**Exhibit10.11**

**GABLESRESIDENTIAL TRUST**As of February 25, 2002

 

 

Mr.C. Jordan Clark3000 Rivermeade DriveAtlanta, Georgia 30327

      In light of various changes in the senior executive management of GablesResidential Trust (the "Company") the Company accepts your resignationeffective January 1, 2002 (the "Effective Date") from the office of ChiefInvestment Officer.  In return for your agreements contained herein, includingyour release of certain claims as described below and subject to yourperformance of your obligations under this agreement, the Company agrees, uponyour execution of this letter, to the following:

- The    Company will have paid your base salary at your current rate (representing    $270,400.00 per year.), less applicable withholding and payroll taxes,    through the Effective Date.     

- The    Company will pay your 2001 cash bonus (representing $229,840.00), and eight    thousand four hundred (8,400) shares representing your 2001 performance    share award based on the closing price of the Company's Common Shares as    reported on the NYSE on February 22, 2002 ($29.75 per share), less    applicable withholding and payroll taxes.     Such payment will be made to you by the Company on or about March 8,    2002.    

- The    Company further agrees to pay you fifty-two weeks of your base salary at    your current rate (representing $270,400.00), an amount equal to your 2001    cash bonus (representing $229,840.00), and eight thousand four hundred    (8,400) shares representing an amount equal to your 2001 performance share    award based on the closing price of the Company's Common Shares as    reported on the NYSE on February 22, 2002 ($29.75 per share).     The foregoing amount represents severance compensation payable to you    pursuant to your employment agreement with the Company dated January 1,    1999.  Such payment will be made    to you by the Company on or about March 8, 2002.    

- The    Company will not make any additional contributions to your 401(k) plan.    

- If    it has not previously done so, the Company shall provide you with notice of    your rights to continue health insurance benefits after the Effective Date    at your own cost pursuant to the law known as "COBRA."     Pursuant to applicable benefit plan terms and benefit practices, your    eligibility to participate in the Company's other employee benefit plans    and programs ceased effective on the Effective Date.     Your rights to benefits, if any, are governed by the terms of those    benefit plans and programs.  Subsequent    to the Effective Date, to the extent that you are eligible to continue to    participate in the Company's group health plan pursuant to COBRA, all    COBRA premiums, to the extent you choose to participate, will be your    financial responsibility.    

- Any unvested    portions of the    following stock options issued to you will become vested as of February 23,    2002. You will have until December 31, 2004 to exercise the following    options:     

15,000       options dated     May 16, 1995     atthe exercise price of $20.375.

150,000     options dated      October 1, 1998  at the exerciseprice of $26.75.

Inaddition, you will have until January 19, 2004 to exercise the following stockoptions:

     19,568         options dated   January 19, 1994   at theexercise price of $22.50.

- All    restricted share awards granted to you as of February 23, 2002 will be    deemed fully vested as of the Effective Date.     

- You    will remain as a Class III (term expires in 2003) member of the Board of    Trustees of the Company after the Effective Date.    

- The    Company agrees that, should you be sued in your capacity as a member of the    Company's Board of Trustees, you will be entitled to coverage under the    Board of Director's errors and omissions insurance to the extent    applicable and the Company agrees to indemnify you to the same extent as all    other members of the Board of Trustees.    

- In    consideration of the Company's agreement to provide you with the benefits    set forth in provisions 1) through 9) above, which you acknowledge to be    good and valid consideration, you voluntarily and knowingly agree as    follows:

(i)       You agree to cooperate with the Company in the transitioning of yourduties and responsibilities. 

(ii)      You further agree to cooperate with the Company subsequent to theEffective Date with respect to any ongoing projects that remain uncompleted atthe time of your departure.  Youfurther agree to cooperate with, assist, and provide testimony at the request ofthe Company or its attorneys in any currently pending or future litigationinvolving the Company.

(iii)      For all times hereafter, you agree to protect and preserve theconfidentiality of and safeguard the Company's proprietary and/or confidentialinformation and to not use, directly or indirectly, for your benefit of for thebenefit of another, or disclose to another, any of the Company's proprietaryand/or confidential information unless disclosures that are deemed confidentialto the Company are required by or pursuant to a court order or the demands of apublic agency.  Confidentialinformation will include, without limitation, information concerning theCompany's financial affairs, strategic plans and objectives, business plans,proprietary statistics, reports, pricing information, customer data andcontracts except to the extent that the information is available to the public.

(iv)      Prior to the Effective Date, you agree to deliver to the Company alldocuments embodying any of the Company's proprietary and/or confidentialinformation.

(v)      Prior to the Effective Date, you agree to deliver to the Company allproperty owned bythe Company and in your possession.

(vi)     You agree to abide by the non-solicitation provisions of Section 10 ofthe Amendmentto Employment Agreement you enteredinto with the Company on March 16, 2001.

            As further consideration for the Company'sobligations set forth herein, you voluntarily and knowingly, irrevocably andunconditionally, fully and completely and forever release the Company and itscurrent or former trustees, officers, shareholders, employees, agents andattorneys, and all successors, assigns and affiliates of the foregoing orpersons acting on behalf or through the foregoing (any and all of whom arehereinafter referred to as "Gables"), from any and all charges, complaints,claims, liabilities, obligations, promises, agreements, controversies, damages,actions, causes of action, suits, rights, demands, costs, losses, debts andexpenses (including attorney's fees and costs actually incurred), of anynature whatsoever, known or unknown (collectively, "Claims"), that you nowhave, own, or hold, or claim to have, own, or hold, or that you at any time had,owned, or held, or claimed to have had, owned, or held against Gables. This general release of Claims includes, without implication oflimitation, the complete release of all Claims of breach of express or impliedcontract; all Claims of wrongful termination of employment whether in contractor tort; all Claims of intentional, reckless, or negligent infliction ofemotional distress; all Claims of breach of any express or implied covenant ofemployment, including the covenant of good faith and fair dealing; all Claims ofinterference with contractual or advantageous relations, whether prospective orexisting; all Claims of deceit or misrepresentation; all Claims ofdiscrimination under state or federal law, including, without implication oflimitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e   *et seq*.,as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. &621  *et seq*., as amended; all Claims of defamation or damage toreputation; all Claims for reinstatement; all Claims punitive or emotionaldistress damages; all Claims for wages, bonuses, severance pay, vacation pay,back or front pay or other forms of compensation (other than payments andbenefits expressly promised in this agreement); all Claims for attorney's feesand costs; and all Claims arising from any and all acts or failures to act incontravention of the Constitution, statutes or regulations of the United Statesor the constitution or regulations of any state or local government including,but not limited to, state or federal securities laws, claims of fraud, breach offiduciary duty, deceptive trade practices and similar statutes in any state, orthe Federal Racketeer Influenced and Corrupt Organizations Act.  This general release of Claims shall not be construed toinclude a release of Claims that arise from the Company's obligations underthis agreement.

            Likewise, the Company agrees to release you fromany and all claims, actions, demands and causes of action of whatever kind orcharacter, whether now known or unknown, that it may have or claim to haveagainst you that are in any way connected with your employment with the Company.

            In addition, you covenant and agree to keep theterms, conditions, and circumstances of your resignation from the Company,including this letter, confidential and to not aid, abet, assist or renderassistance in any form to any person or entity pursuing, or that may in thefuture pursue, any claim against the Company or its trustees, officers,shareholders, employees, agents, attorneys or affiliates of any nature unlessrequired to do so by law.

            This letter is intended by you and the Company tobe a legally valid and binding agreement, to be construed in accordance with thelaws of the State of Georgia.  You and the Company agree that this letter is not to beconstrued as an admission of liability to you whatsoever.  You and we agree that any legal proceedings institutedhereunder shall be conducted and litigated in the State of Georgia and theparties hereto consent to the jurisdiction and venue in the courts of the Stateof Georgia.  Nothing herein shall inany way limit or abridge the Company's right to seek injunctive or similarequitable relief for the enforcement of its right hereunder.

             In the event of any dispute, this agreement will beconstrued as a whole, will be interpreted in accordance with its fair meaning,and will not be construed strictly for or against either you or the Company. In the event that any provision or portion of a provision of thisagreement shall be determined to be unenforceable, the remainder of thisagreement shall be enforced to the fullest extent possible as if such provisionor portion of a provision were not included. This agreement may be modified only by a written agreement signed by youand an authorized representative of the Company.

            This agreement sets forth the entire agreementbetween you and the Company and its trustees, officers, employees, agents,attorney and representatives relating to the separation of your employment fromthe Company and fully supersedes any and all prior agreements or understandingsbetween the parties hereto, including the January 1, 1999 Employment Agreementexecuted by you and the Company, pertaining to the subject matter hereof.

  

Verytruly yours,

 

GABLESRESIDENTIAL TRUST

 

 By:/s/ Chris D. Wheeler      Chris D.Wheeler      Chairmanand Chief Executive Officer

             The law requires that you be advised and you arehereby advised to consult with an attorney prior to executing this agreement andrelease.  If you accept the terms ofthis agreement and release, it must be signed by you and returned to Joni KayBastuba on or before twenty-one (21) days from your receipt of this agreementand release. After the execution of this agreement and release, you have aperiod of seven (7) days in which you may revoke this agreement and release. Notification of revocation should be in writing and returned to Joni KayBastuba.  The effective date of thisagreement and release is eight (8) days after you execute this agreement andrelease.

            I have read and understood the foregoing agreementand release, have been advised to and have had the opportunity to discuss itwith anyone I desire, including an attorney of my own choice, agree to itsterms, acknowledge receipt of a copy of same, and the sufficiency of paymentsrecited therein, and sign this agreement and release voluntarily.

 /s/C. Jordan Clark                                     Date:   /s/ February 28, 2002   

C.Jordan Clark