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EXHIBIT 10.16
MASTER EXCHANGE AGREEMENT
This Agreement is entered into this 7th day of November 1997 by and
between _____________ ("Recipient") and Camden Property Trust (the "Company")
and modifies the Master Exchange Agreement dated 31 January 1997.
WHEREAS, pursuant to the 1993 Share Incentive Plan of Camden
Property Trust (the "Plan"), the Recipient has and will receive awards of
Restricted Shares as shown in Exchange Supplement A attached hereto which shall
vest over time in accordance with the terms of the Plan and outlined on
Exchange Supplement B;
WHEREAS, Recipient desires to exchange his right to receive the
unvested Restricted Shares upon vesting and all other rights appurtenant
thereto for the Rights to Repurchase (as defined below);
WHEREAS, the Company desires to exchange the Rights to Repurchase for
the return of the Recipient's unvested Restricted Shares;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Recipient hereby agrees to exchange Recipient's unvested Restricted
Shares (including the right to receive dividends thereon and the right
to vote such shares) for the Rights to Repurchase as described below.
2. Upon the execution of this Agreement, the Company shall deposit
Recipient's Restricted Shares into a rabbi trust (the "Trust")
established for the benefit of the Company. The Trust shall be
administered by an independent trustee who shall be selected by the
Company. Unless otherwise agreed by Recipient and Company, the
Company agrees, whenever any dividend is declared on common shares of
beneficial interest of the Company, $.01 par value per share (the
"Common Shares"), to pay to the Recipient an amount per Restricted
Share held hereunder as of such date(s) by the Trust equal to the
amount per Common Share paid to the holders of record of Common Shares
of the Company (the "Dividend Equivalents"). The Company and
Recipient may agree that any Dividend Equivalents payable on account
of dividends declared on the Common Shares shall be paid to the Trust
instead of the Recipient. Such agreement to pay Dividend Equivalents
to the Trust shall be applicable with respect to Dividend Equivalents
payable on account of dividends declared on the Common Shares during
the following calendar year, and shall be irrevocable for those
Dividend Equivalents during that year. The Dividend Equivalents
payable under this Section 2 shall be distributed directly to the
Recipient or Trust, as the case may be, as soon as administratively
feasible.
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If any dividend is declared on the Common Shares after the date on
which Recipient ceases employment with the Company, such Dividend
Equivalents shall be paid by the Company to the Trust. Any Dividend
Equivalents paid to the Trust shall accumulate in the Trust and the
Trustee shall invest such Dividend Equivalents in Marketable
securities other than the Company's securities. The trustee shall
have the right to substitute, from time to time, other marketable
securities of equal value for the marketable securities of equal value
for the marketable securities originally purchased by the trustee.
3. Upon vesting of the Restricted Shares under the terms of the relevant
award agreement, Recipient shall have the right to purchase all or
part of the Restricted Shares that Recipient exchanged with the Trust
together with any securities that were purchased with the accumulated
Dividend Equivalents received by the Trust on such Restricted Shares
(the "Rights to Repurchase"). The Rights to Repurchase may be
exercised with regard to vested shares in an amount at least equal to
the lesser of 2,000 shares or the number of shares for any portion of
an Award separately identified in Exchange Supplement B. Nothing in
this Agreement shall be construed as allowing a Recipient to exercise
his Rights to Repurchase to purchase either the shares or the Dividend
Equivalents but not both; that is, the shares and the related Dividend
Equivalents must be purchased together, except as provided in
paragraph 6 hereof.
4. The Restricted Shares which are the subject of Rights to Repurchase
shall vest according to the terms of the relevant Restricted Share
award agreement and are summarized on Exchange Supplement B. The
Rights to Repurchase shall be exercisable for a period of 20 years
from the applicable vesting date.
5. The exercise price of the Rights to Repurchase shall equal the sum of
(i) 10% of the Fair Market Value of the Restricted Shares to be
purchased by Recipient, as determined on the date of this Agreement,
and (ii) 5% of the amount of Dividend Equivalents paid to the Trust
with respect to such Restricted Shares.
6. If Recipient's employment or relationship with the Company or its
Affiliates is terminated for any reason before vesting of the
Restricted Shares, the Rights to Repurchase such Restricted Shares
shall terminate in accordance with the terms and conditions of the
relevant Restricted Share agreement or, if not specified otherwise, on
the date of death, disability, retirement, or the date notice of
termination or resignation is given. Recipient's Rights to Repurchase
vested shares shall be exercisable for a period of one year from the
date of termination of employment or relationship. Thereafter, the
unexercised Rights to Repurchase shall terminate and be of no further
force and effect. However, to the extent that any Dividend
Equivalents have been paid to the Trust and not yet repurchased from
the Trust, recipient shall vest in such Dividend Equivalents (to the
extent not previously vested) and be entitled to repurchase such
Dividend Equivalents separately from the shares, even though such
shares have not vested and the vesting rights in such shares is then
expiring.
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7. All initial capitalized terms not otherwise defined herein shall have
the meanings set forth in the Plan.
8. This Agreement shall be construed in accordance with the laws of the
State of Texas.
9. To the extent any provision of this Agreement is held to be
unenforceable, illegal or invalid under any current or future law,
such provision shall be fully separable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part thereof, the remaining provisions
of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by
its severance therefrom. In lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part
of this Agreement, a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be
possible, and the parties hereto request the court or any arbitrator
to whom disputes relating to this Agreement are submitted to reform
the otherwise illegal, invalid or unenforceable provision in
accordance with this Section 9.
10. To the extent any provisions of this Agreement conflict with the
provisions of any employment agreement entered into between the
Company and Recipient, the terms of the employment agreement shall
control. To the extent that any such employment agreement provides
for the automatic or accelerated vesting of securities or derivative
securities held by the Recipient upon the occurrence of a change of
control, business combination or other enumerated event, the
Restricted Shares and Rights to Repurchase shall likewise be deemed to
be governed by such provisions and shall likewise vest on the terms
and conditions set forth in such employment agreement.
11. The Rights to Repurchase granted hereunder, to the extent permitted by
law, shall be transferable to Recipient's spouse, children or
grandchildren or to a trust created for their benefit. The Rights to
Repurchase shall not otherwise be transferable.
12. The Restricted Shares and Rights to Repurchase covered by this
Agreement shall be subject to the adjustment provisions contained in
the Plan (currently Section 7 of the Plan).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
RECIPIENT
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CAMDEN PROPERTY TRUST
By:
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Name:
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Title:
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EXHIBIT 10.16
DIVIDEND EQUIVALENT ELECTION FORM
I hereby irrevocably elect to have any Dividend Equivalents declared to me
during the following calendar year, on the Restricted Shares referenced below,
to be paid directly to the Trust. Any Dividend Equivalents paid to the Trust
shall accumulate in the Trust and the trustee shall invest such Dividend
Equivalents in marketable securities other than the Company's securities. If
no election is made, any Dividend Equivalents declared during the following
calendar year will be paid directly to me by the Company.
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Date of Election Signature
Name:
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SUPPLEMENT B NUMBER OF SHARES SUBJECT TO ELECTION
REFERENCE YES NO
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Shares Awarded in Following
Calendar Year
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