Exhibit 10.24
AMENDMENT TO
SEPARATION AND GENERAL RELEASE AGREEMENT
This AMENDMENT TO SEPARATION AND
GENERAL RELEASE AGREEMENT (the “Amendment”) is dated as
of June 1, 2007, between Archstone-Smith Operating Trust (the
“Operating Trust”), Archstone-Smith Trust
(“ASN”) (Operating Trust and ASN are referred to
hereinafter as the “Company”), and J. Lindsay Freeman
(the “Executive”) and shall be effective upon the
consummation of the Merger (as defined below).
WHEREAS, the Management Development
and Executive Compensation Committee (the “Committee”)
of the Board of Trustees of the Company approved the general terms
of a Separation and General Release Agreement (the
“Agreement”) as of March, 7, 2007 and the Executive and
the Company entered into the Agreement as of May 9, 2007,
effective as of December 31, 2007; and
WHEREAS, the parties desire to enter
into this Amendment to revise the terms of the Agreement to provide
for specified payments to Mr. Freeman in connection with his
remaining an employee of the Company following the consummation of
the merger contemplated by the Agreement and Plan of Merger among
Operating Trust, ASN, River Holding, LP, River Acquisition (MD), LP
and River Trust Acquisition (MD), LLC (the
“Merger”);
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and agreements of the parties
contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. This Amendment shall be
effective as of the consummation of the Merger.
2. Section 2 of the
Agreement shall be amended by adding the following new sentence to
the end:
“If
Freeman remai
