AGREEMENT
made this 30th day of December, 2008 (the “Agreement”)
among Colonial Properties Trust and Colonial Property Services,
Inc. (collectively, “Colonial” or the
“Company”) and Weston M. Andress (the
“Consultant”). (Collectively referred to herein as the
“Parties.”)
WHEREAS ,
Colonial, on behalf of itself and its subsidiaries, desires to
engage the services of the Consultant to provide certain consulting
work; and
WHEREAS ,
the Consultant desires to perform said services for
Colonial.
NOW,
THEREFORE , in consideration of the mutual promises contained
in this agreement, the Parties agree as follows:
1.
Performance of Duties . The duties and obligations
described herein shall be for a period commencing on
January 1, 2009 and ending on December 31,
2009.
2.
Consulting Services . Consultant agrees
(i) to assist the Company in connection with the negotiation
and/or closing of one or more loan facilities between the Company
and The Federal National Mortgage Association and/or The Federal
Home Loan Mortgage Corporation, or a combination of the two, in an
aggregate amount of at least $350 million (the “Loan
Facility Services”), (ii) to perform such assignments as
may reasonably be assigned by the chief executive officer of the
Company (the “CEO”) from time to time in writing (the
“Other Specified Services”) and (iii) to provide
such advice and assistance with respect to the transition of
Consultant’s former duties and responsibilities as may be
reasonably requested by the CEO (the “Transition
Services”, and, together with the Loan Facility Services, and
the Other Specified Services, the “Services”), and the
Consultant shall determine the time, methods and manner by which
the Services are rendered by him, provided that such methods are
lawful and professional, and the timing and manner of the Services
are consistent with the business needs and objectives of the
Company.
3.
Business Hours. Consultant agrees to make himself
reasonably available for performance of the Services and shall
devote such amount of time to the Services reasonably necessary and
sufficient to complete them which will not exceed 20 hours in any
week. During the term of this Agreement, Consultant shall be free
to undertake or engage in any consulting, employment or other work,
provided it does not interfere with his ability to comply with his
obligations under this Agreement or constitute a violation
of
paragraph 15 of
the Severance Agreement and Release between the Company and
Consultant dated as of the date hereof.
4.
Compensation. In exchange for the Loan Facility
Services, Colonial shall pay the Consultant aggregate compensation
of $400,000, payable in twelve consecutive monthly payments of
$33,333.33 beginning on January 31, 2009 (the “Loan
Facility Services Compensation”). Payment of the Loan
Facility Services Compensation will not be conditioned upon or
impacted by the timing of the closing of the loan facility(ies), by
any decision by Colonial to discontinue or abandon such efforts or
by the failure of Colonial to obtain such loans for any reason. In
addition, if Consultant successfully completes the Other Specified
Services prior to the termination of this Agreement, Colonial shall
pay the Consultant a lump sum of $100,000, with such amount payable
as soon as administratively possible thereafter.
5.
Consultant. It is agreed that the Consultant is a
consultant and not an employee, partner, joint venturer, or agent
of Colonial. The Consultant shall be an independent
contra
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