EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made and entered into as of January 1, 1998 (the
"Effective Date") by and between ▇▇▇▇ ▇▇▇▇ (the "Employee") and AMLI
RESIDENTIAL PROPERTIES TRUST (the "Company"). The Company, collectively
with AMLI Residential Properties Trust, a Maryland real estate investment
trust (the "REIT"), AMLI Residential Properties, L.P. (the "Operating
Partnership"), any entity in which the REIT or the Operating Partnership
own no less than 90% of the economic interests therein, and any successors
thereto, are referred to herein collectively as "AMLI" and individually as
an "AMLI entity";
WITNESSETH THAT:
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WHEREAS, the parties desire to enter into this Agreement pertaining to
the continued employment of the Employee by the Company;
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Employee as follows:
1. AGREEMENT PERIOD. The Company and the Employee hereby agree to be
subject to the terms and conditions of this Agreement, which Agreement sets
forth certain terms and conditions of the Employee's employment by the
Company during the Agreement Period (as defined below), including, but not
limited to, compensation payable to the Employee while he is employed by
the Company during the Agreement Period, the consequences of such
Employee's termination of employment during the Agreement Period, and the
consequences of a Change in Control and Change in Circumstance, both as
defined in Paragraph 9, during the Agreement Period. The "Agreement
Period" shall be the period beginning on the Effective Date and ending on
the first anniversary thereof. After the first anniversary of the
Effective Date, the Agreement Period shall be automatically extended for
12-month periods, and the last day of any such 12-month period shall be
referred to herein as an "Anniversary Date". Notwithstanding the
foregoing, an Employee who is continuing in employment with the Company may
elect to terminate the Agreement as of the next following Anniversary Date
by providing notice to the Company, in accordance with the requirements of
Paragraph 14, during the period beginning on November 1 and ending on
November 30 next preceding such Anniversary Date, and the Agreement Period
will end as of such Anniversary Date; provided, however, that once a Change
in Control has occurred, an Employee will not be permitted to elect to
terminate the Agreement; and provided further, that if a Change in Control
occurs after an Employee has elected to terminate the Agreement but before
the next Anniversary Date on which such termination is to be effective,
then the Employee's election will be ineffective and the Agreement Period
shall be automatically extended despite such Employee's election. If an
Employee elects to terminate the Agreement in accordance with the
foregoing, then only for the purpose of measuring the Non-competition
Period described in Paragraph 6, the Anniversary Date on which the
Agreement Period ends with respect to such Employee shall be treated as the
Employee's Termination Date resulting from the Employee's voluntary
resignation. Notwithstanding any provision of this Agreement to the
contrary, nothing in this Agreement shall be construed as limiting the
Employee's right to resign at any time and nothing in this Agreement shall
be construed as limiting the Company's right to discharge the Employee at
any time.
2. PERFORMANCE OF DUTIES. The Employee agrees that, during the
Agreement Period while he is employed by the Company, he will devote such
portion of his business time, energy and talents as is agreed to from time
to time between Employee and Company to providing services for the Company
in the position specified in Appendix A, which Appendix A is made part of
this Agreement, and that he may be required to perform his duties under
this Agreement at such locations within or outside the United States as may
be designated from time to time by the Company and shall serve as an
officer and/or Trustee of the Company or any AMLI entity without additional
compensation. The Employee shall have such duties and responsibilities as
may be assigned to him from time to time by the Company, including, but not
limited to, those duties specified in Appendix A hereto. The Employee
shall perform all duties assigned to him faithfully and efficiently,
subject to the direction of the Company and shall have such authorities and
powers as are inherent to the undertakings applicable to his position and
necessary to carry out the responsibilities and duties required of him
hereunder.
3. COMPENSATION. Subject to the terms and conditions of this
Agreement, Employee shall be compensated by the Company for his services
rendered hereunder as follows:
(a) SALARY. The Employee shall receive as of the Effective Date
the annual base salary specified in Appendix A hereto (the "Salary"), which
Salary shall be payable in accordance with the Company's customary payroll
practices as in effect from time to time during the term of his employment.
The Employee's Salary rate shall be reviewed at least annually by the
Company in accordance with the Company's customary salary review procedures
as in effect from time to time during the term of his employment.
(b) BONUS. The Employee may become entitled to receive bonuses as
determined solely within the discretion of the Company.
(c) FRINGE BENEFITS AND PERQUISITES. Except as specifically
provided to the contrary in this Agreement, the Employee shall be provided
with the welfare benefits and other fringe benefits to the same extent and
on the same terms as those benefits are provided by the Company from time
to time to the Company's other senior management employees, plus any
additional benefits listed on Exhibit A hereto.
(d) EXPENSES. The Employee shall be reimbursed by the Company, on
terms and conditions that are substantially similar to those that apply to
other similarly situated senior management employees of the Company, for
reasonable expenses for entertainment, travel, meals, lodging and similar
items in accordance with and subject to the Company's expense reimbursement
policies and procedures as in effect from time to time.
4. RIGHTS AND PAYMENTS UPON TERMINATION. The Employee's right to
benefits and payments, if any, for periods after the date on which his
employment with the Company terminates for any reason (his "Termination
Date") shall be determined in accordance with this Paragraph 4:
(a) MINIMUM PAYMENTS. If the Employee's Termination Date occurs
during the Agreement Period for any reason, then the Employee shall be
entitled to the following payments, in addition to any payments or benefits
to which the Employee may be entitled under the following provisions of
this Paragraph 4 (other than this subparagraph (a)):
(i) his earned but unpaid Salary for the period ending on
his Termination Date; and
(ii) his accrued but unpaid vacation pay for the period
ending with his Termination Date, as determined in accordance with the
Company's policy as in effect from time to time.
Payments to be made to the Employee pursuant to this
subparagraph 4(a) shall be made in a lump sum as soon as practicable after
the Employee's Termination Date. Except as may be otherwise expressly
provided to the contrary in this Agreement, nothing in this Agreement shall
be construed as requiring the Employee to be treated as employed by the
Company following his Termination Date for purposes of any employee benefit
plan or arrangement in which he may participate at such time, except to the
extent required by law.
(b) TERMINATION BY COMPANY FOR CAUSE. If the Employee's
Termination Date occurs during the Agreement Period and is a result of the
Company's termination of the Employee's employment on account of Cause (as
defined below), then, except as agreed in writing between the Employee and
the Company, the Employee shall have no right to future payments or
benefits under this Agreement (and the Company shall have no obligation to
make any such future payments or provide any such future benefits) for
periods after the Employee's Termination Date. For purposes of this
Agreement, the term "Cause" shall mean (1) the willful and continued
failure of the Employee to substantially perform his duties (other than any
such failure resulting from the Employee's incapacity due to physical or
mental illness) which failure has not been corrected by the Employee within
30 days after the Company has given the Employee written notice of such
failure, (2) the willful engaging by the Employee in conduct which is
demonstrably and materially injurious to the Company or AMLI, monetarily or
otherwise, (3) conduct by the Employee that involves theft, fraud or
dishonesty, (4) other acts of moral turpitude by the Employee, or (5) the
Employee's violation of the provisions of Paragraphs 5 or 6 hereof. No
act, or failure to act, on the Employee's part shall be deemed "willful"
unless done, or omitted to be done, by him not in good faith and without
reasonable belief that the action or omission was in the best interest of
AMLI.
(c) TERMINATION BY THE COMPANY FOR REASONS OTHER THAN CAUSE. If
the Employee's Termination Date occurs during the Agreement Period and is a
result of the Employee's termination of employment by the Company for any
reason other than Cause (and is not on account of the Employee's death,
disability, or voluntary resignation, the mutual agreement of the parties
or any other reason), then the Employee shall receive from the Company,
payments under Paragraph 4(a) and such other severance benefits, if any, as
determined by the Company. Notwithstanding the foregoing, the Company may,
at any time, relieve the Employee of his duties for a specified period of
time and such action on the part of the Company shall not be considered a
termination of the Employee's employment hereunder. During any period that
the Employee has been relieved of his duties pursuant to the foregoing
sentence, all provisions of this Agreement, other than the provisions of
Paragraphs 2 which require the Employee to actively perform services for
the Company, shall continue to remain in full force and effect.
(d) TERMINATION FOR VOLUNTARY RESIGNATION, MUTUAL AGREEMENT OR
OTHER REASONS. If the Employee's Termination Date occurs during the
Agreement Period on account of his voluntary resignation, death,
disability, mutual agreement of the parties, or any reason other than those
specified in subparagraphs (b) or (c) above then, except as described in
Paragraphs 9 and 10, or as agreed in writing between the Employee and the
Company, the Employee shall have no right to future payments or benefits
under this Agreement (and the Company shall have no obligation to make any
such future payments or provide any such future benefits) for periods after
the Employee's Termination Date. For purposes of this Agreement, the term
"disability" shall mean with respect to an Employee, that the Employee is
eligible for long term disability benefits under the long term disability
plan maintained by the Company, or as otherwise determined in the sole
discretion of the Company.
Notwithstanding any other provision of this Agreement, the Employee shall
automatically cease to be an officer and/or Trustee of the Company and any
AMLI entity as of his Termination Date.
5. CONFIDENTIALITY. Except as may be required by the lawful order
of a court or agency of competent jurisdiction, or except to the extent
that the Employee has express authorization from the Company, he shall keep
secret and confidential indefinitely all non-public information (including,
without limitation, information regarding litigation and pending
litigation) concerning AMLI which was acquired by or disclosed to the
Employee during the course of his employment with AMLI, or during the
course of his consultation, if any, with AMLI following his termination of
employment and not to disclose the same, either directly or indirectly, to
any other person, firm, or business entity, or to use it in any way.
Nothing in the foregoing provisions of this Paragraph 5 shall be construed
so as to prevent Employee from using, in connection with his employment for
himself or an employer other than AMLI, knowledge that was acquired by him
during the course of his employment with AMLI and which is generally known
to persons of his experience in other companies in the same industry.
6. NON-COMPETITION. Other than with respect to any specific
activity, position, and entity listed on Exhibit B, which Exhibit B is made
a part of this Agreement, Employee agrees that during the term of his
employment by the Company and for the period specified in Appendix A hereto
following his Termination Date (the "Non-competition Period"), he will not
directly or indirectly engage in, assist, perform services for, establish
or open, have any equity interest (other than ownership of 10% or less of
the outstanding stock of any corporation listed on the New York or American
Stock Exchange or included in the National Association of Securities
Dealers Automated Quotation System) or have any other ownership interest
(other than ownership of 10% or less of a non-publicly-owned business
entity as a limited partner with no active participation in the operation
of the entity) in any person, firm, corporation, or business entity
(whether as an employee, officer, director, agent, security holder,
creditor, consultant, or otherwise) that engages in any activity in the
Non-competition Area, which activity is the same as, substantially similar
to, or competitive with (i) the management or leasing of any Residential
Property, (ii) the acquisition, ownership, operation or development of any
Residential Property, (iii) the business of Advising, or (iv) any other
business in which AMLI has material operations or devoted materials
resources to establishing material operations during the period to which
this Paragraph 6 relates. For purposes of this Paragraph 6, "Residential
Property" means rental real property of 100 units or more that is or is
planned to be used for rental multi-family residential purposes, and
"Advising" means raising capital from institutional investors or investment
in Residential Property in a co-investment structure where the investment
objectives are the same or similar to AMLI's. For purposes of this
Paragraph 6, "Non-competition Area" means the metropolitan areas of
Dallas/Fort Worth, Austin, and Houston, Texas; Atlanta, Georgia; Chicago,
Illinois; Indianapolis, Indiana; Kansas City, Kansas (known as Eastern
Kansas); and any other area within a 15-mile radius of where AMLI is
conducting or has reasonable expectation of commencing business activities
during the Non-competition Period. Notwithstanding the foregoing, if the
Employee's employment is terminated by the Company either (a) for any
reason other than Cause, as defined in Paragraph 4, or (b) for any reason
following a Change in Control (as such term is defined in Paragraph 9),
then the restrictions of the preceding sentence shall cease to apply to the
Employee effective as of his Termination Date. In the event this covenant
is more restrictive than permitted by the law of the jurisdiction in which
the Company seeks enforcement thereof, this covenant shall be limited to
the minimum extent necessary to comply with applicable law. Nothing in
this Paragraph 6 shall be construed as limiting the Employee's duty of
loyalty to the Company and while he is employed by the Company, or any
other duty he may otherwise have to the Company and AMLI while he is
employed by the Company.
7. REMEDIES. Employee acknowledges that the Company would be
irreparably injured by a violation of Paragraphs 5 and 6 and agrees that
the Company, in addition to other remedies available to it for such breach
or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order, or any other equivalent relief, restraining
the Employee from any actual or threatened breach of Paragraphs 5 or 6
without any bond or other security being required.
8. TERMINATION OF EMPLOYMENT. The Employee shall have no right to
benefits and payments for periods after the date on which his employment
with the Company terminates for any reason, except as provided in
Paragraphs 4, 9 and 10 of this Agreement.
9. PAYMENT UPON CHANGE IN CONTROL AND CHANGE IN CIRCUMSTANCES.
Subject to the provisions of this Paragraph 9 and Paragraph 10:
(a) In the event of both a Change of Control and a Change in
Circumstance, as such terms are defined below, the Company will pay to the
Employee by wire transfer or cashier's check, within ten days after the
date of the Change in Circumstance, an amount equal to the Employee's
"Average Compensation from the Company," as hereinafter defined, multiplied
by the number specified in Appendix A hereto. The Employee's "Average
Compensation from the Company" shall be equal to the Employee's average
annual Salary, as defined in Paragraph 3, plus cash bonus and fringe
benefits, both as described in Paragraph 3, from the Company that was
includible in his gross income for federal income tax purposes, unreduced
for any salary deferrals or salary reduction elections, for the most recent
five taxable years, ending on the date immediately prior to the Change in
Circumstance; provided, however, that for purposes of this Paragraph 9, the
cash bonus for a year shall include the cash bonus that is attributable to
that year as determined by the Company in its award of bonuses for a year,
regardless of when the cash bonus is actually paid to the Employee or
includible in the Employee's gross income; and provided further that a cash
bonus shall not include cash payments, if any, from the AMLI Residential
Properties Performance Incentive Plan, or any similar stock-based incentive
plan. If for any year an Employee has been employed by the Company for
less than a full year, the Employee's compensation taken into account for
the partial year in determining the Employee's Average Compensation from
the Company shall be determined as if the Employee's Salary and fringe
benefits paid during such partial year had been paid at the same rate for
an entire year; and the cash bonus attributable to that partial year shall
be taken into account for that year, unless the Company has not yet
determined the bonus attributable to that year, in which case the cash
bonus taken into account for the partial year shall be
deemed to be the cash bonus, if any, awarded to the Employee
which is attributable to the year immediately prior to the partial year.
If an Employee has been employed less than five years, such Average
Compensation from the Company shall be based on the number of full and
partial years that the Employee has been employed by the Company. For any
Employee employed by the Company before January 1, 1998, periods of
employment with the Company before such date will not be taken into account
in determining the Average Compensation from the Company of such Employee.
(b) If an Employee terminates employment or is terminated from
employment for any reason (other than Cause) following or in connection
with both a Change of Control and a Change in Circumstance, the Employee
and his eligible dependents will be entitled to continue to be covered at
the Company's expense under the Company's health, dental, life insurance,
and disability welfare plans as in effect at the Employee's termination of
Employment, or comparable plans, for a period of two years following the
date of the such termination of employment; provided however, that such
benefits shall cease upon the Employee's employment by a new entity under
which comparable benefits are available.
(c) If an Employee seeks to interpret or enforce his rights under
this Agreement following a Change in Control, regardless of whether a
Change in Circumstances also occurs, all reasonable costs and expenses
(including fees and disbursements of counsel) incurred by the Employee in
seeking to interpret or enforce rights pursuant to this Agreement shall be
paid on behalf of or reimbursed to the Employee promptly by the Company,
whether or not the Employee is successful in asserting such rights;
provided, however, that no reimbursement shall be made of such expenses
relating to any unsuccessful assertion of rights if and to the extent that
Employee's assertion of such rights was in bad faith or frivolous, as
determined by independent counsel mutually acceptable to the Employee and
the Company.
(d) "Change in Control" shall mean the occurrence of any of the
following:
(i) any Person other than:
a trustee or other fiduciary of securities held under
an employee benefit plan of the REIT or an employee benefit plan of an
Affiliate of the REIT;
a corporation or trust owned, directly or indirectly,
by the present shareholders on the Effective Date of the REIT in
substantially the same proportions as their ownership of the REIT;
any Person in which the Employee has a substantial
(10% or greater) equity interest;
AMLI Realty Co. ("ARC"), the Employee, UICI, or their
respective Affiliates and families; or
a Person that acquires Shares pursuant to a Business
Combination (as defined below) which is approved by the shareholders of the
REIT and which complies with subparagraph (iv) of this definition;
is or becomes a beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of Shares representing 25% or more of the total voting power of
the REIT's then outstanding shares of beneficial interest, or of 25% or
more of the then outstanding Units of the Operating Partnership;
(ii) a tender offer is made for the shares of beneficial
interest of the REIT and the Person making the offer owns or has accepted
for payment Shares representing 25% or more of the total voting power of
the REIT's then outstanding shares of beneficial interest, or of 25% or
more of the then outstanding Units of the Operating Partnership;
(iii) The majority of the REIT's Board of Trustees consists
of individuals other than Incumbent Trustees, which term means the members
of the REIT's Board of Trustees on the date of this Agreement; provided
that any individual becoming a Trustee subsequent to such date whose
election or nomination for election was supported by 2/3 of the Trustees
who then comprised Incumbent Trustees shall be considered to be an
Incumbent Trustee; or
(iv) the shareholders of the REIT approve a reorganization,
merger, consolidation or sale of all or substantially all of the assets of
the Company, the REIT, or the Operating Partnership (a "Business
Combination") with or to any other Person (other than, the Employee, UICI,
or their respective Affiliates) other than a Business Combination which (a)
would not result in any Person (other than Employee, or UICI or their
respective Affiliates) owning, directly or indirectly, 50% or more of the
combined voting power of the REIT's or such surviving entity's outstanding
voting securities, or of the Operating Partnership's Units, immediately
after such Business Combination.
(e) "Change in Circumstances" means the occurrence of any of the
following within eighteen months of a Change in Control while the Employee
is employed by the Company:
(i) a reduction in the Employee's job title or job
responsibility from that in effect immediately prior to the Change in
Control;
(ii) a reduction in the Employee's compensation, as
described in Paragraph 3, as in effect immediately prior to the Change in
Control;
(iii) the Employee's relocation to a location not within
fifty miles of his office or job location on the date of the Change in
Control, except for required travel on the Company's business to an extent
substantially consistent with his business travel obligations as in effect
immediately prior to the Change in Control; or
(iv) the Employee's involuntary termination of employment
by the Company without Cause.
For purposes of this Paragraph 9, "Person" means an individual,
corporation, partnership, trust, unincorporated association or any other
legal entity, and collectively shall include any group of two or more
Persons acting in concert. "Affiliate" with regard to a Person, means a
Person that controls or is controlled by such Person. For purposes of this
definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. The term
"Affiliates" and "Affiliated" shall have correlative meanings. For
purposes of this Paragraph 9, neither the Company, the REIT, the Operating
Partnership, ARC, nor UICI shall be deemed an Affiliate of the Employee.
"Shares" means the Common Shares, together with the Preferred Shares, of
the REIT. "Common Shares" means common shares of beneficial interest of
the REIT, par value $0.01 per share. "Preferred Shares" means the
preferred shares of beneficial interest of the REIT, par value $0.01 per
share. "Unit" means a unit of limited partnership interest in the
Operating Partnership.
10. EXCISE TAX GROSS-UP. If the Employee becomes entitled to
payment in accordance with subparagraph 9(a), then with respect to such
payment under subparagraph 9(a) (and with respect to any other payment made
to the Employee upon a Change in Control, including without limitation, the
vesting of an option or other cash or non-cash benefit or property, whether
pursuant to the terms of this Agreement or any other plan, arrangement, or
agreement with the Company or any other AMLI entity) (the "Total
Payments"), if such Total Payments are or become subject to the tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code") (or any similar tax that may hereafter be imposed) (the "Excise
Tax"), the Company shall pay to Employee at the time specified below an
additional amount (the "Gross-up Payment") (which shall include, without
limitation, reimbursement for any penalties and interest that may accrue in
respect of such Excise Tax) such that the net amount retained by Employee,
after reduction for any Excise Tax (including any penalties or interest
thereon) on the Total Payments and after any reduction for any federal,
state and local income or employment tax and Excise Tax on the Gross-up
Payment provided for by this Paragraph 10, but before reduction for any
federal, state, or local income or employment tax on the Total Payments,
shall be equal to the sum of (a) and (b), where (a) is the Total Payments,
and (b) is an amount equal to the product of any deductions disallowed for
federal, state, or local income tax purposes because of the inclusion of
the Gross-up Payment in Employee's adjusted gross income multiplied by the
highest applicable marginal rate of federal, state, or local income
taxation, respectively, for the calendar year in which the Gross-up Payment
is to be made.
11. WITHHOLDING. All compensation payable under this Agreement
shall be subject to customary withholding taxes and other employment taxes
as required with respect to compensation paid to an employee and the amount
of compensation payable hereunder shall be reduced appropriately to reflect
the amount of any required withholding. Except as expressly provided to
the contrary in this Agreement, the Company shall have no obligation to
make any payments to the Employee or to make the Employee whole for the
amount of any required taxes.
12. WAIVER OF BREACH. The waiver by either the Company or Employee
of a breach of any provision of this Agreement shall not operate as or be
deemed a waiver of any subsequent breach by either the Company or Employee
of that provision or any other provision hereof. Continuation of any
payments hereunder by the Company following a breach by Employee of any
provisions of this Agreement shall not preclude the Company from thereafter
terminating said payments based upon the same violation.
13. SEVERABILITY. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, such provision shall be limited to the minimum extent necessary to
comply with applicable law, and the remaining provisions of this Agreement
shall be unaffected thereby and shall remain in full force and effect.
14. NOTICES. Any notice, request, demand, and other communication
provided for by this Agreement shall be sufficient if in writing and if
sent by registered or certified mail, or by nationally-recognized courier
service, confirmed fax, or confirmed personal delivery to the Employee at
the last address he has filed in writing with the Company or in the case of
the Company, to the attention of the Secretary of AMLI Residential
Properties Trust, with a copy to the attention of the President of the REIT
at its principal place of business, in the case of both notice to the
Company and notice to the Employee.
15. SUCCESSORS TO THE COMPANY. This Agreement shall be binding
upon, and inure to the benefit of, the Company and its successors and
assigns.
16. NONALIENATION. The interests of Employee under this Agreement
are not subject to the claims of his creditors, and may not otherwise be
voluntarily or involuntarily assigned, alienated or encumbered.
17. AMENDMENT. This Agreement may be amended or canceled only by
mutual agreement of the parties in writing without the consent of any other
person.
18. APPLICABLE LAW. The provisions of this Agreement shall be
construed in accordance with the internal laws of the State of Illinois,
excluding any choice of law rules.
19. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided
in this Agreement, the rights and obligations of the parties to this
Agreement shall survive the termination of the Employee's employment with
the Company.
20. ENTIRE AGREEMENT. This Agreement constitutes the full and
complete understanding and agreement of the parties hereto, and supersedes
all prior understandings and agreements of the parties hereto, whether oral
or written, as to the subject matter hereof.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without
reference to the others.
22. ACKNOWLEDGMENT BY EMPLOYEE. The Employee represents to the
Company that he is knowledgeable and sophisticated as to business matters,
including the subject matter of this Agreement, that he has read this
Agreement and that he understands its terms. The Employee acknowledges
that, prior to assenting to terms the terms of this Agreement, he has been
given a reasonable time to review it, to consult with counsel of his
choice, and to negotiate at arm's-length with the Company as to the
contents. The Employee and the Company agree that the language used in
this Agreement is the language chosen by the parties to express their
mutual intent, and that no rule of strict construction is to be applied
against any party hereto. Employee warrants that he is not subject to any
non-competition agreement or other restrictive agreement with any other
prior employer or any other person that would restrict his ability to
perform the services required of him under this Agreement.
IN WITNESS THEREOF, Employee has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its
behalf, all as of the day and year first above written.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Employee
AMLI RESIDENTIAL PROPERTIES TRUST
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Chief Financial Officer
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Exhibit A to Employment Agreement for
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▇▇▇▇ ▇▇▇▇
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TITLE:
(ref. Paragraph 1) Chairman & Chief Executive Officer of AMLI
Residential Properties Trust.
RESPONSIBILITIES:
(ref. Paragraph 2) General corporate responsibilities consistent
with the titles of Chairman of the Board and Chief Executive Officer.
ANNUAL BASE SALARY
AS OF EFFECTIVE DATE:
(ref. Paragraph 3.a) $125,000
FRINGE BENEFITS:
(ref. Paragraph 3.c) Cost of income tax preparation.
Reimbursement for club dues.
PAYMENT MULTIPLE:
(ref. Paragraph 9.a) --
NON-COMPETITION PERIOD:
(ref. Paragraph 6) 2 years
