3:
Exhibit 10.14
GABLES RESIDENTIAL
TRUST
Senior Executive
Severance Agreement
AGREEMENT made
as of this 30 th day of March, 2001 by and among Gables
Residential Trust, a Maryland business trust with its principal
place of business in Atlanta, Georgia (the "Company"), and Dawn H.
Severt (the "Executive"), an individual presently employed as the
Senior Vice President and Chief Accounting Officer of the Company,
as amended with respect to Section 4(a) effective as of the 13
th day of January, 2005.
1.
Purpose . The Company considers it essential to the best
interests of its stockholders to foster the continuous employment
of key management personnel. The Board of Trustees of the Company
(the "Board") recognizes, however, that, as is the case with many
publicly held corporations, the possibility of a Change in Control
(as defined in Section 2 hereof) exists and that such possibility,
and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of
management personnel to the detriment of the Company and its
shareholders. Therefore, the Board has determined that appropriate
steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management,
including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control. Nothing in
this Agreement shall be construed as creating an express or implied
contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have
any right to be retained in the employ of the Company.
2.
Change in Control
. For purposes of this Agreement, a
"Change in Control" shall mean the occurrence of any one of the
following events:
(a)
any "person," as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Act") (other than the Company, any of its
Subsidiaries (as defined below), or any trustee, fiduciary or other
person or entity holding securities under any employee benefit plan
or trust of the Company or any of its Subsidiaries), together with
all "affiliates" and "associates" (as such terms are defined in
Rule 12b-2 under the Act) of such person, shall become the
"beneficial owner" (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company
representing 40% or more of either (i) the combined voting power of
the Company's then outstanding securities having the right to vote
in an election of the Board ("Voting Securities") or (ii) the then
outstanding common shares of beneficial interest, par value $.01
per share, of the Company ("Shares") (in either such case other
than as a result of an acquisition of securities directly from the
Company); or
(b)
individuals who, as of the date
hereof, constitute the Board (the "Incumbent Members") cease for
any reason to constitute at least a majority of the Board,
provided, however, that any individual becoming a trustee of the
Company subsequent to the date hereof (excluding, for this purpose,
(A) any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating
to the election of members of the Board or other actual or
threatened solicitation of proxies or consents by or on behalf of a
person other than the Board, including by reason of agreement
intended to avoid or settle any such actual or threatened contest
or solicitation, and (B) any individual whose initial assumption of
office is in connection with a merger or consolidation, involving
an unrelated entity), whose election or nomination for election by
the Company's shareholders was approved by a vote of at least a
majority of the persons then comprising Incumbent Members shall for
purposes of this Agreement be considered an Incumbent Member;
or
(c)
the consummation of a consolidation
or merger of the Company where the shareholders of the Company,
immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, "beneficially own"
(as such term is defined in Rule 13d-3 under the Act), directly or
indirectly, shares representing in the aggregate 50% or more of the
voting shares of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent corporation, if
any) (the "Resulting Corporation"); or
(d)
the shareholders of the Company
shall approve (A) any sale, lease, exchange or other transfer to an
unrelated party (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company or (B) any plan or
proposal for the liquidation or dissolution of the
Company.
Notwithstanding
the foregoing, a "Change in Control" shall not be deemed to have
occurred for purposes of the foregoing clause (a) solely as the
result of an acquisition of securities by the Company which, by
reducing the number of Shares or other Voting Securities
outstanding, increases (x) the proportionate number of Shares
beneficially owned by any person to 40% or more of the Shares then
outstanding or (y) the proportionate voting power represented by
the Voting Securities beneficially owned by any person to 40% or
more of the combined voting power of all then outstanding Voting
Securities; provided , however , that if such person
referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial owner of any additional Shares or Voting
Securities (other than pursuant to a stock split, stock dividend,
or similar transaction or as a result of an acquisition of
securities directly from the Company) and immediately thereafter
beneficially owns 40% or more of the combined voting power of all
the outstanding Voting Securities or 40% or more of the Shares then
outstanding, then a "Change in Control" shall be deemed to have
occurred for purposes of the foregoing clause (a).
Notwithstanding
the foregoing, a "Change in Control" shall not be deemed to have
occurred for purposes of the foregoing clause (c) if after the
consummation of a consolidation or merger of the Company where the
shareholders of the Company, immediately prior to the consolidation
or merger, would, immediately after the consolidation or merger,
"beneficially own" (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, shares representing in the aggregate
less than 50% or more of the voting shares of the Resulting
Corporation, the Incumbent Members constitute at least 50% of the
board of directors or board of trustees of the Resulting
Corporation and the Chairman and Chief Executive Officer of the
Company prior to the consolidation or merger remains the Chief
Executive Officer of the Resulting Company immediately after the
consolidation or merger.
As used in this
definition of "Change in Control," the term "Subsidiary" means
Gables Realty Limited Partnership, Gables Residential Services,
Inc., Gables Central Construction, Inc., and Gables East
Construction, Inc., and any corporati
