Exhibit 10.1
GABLES RESIDENTIAL TRUST
July 1, 1999
Mr. John Rippel
31 Glen Eagle Drive
Sugarland, Texas 77479
Dear John:
In light of various changes in the operations of Gables Residential Trust
("the Company"), the Company accepts your resignation effective May 21, 1999. It
has been determined that the Company will provide you with the separation
package described below. In return for your agreements contained herein,
including your release of certain claims as described below and subject to your
performance of your obligations under this agreement, the Company agrees, upon
your execution of this letter, to the following:
1) The Company will continue your base salary at your current rate, less
applicable withholding and payroll taxes, through May 21, 1999.
2) The Company will pay you Nine Hundred Ninety-six Thousand Nine Hundred
Sixty-eight and No/100 ($996,968.00) in one lump sum, which amount
represents your 1999 bonus as well as severance. Such payment will be made
to you by the Company prior to July 31, 1999.
3) The Company will continue your car allowance at the current rate through
May 21, 1999.
4) The Company will continue to make contributions to your 401(k) plan at the
current rate through May 21, 1999.
5) The Company will continue to provide you all health insurance benefits at
the current level through December 31, 1999. Subsequent to December 31,
1999, you will be eligible to continue to participate in the Company's
group health plan pursuant to COBRA regulations. Such COBRA premiums, to
the extent you choose to participate, will be your financial
responsibility.
6) All stock options issued to you will become vested on May 21, 1999. You
will have until the later of May 21, 2002 or the date upon which you are no
longer a Director of the Company to exercise the following stock options:
47,000 options dated January 26, 1994 at the exercise price of $22.50.
15,000 options dated May 16, 1995 at the exercise price of $20.375.
150,000 options dated October 1, 1998 at the exercise price of $26.75.
To the extent that the restrictions on the transferability of your Initial
Public Offering shares have elapsed as matter of law, at your request the
Company will remove the restricted legends on the certificates representing such
shares at the Company's cost.
7) All restricted stock grants totaling 9,355 shares will fully vest effective
May 21, 1999.
8) The Company agrees to sell you the office furniture in your office at book
value.
9) The Company agrees to release you from the terms of the non-competition
provision set forth in Section 9 of the Employment Agreement you entered
into with the Company of January 1, 1999. However, the release of the
non-competition provision in no way releases you from your confidentiality
obligations as set forth below.
Mr. John Rippel
July 1, 1999
10) The Company agrees to reimburse you for your reasonable out-of-pocket
expenses associated with your continued work on behalf of the Company
through May 21, 1999.
11) The Company agrees that, should you be sued in your capacity as a Director
for the Company, you will be entitled to coverage under the Board of
Director's errors and omissions insurance to the extent applicable and the
Company agrees to indemnify you for all reasonable expenses incurred and
any judgements against you in your capacity as an officer and Director.
The indemnification agreement dated January 26, 1994 between you and the
Company shall continue to be in effect and, not withstanding any other
terms within this agreement, you shall be entitled to all rights and
remedies as stipulated in the indemnification agreement.
In consideration of the Company's agreement to provide you with the
benefits set forth in provisions 1) through 11) above, which you acknowledge to
be good and valid consideration, you voluntarily and knowingly agree as follows:
a) You agree to cooperate with the Company in the transitioning of your duties
and responsibilities.
b) You further agree to cooperate with the Company subsequent to May 21, 1999
with respect to any ongoing projects that remain uncompleted at the time of
your departure. You further agree to cooperate with, assist, and provide
testimony at the request of the Company or its attorneys in any currently
pending or future litigation involving the Company.
c) For all times hereafter, you agree to protect and preserve the
confidentiality of and safeguard the Company's proprietary and/or
confidential information and to not use, directly or indirectly, for your
benefit or for the benefit of another, or disclose to another, any of the
Company's proprietary and/or confidential information unless disclosures
that are deemed confidential to the Company are required by or pursuant to
a court order or the demands of a public agency. Confidential information
will include, without limitation, information concerning the Company's
financial affairs, strategic plans and objectives, business plans,
proprietary statistics, reports, pricing information, customer data and
contracts except to the extent that the information is available to the
public.
d) Prior to May 21, 1999, you agree to deliver to the Company all documents
embodying any of the Company's proprietary and/or confidential information.
e) Prior to May 21, 1999, you agree to deliver to the Company all property
owned by the Company and in your possession.
f) You agree to abide by the non-solicitation provisions of Section 10 of the
Employment Agreement you entered into with the Company on January 1, 1999.
As further consideration for the Company's obligations set forth herein,
you voluntarily and knowingly, fully and completely and forever release the
Company and its current or former directors, officers, stockholders, employees,
agents, attorneys and affiliates from any and all claims, actions, demands and
causes of action of whatever kind or character, whether now known or unknown,
that you may have or that you may claim to have against the Company or its
current or former directors, officers, stockholders, employees, agents,
attorneys or affiliates that are in any way connected with your employment with
the Company, your resignation from your position with the Company, or otherwise,
including without limitation any contractual claims of employment or tort claims
you may have or that you may claim to have, wrongful discharge or discrimination
in employment on the basis of race, color, sex, national origin, religion, age
under the Age Discrimination in Employment Act and related laws prohibiting age
discrimination, or disability, if any, you may have, and attorney's fees and
costs, if any, and any and all acts or failure to act in contravention of the
Constitution, statutes or regulations of the United States or the constitution
or regulations of any state or local government including, but not limited to,
state or federal securities laws, claims of fraud, breach of fiduciary duty, the
Texas Deceptive Trade Practices Act (or any similar act in any other state), or
the Racketeer Influenced and Corrupt Organizations Act occurring on or before
the effective date of this agreement and release.
Mr. John Rippel
July 1, 1999
Likewise, the Company agrees to release you from any and all claims,
actions, demands and causes of action of whatever kind or character, whether now
known or unknown, that it may have or claim to have against you that are in any
way connected with your employment with the Company.
In addition, you covenant and agree to keep the terms, conditions, and
circumstances of your resignation from the Company, including this letter,
confidential and to not aid, abet, assist or render assistance in any form to
any person or entity pursuing, or that may in the future pursue, any claim
against the Company or its directors, officers, stockholders, employees, agents,
attorneys or affiliates of any nature unless required to do so by law.
This letter is intended by you and the Company to be a legally valid and
binding agreement, to be construed in accordance with the laws of the State of
Texas. You and we agree that this letter is not to be construed as an admission
of liability by the Company in any respect, and the Company expressly denies any
liability to you whatsoever. You and we agree that any legal proceedings
instituted hereunder shall be conducted and litigated in the State of Texas and
the parties hereto consent to the jurisdiction and venue in the courts of Harris
County, Texas. Nothing herein shall in any way limit or abridge the Company's
right to seek injunctive or similar equitable relief for the enforcement of its
right hereunder. This letter sets forth the entire agreement between you and the
Company and its directors, officers, employees, agents, attorney and
representatives relating to the separation of your employment from the Company
and fully supersedes any and all prior agreements or understandings between the
parties hereto, including the January 1, 1999 Employment Agreement executed by
you and the Company, pertaining to the subject matter hereof.
Very truly yours,
GABLES RESIDENTIAL TRUST
By: /s/ Marcus E. Bromley
---------------------------
Marcus E. Bromley, Chairman
The law requires that you be advised and you are hereby advised to consult
with an attorney prior to executing this agreement and release. If you accept
the terms of this agreement and release, it must be signed by you and returned
to Joni Bastuba on or before twenty-one (21) days from your receipt of this
agreement and release. After the execution of this agreement and release, you
have a period of seven (7) days in which you may revoke this agreement and
release. Notification of revocation should be in writing and returned to Joni
Bastuba. The effective date of this agreement and release is eight (8) days
after you execute this agreement and release.
I have read and understood the foregoing agreement and release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, agree to its terms, acknowledge receipt
of a copy of same, and the sufficiency of payments recited therein, and sign
this agreement and release voluntarily.
/s/ John T. Rippel
- ------------------------------- Dated: July 12, 1999
John T. Rippel