacation shall be subject to the policies
and procedures of the Company.
(c) Fringe Benefits
The Executive shall receive fringe benefits as such
benefits may exist from time to time at the sole
discretion of the Board.
7. Business Expenses
The Executive is authorized to incur reasonable, ordinary
and necessary business expenses in the performance of the
duties outlined above during the Employment Term in
accordance with policies established by Management. The
Executive shall account to the Company for all such
expenses. The Company shall reimburse the Executive or pay
the expenses in accordance with the policies established by
Management.
8. Termination
In the event of termination, the Executive's rights and the
Company's obligations shall terminate except as herein
provided.
In all events, the Company shall be obligated to pay all
salary and benefits accrued to the Executive through and
including the date of termination. Additionally, the
Executive shall be entitled to receive the minimum bonus for
the contract year during which the termination occurs,
prorated through and including the date of termination.
(a) Termination for reason other than For Cause If the
Employment Term is terminated for reasons other than For
Cause, the Executive shall be entitled to receive a
severance payment equal to the annual base salary
currently in effect.
In addition, the Executive shall continue to receive
health and welfare benefits, as received before the
Executive's termination, until the earlier of (a) the
Executive obtaining employment with another company or
(b) the end of the Employment Term, as if the Executive
had not so terminated.
The Executive shall forfeit any and all unvested portion
of any award made to the Executive in respect to any
retirement, pension, profit sharing, long-term
incentive, or other similar such plan(s).
(b) Termination for reason of Death
If the Employment Term is terminated by reason of Death,
the Executive shall be entitled to receive a severance
payment equal to the annual compensation, including
targeted bonus, at the date on which death occurs.
(c) Termination for reason of Disability
If the Employment Term is terminated by reason of
Disability, the Executive shall be entitled to receive a
severance payment equal to the annual compensation,
including targeted bonus, at the date on which
termination due to Disability occurs.
The Executive shall receive, so long as the Disability
continues, to remain eligible for all benefits provided
under any long-term disability program(s) of the Company
in effect at the time of such termination, subject to
the terms and conditions of any such program(s), as may
be amended, changed, modified, or terminated for all
employees of the Company.
(d) Resignation for Good Reason
If the Executive resigns for Good Reason as defined in
Section 2(e), the treatment for the severance payment to
the Executive shall be the same as if the Executive was
terminated for reasons other than For Cause as provided
for in Section 8(a).
(e) Termination due to Change of Control
If the Executive terminates due to Change of Control as
defined in Section 2(f), the Executive shall be entitled
to receive a severance payment equal to ______ times the
average annual base salary of the Executive for the
three (3) most recent taxable years that ended before
the date of termination.
The Executive shall not forfeit any and all deferred
portion of any award made to the Executive in respect to
any retirement, pension, profit sharing, long-term
incentive, or other similar such plan(s).
Notwithstanding the preceding, if and to the extent the
severance payment, either alone or in conjunction with
other payments the Executive has the right to receive
either directly or indirectly from the Company, would
constitute an excess parachute payment (the "Excess
Payment") under Section 280G of the Internal Revenue
Code of 1986, as amended, the Executive agrees that such
cash severance payment shall be reduced by the amount
necessary to prevent any such payments to the Executive
from constituting an Excess Payment as determined in
good faith by the Company.
9. Confidentiality and Non-Competition
All information (the "Confidential Information") includes
all confidential information of the Company and/or its
subsidiaries, including information entrusted to the Company
and/or any of its subsidiaries by third parties, not
otherwise publicly disclosed or available, other than as a
result of wrongful disclosure by the Executive, which,
during the Employment Term:
(i) is disclosed by any of them to the Executive; or
(ii) the Executive had access to otherwise had reason
to know; or
(iii) was developed or discovered by the Executive.
Confidential Information includes, but is not limited to,
whether or not legended or otherwise identified as
"confidential":
(i) property lists, prospective properties lists, and
details of agreement with sellers; and
(ii) acquisition, expansion, marketing, financial, and
other business information and plans; and
(iii) research and development and data related
thereto; and
(iv) other compilations of data; and
(v) computer programs and/or records; and
(vi) sources of supply; and
(vii) confidential information developed by consultants
and contractors; and
(viii) purchasing, operating, and other costs data; and
(ix) employee information; and
(x) manuals, memoranda, projections, minutes, plans,
drawings, designs, formula books and
specifications.
(a) Restriction on Use and Disclosure
The Executive acknowledges that the Confidential
Information is valuable and proprietary to the Company
or to third parties which have entrusted the Company
and/or its subsidiaries, and, except as required by the
Executive's Duties, the Executive shall not
use, publish, disseminate, or otherwise disclose any
Confidential information without prior written consent
of the Company.
(b) Return of Documents
Upon termination of the Executive's employment, the
Executive shall forthwith deliver to the Company all
plans, designs, drawings, specifications, listings,
manuals, records, notebooks, and similar repositories of
or containing Confidential Information, including all
copies, then in the Executive's possession or control,
whether prepared by the Executive or others. Upon such
termination the Executive shall retain no copies of any
such documents.
(c) Restriction on Competitive Employment
The term Business shall mean:
(i) the business of the Company and its subsidiaries
as described in the Company's Registration
Statement on Form S-11, as amended; and
(ii) any other business in which the Company or any of
its subsidiaries is engaged during the Executive's
Employment Term.
The term Territories shall refer to those metropolitan
areas in which the Company owns properties or otherwise
is engaged in the Business, including any areas where
the Company has specific plans to acquire or develop
properties within the following six (6) months following
the date of termination, and all outlying areas located
within a thirty (30) mile radius each such metropolitan
area.
Except as noted in Section 3, Duties, during the
Employment Term and the twelve months (12) months
following the termination of this Agreement (the
"Non-Competition Period"), absent the Company's prior
written approval, the Executive shall not, as
owner, part-owner, shareholder, partner, director,
principal, agent, employee, consultant, or otherwise,
within the Territories, directly or indirectly engage or
participate in activities relating to, or render
services to or invest in any firm or business engaged or
about to become engaged in, the business, provided that
the Executive may:
(i) engage in the activities as noted in Section 3,
Duties;
(ii) make passive investments in an enterprise engaged
in the Business the shares of ownership of which
are publicly traded if the Executive's investment
constitutes less than 2% of the total equity of
such enterprise.
(d) Inducement / Enticement
During the Employment Term and the Non-Competition
Period, the Executive shall not, directly or
indirectly:
(i) induce, or attempt to induce, any employees or
agents or consultants of or to the Company or any
subsidiary of the Company to do anything from
which the Executive is restricted by reason
of Section 9(a) through 9(c), inclusive; or
(ii) offer or aid others to offer employment to anyone
who is an employee, agent or consultant of or to
the Company or an subsidiary of the Company at the
time of termination of the Executive.
(e) Reduction of Non-Competition Period If this Agreement
shall be terminated by the Company pursuant to Section
2(b)(iv), Termination for reason other than For Cause,
the provisions of Sections 9(c) and 9(d) shall terminate
on the first business day following the termination of
the Executive.
Unless other wise provided, the provisions of Sections
9(a) through 9(d), inclusive, shall survive the
termination of this Agreement for the duration of the
Non-Competition Period.
10. Remedies for the Company
The Executive acknowledges that remedy at law for any breach
or attempted breach of the Executive's obligations under
Section 9, Confidentiality and Non-Competition, may be
inadequate, agrees that the Company may be entitled to
specific performance and injunctive and other equitable
remedies in case of any such breach or attempted breach, and
further agrees to waive any requirement for the securing or
posting of any bond in connection with the obtaining of any
such injunctive or other equitable relief.
The Company shall have the right to offset against amounts
to be paid to the Executive pursuant to the terms hereof any
amounts from time to time owing by the Executive to the
Company.
The termination of the Employment Term pursuant to Section
2(a)(iii), Discharge For Cause, shall not be deemed to be a
waiver by the Company of any breach by the Executive of this
Agreement or any other obligation owed the Company, and,
notwithstanding such a termination, the Executive shall be
liable for all damages attributable to such a breach.
11. Remedies for the Executive
In the event the Executive is terminated For Cause and it is
ultimately determined the Company lacked "cause", the:
(i) Executive's termination shall be treated as a
Termination for reason other than For Cause, as it
pertains to Section 8(a); and
(ii) Executive shall reserve the right to seek remedy
for breach of the Agreement by the Company
including, but not limited to, any other such
damages as may be suffered and/or incurred by the
Executive, the Executive's costs incurred during
the dispute, and reasonable attorney's fees in
connection with such dispute; and
(iii) Executive shall receive all payments as defined
under Section 8(a), Termination for reason other
than For Cause, with interest of 8% annually on
all payments considered past due from the date at
which such payment would have been made.
12. No Waiver
No Waiver or non-action by either party with respect to any
breach by the other party of any provision of this
Agreement, nor the waiver or non-action with respect to the
provisions of similar agreement with other employees or the
breach thereof, shall be deemed or construed to be a waiver
of any succeeding breach of such provision, or as a waiver
of the provision itself.
13. Invalid Provisions
Should any portion of this Agreement be adjusted or held
invalid, unenforceable or void, such holding shall not have
the effect to invalidating or voiding the remainder of this
Agreement and the parties hereby agree that the portion so
held invalid, unenforceable, or void shall, if possible, be
deemed amended or reduced in scope, or otherwise be stricken
from this Agreement to the extent required for the purposes
of validity and enforcement thereof.
14. Successor and Assigns
Neither the Executive nor the Company may assign its rights,
duties, or obligations hereunder without consent of the
other.
15. Survival of the Executive's Obligations
The Executive's obligations under Sections 9 and 10 shall
survive regardless of whether or not the Executive's
employment is terminated, voluntarily or involuntarily, by
the employer or the Executive, with or without cause.
16. Survival of the Companies Obligations
The Company's obligations under Sections 8 and 11 shall
survive regardless of whether or not the Executive's
employment is terminated, voluntarily or involuntarily, by
the employer or the Executive, with or without cause.
17. Prior Agreements
This Agreement incorporates the entire agreement between
both parties with respect to the subject matter hereof and
supersedes all prior agreements, documents, or other
instruments with respect to the matters covered herein.
18. Governing Law
This Agreement shall be governed by, and interpreted in
accordance with the provisions of, the law of the State of
Texas, without reference to provisions that refer a matter
to the law of any other jurisdiction. Each party hereto
hereby irrevocably submits itself to the non-exclusive
personal jurisdiction of the Federal and State courts
sitting in Texas.
19. No Oral Modifications
This Agreement may not be changed or terminated orally, and
no change, termination, or waiver of this Agreement or of
any of the provisions herein contained shall be binding
unless made in writing and signed by both parties, and, in
the case of the Company, by a person designated by the
Board.
Without limiting the foregoing, any change or changes, from
time to time, in the Executive's salary or duties or both
shall not be, nor be deemed to be, a change, termination, or
waiver of this Agreement or of any of the provisions herein
contained.
20. Notices
All notices and other communications required or permitted
hereunder shall be made in writing, and shall be deemed
properly given if delivered personally, mailed by certified
mail, postage prepaid and return receipt requested, sent by
facsimile, or sent by Express Mail or Federal Express or
other nationally recognized express delivery service, as
follows:
If to the Company or the Board:
Camden Property Trust
3200 Southwest Freeway, Suite 1500
Houston, TX 77027
Attention: Board of Directors
If to the Executive:
_____________________________
_____________________________
_____________________________
Notice given by hand, Express Mail, Federal Express, or
other such express delivery service shall be effective upon
actual receipt. Notice given by facsimile transmission
shall be effective upon actual receipt of received during
the recipient's normal business hours, or at the beginning
of the recipient's next business day after receipt if not
received during the recipient's normal business hours. All
notices sent by facsimile transmission shall be confirmed
promptly after transmission in writing by certified mail or
personal delivery.
Any party may change any address to which notice shall be
given to it by giving notice as provided above of such
change in address.
21. Executive's Representation and Warranties
The Executive represents and warrants that he/she is legally
free to make and perform this Agreement, that he/she has no
obligation to any other person or entity that would affect
or conflict with any of his obligations hereunder, and that
the complete performance of his obligations hereunder will
not violate any law, regulation, order, or decree of any
governmental or jurisdictional body or contract by which
he/she is bound.
EXECUTED as of the date first written above.
Camden Property Trust
by: ____________________________________
name: ____________________________________
title: ____________________________________
Executive
________________________________________
Name