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Exhibit 10.7.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
on this 15th day of February, 1999, ("Effective Date") by and between XXXXXXX X.
XXXXXXX, an individual resident of the State of North Carolina (the
"Executive"), SUMMIT PROPERTIES INC., a Maryland corporation, and SUMMIT
MANAGEMENT COMPANY, a Maryland corporation. Summit Properties Inc. and Summit
Management Company are referred to herein collectively as the "Company";
W I T N E S S E T H:
WHEREAS, the Company desires to employ Executive, and Executive desires
to be employed by the Company on the terms and conditions contained in this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement,
intending to be legally bound, hereby agree as follows:
1.
Employment
Subject to the terms of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts such employment with the Company.
Executive initially shall serve as an officer of the Company in the capacity of
Chief Operating Officer of Summit Properties Inc. and Vice President of Summit
Management Company and initially shall have the duties, rights and
responsibilities normally associated with such positions consistent with the
Bylaws of Summit Properties Inc. and Summit Management Company, respectively,
together with such other reasonable duties relating to the operation of the
business of the Company and its affiliates as may be assigned to him from time
to time by the Board of Directors of Summit Properties Inc. (the "Board") or as
may otherwise be provided in such Bylaws. Executive shall devote his full
business time, skills and best efforts to rendering services on behalf of the
Company and its affiliates and shall exercise such care as is customarily
required by executives undertaking similar duties for entities similar to the
Company.
2.
Compensation; Expenses
2.1 Base Salary. Commencing on January 1, 1999, the Company shall pay
Executive during the term of Executive's employment under this
Agreement, a base salary equal to Three Hundred Thousand and
00/100 Dollars ($300,000.00) per annum (the "Base Salary"), which
amount shall be subject to adjustment, if any, in accordance with
this ss. 2.1. The Compensation Committee of the Board (the
"Committee") shall review Executive's Base Salary on an annual
basis, and
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the Committee upon such review and in its sole discretion, may
increase or decrease Executive's Base Salary by an amount which
the Committee deems appropriate in light of the Company's and
Executive's performance during the period covered by such review;
provided, however, that Executive's Base Salary shall not be
reduced below Three Hundred Thousand and 00/100 Dollars
($300,000.00) per annum. The Base Salary, less all applicable
withholding taxes, shall be paid to Executive in accordance with
the payroll procedures in effect with respect to officers of the
Company.
2.2 Stock Options. Executive shall be entitled to participate in
employee stock option plans from time to time established for the
benefit of employees of the Company in accordance with the terms
and conditions of such plans.
2.3 Expenses. Executive shall be reimbursed for all reasonable
business-related expenses incurred by Executive at the request of
or on behalf of the Company.
2.4 Participation in Employee Benefit Plans. Executive shall be
entitled to participate in such medical, dental, disability,
hospitalization, life insurance, profit sharing and other benefit
plans as the Company shall maintain from time to time for the
benefit of executive officers of the Company, on the terms and
subject to the conditions set forth in such plans. In addition,
during the term of this Agreement, Executive shall be entitled to
a comprehensive annual physical performed, at the company's
expense, by the physician or medical group of Executive's
choosing.
2.5 Compensation upon Termination of Employment. If Employee's
employment under this Agreement is terminated for any reason
whatsoever, Employee shall not thereafter be entitled to receive
any Base Salary for periods following such termination; provided,
however, that Employee shall be entitled to receive any Base
Salary which may be owed to Employee but is unpaid as of the date
on which Employee's employment is terminated. The benefits, if
any, payable to or on behalf of Employee upon Employee's
termination of employment from the Company under any employee
benefit plans and incentive compensation and other compensatory
arrangements shall be governed by the terms and conditions for
benefit payments set forth in such plans and arrangements.
2.6 Vacation. In addition to Company holidays, Executive shall
receive such paid vacation time each year during the term of this
Agreement consistent with vacation policies of the Company for
its executive officers. Said paid vacation time shall initially
be twenty days. Any unused vacation days in any year may not be
carried over to subsequent years, and Executive shall receive no
additional compensation for any unused vacation days.
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2.7 Perquisites. Executive shall be entitled to receive such
individual perquisites as are consistent with the Company's
policies applicable to its executive officers.
3.
Term of Employment
3.1 Term. The employment relationship under the Agreement shall
commence as of the above written date (the "Effective Date") and
shall continue until the date twenty (20) business days after
written notice is given to the other party by either the Company
or Employee that the employment relationship shall terminate.
Such termination notice may be given by either party without
cause and for any or no reason.
4.
Miscellaneous
4.1. Binding Effect. This Agreement shall inure to the benefit of and
shall be binding upon Executive and his executor, administrator,
heirs, personal representative and assigns, and the Company and
its successors and assigns; provided, however, that Executive
shall not be entitled to assign or delegate any of his rights or
obligations hereunder without the prior written consent of
Company; and further provided that the Company shall not be
entitled to assign or delegate any of its rights or obligations
hereunder except to a corporation, partnership or other business
entity that is, directly or indirectly, controlled by or under
common control with Summit Properties Inc.
4.2. Construction of Agreement. No provision of this Agreement or any
related document shall be construed against or interpreted to the
disadvantage or any party hereto by any court or other
governmental or judicial authority by reason of such party having
or being deemed to have structured or drafted such provision.
4.3 Amendment; Waiver. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this
Agreement shall be valid or binding unless set forth in writing
and duly executed by each of the parties hereto. Any waiver by an
party or consent by any party to any variation from any provision
of this Agreement shall be valid only if in writing and only in
the specific instance in which it is given, and no such waiver or
consent shall be construed as a waiver of any other provision or
as a consent with respect to any similar instance or
circumstance.
4.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of North Carolina.
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4.5. Survival of Agreements. All covenants and agreements made herein
shall survive the execution and delivery of this Agreement and
the termination of Executive's employment hereunder for any
reason.
4.6 Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
4.7 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to be given
when delivered personally or mailed first class, registered or
certified mail, postage prepaid, in either case, addressed as
follows:
(a) If to Executive:
Xxxxxxx X. Xxxxxxx
At last known address as reflected
in the Company's records.
(b) If to the Company, addressed to:
Summit Properties Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
4.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
4.9 Entire Agreement. This Agreement, together with the
Noncompetition Agreement, Indemnification Agreement, and
Executive Severance Agreement, constitute the entire agreement of
the parties with respect to the subject matter hereof and upon
the Effective Date, will supersede and replace all prior
agreements, written and oral, between the parties hereto or with
respect to the subject matter hereof. This Agreement may be
modified only by a written instrument signed by each of the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SUMMIT PROPERTIES INC.
By: /S/ XXXXXX X. XxXXXXX
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Name: Xxxxxx X. XxXxxxx
Title: President
SUMMIT MANAGEMENT COMPANY
By: /S/ XXXXXX X. XxXXXXX
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Name: Xxxxxx X. XxXxxxx
Title: Vice President
Collectively, the "Company"
/S/ XXXXXXX X. XXXXXXX [SEAL]
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Xxxxxxx X. Xxxxxxx
"Executive"
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