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Exhibit 10.64
Agreement Evidencing Waiver of
Performance Bonus
This Agreement Evidencing Waiver of
Performance Bonus is made this 25th day of February, 2005 by and
between Cornerstone Realty Income Trust, Inc.
(“Cornerstone”) and Glade M. Knight (the
“Executive”).
RECITALS
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A.
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The Executive
serves as the Chairman and Chief Executive Officer of Cornerstone
and has provided valuable services to Cornerstone throughout
2004.
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B.
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In recognition
of the valuable services provided to Cornerstone by the Executive
during the year 2004, Cornerstone’s Chief Executive Officer
recommended to the Compensation Committee of Cornerstone that the
Executive receive a year-end performance bonus of
$200,000.
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C.
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The
Compensation Committee of Cornerstone recommended to the Board of
Directors of Cornerstone that Cornerstone pay to the Executive a
year-end performance bonus of $200,000, subject to certain terms
and conditions.
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D.
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The Executive
requested that $100,000 of the $200,000 bonus recommended by the
Compensation Committee instead be made available for Cornerstone to
pay severance compensation to certain non-executive employees whose
employment is expected to be terminated in connection with the
proposed merger involving Cornerstone and Colonial Properties
Trust.
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E.
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The Executive
has elected to waive and refuse acceptance of any amount approved
as a 2004 year-end performance bonus by Cornerstone’s Board
of Directors, and Cornerstone has agreed to acknowledge and accept
such waiver and refusal. Any 2004 year-end performance bonus from
Cornerstone to which the Executive might be entitled absent the
provisions of this Agreement is referred to in this Agreement as
the “Year-End Performance Bonus.”
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Now therefore, the undersigned do
hereby agree as follows:
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1.
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Waiver of
Year-End Performance Bonus . The Executive forever waives and refuses to
accept any Year-End Performance Bonus. Cornerstone acknowledges and
accepts such waiver and refusal and Cornerstone has no obligation
to pay the Executive any portion of the Year-End Performance
Bonus.
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