THIRD AMENDMENT
TO
EMPLOYMENT AGREEMENT
The Employment
Agreement (the “Agreement”) made as of the 26
th day of February, 2001 by and between AvalonBay
Communities, Inc., a Maryland corporation (the
“Company”), and Timothy J. Naughton
(“Executive”), as previously amended, is hereby further
amended as follows (new language is bold and underlined and deleted
language is struck through:
1. The last
sentence of Section 3(b) of the Agreement is hereby amended to read
as follows:
“Any Cash
Bonuses for a fiscal year hereunder shall be paid as
a lump sum not later than 75 days after the end of the
Company’s preceding fiscal year but not later
than March 14 after the end of the fiscal year
.”
2. Section 7(c)(i)(b)(A)
of the Agreement is hereby amended to read as follows:
“The
Company may defer the determination of the Cash Bonus and the
restricted stock portion of the LT Equity Bonus until such bonuses
in respect of such year are determined for other officers, and at
such time the amounts to be used for determining Executive’s
pro rata bonuses shall be a percentage of his target Cash Bonus and
a percentage of his target number of restricted shares with such
percentages being equal to the average of the percentages that
apply to the Cash Bonus and restricted shares, respectively, of
other officers ranked Senior Vice President or higher, but in
no event shall such Cash Bonus and the restricted stock portion of
the LT Equity Bonus be paid to Executive later than March 14
of the calendar year following the calendar year that includes the
Date of Termination ; and”
3. The first
sentence of Section 7(c)(iii) of the Agreement is hereby
amended to read as follows:
“In the
event the Company elects to terminate Executive’s employment
during the Employment Period on account of Disability, the Company
shall, in addition to paying the amounts set forth in Section
7(c)(i) and subject to Executive first entering into a separation
agreement, including a general release of all claims, in a form
reasonably acceptable to the Company (‘ Separation
Agreement ‘) within 21 days of the Date of
Termination , pay to Executive, in one lump sum, no later
than the later of the effective date 31 days following the
Date of
Termination, an
amount equal to one times Average Covered Total
Compensation.”
4. The first
sentence of Section 7(c)(iv) of the Agreement is hereby
amended to read as follows:
“In the
event the Company gives Executive a notice of non-renewal pursuant
to Section 1 above, and either (I) within one year after
expiration of the Employment Period the Executive voluntarily
terminates his employment (‘ Post-Expiration
Resignation ‘) or (II) within two years after
expiration of the Employment Period the Executive’s
employment is terminated by the Company without Cause or
Constructively Terminated without Cause (‘ Post-Expiration
Termination ‘), then, in either such case, the Company
shall, in addition to paying the amounts set forth in
Section 7(c)(i), and subject to Executive first entering into
a Separation Agreement within 21 days of the Date of
Termination , pay to Executive, for 12 consecutive
months beginning with the first business day of the calendar month
following the Effective Date of said Separation Agreement, a
monthly amount equal to one-twelfth (1/12) of in one lump
sum, 31 days following the Date of Termination, an amount
equal to the sum of one times his then applicab
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