THIRD AMENDMENT
TO
EMPLOYMENT AGREEMENT
The Employment
Agreement (the “Agreement”) made as of the 10
th day of January, 2003 by and between AvalonBay
Communities, Inc., a Maryland corporation (the
“Company”), and Bryce Blair (“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,
and 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 effective date of said Separation Agreement or
31 days following
the Date of
Termination, an amount equal to two times Covered Average
Compensation.”
4. Section 7(c)(iv)
of the Agreement is hereby amended to read as follows:
“(iv)
Non-Renewal . In the event the Company gives Executive a
notice of non-renewal pursuant to Section 1 above, the Company
shall, in addition to paying the amounts provided under
Section 7(c)(i), pay to Executive, in one lump sum
31 days following the Date of Termination, an amount equal to
Covered Average Compensation. The Company shall also,
commencing upon the Date of Termination,
(A) Pay
to Executive, for 12 consecutive months, commencing with the first
day of the month immediately following the Date of termination, a
monthly amount equal to the result obtained by dividing Covered
Average Compensation by twelve;
(B)
(A) Continue, without cost to Executive, benefits
comparable to the medical benefits provided to Executive
immediately prior to the Date of Termination under
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