Exhibit 10.28


 


Confidential Separation Agreement


And


General Release


 


This Confidential Separation
Agreement and General Release (“Agreement”) is entered into on December 31,
2005 (the “Effective Date”), between GMH Communities Trust, a Maryland trust
(the “Company”), and Joseph M. Coyle. The purpose of this Agreement is to set
out the terms and conditions surrounding your termination of employment from
the Company stemming from your resignation.


 


1)                        This is to confirm that, as a result of your
resignation, your employment as an officer of the Company will cease effective
on the Effective Date. In that regard, you agree that, promptly upon the
request of the Company, you will resign your position as an officer of the
Company and of any Affiliate of the Company.


 


2)                        In consideration for your execution, and
non-rescission, of this Agreement and your full performance of all of your
obligations under this Agreement, the Company has agreed to provide you with
benefits in accordance with this Agreement. Except as otherwise specifically
set forth in this Agreement, you agree and acknowledge that no other amounts or
benefits are payable to you by the Company.


 


3)                        Except as specifically required under the
relevant Company benefit plans, or as specifically set forth in this Agreement,
the Company shall have no other financial obligations to you under any
compensation or benefit plan, program or policy and your participation in the
Company compensation and benefit plans, programs and policies shall cease as of
the Effective Date. The parties agree that as to your incentive award for the
2005 year of the Company, the provisions of Section 4 of the Employment
Agreement shall continue to apply notwithstanding your resignation, and your
resignation shall not be deemed to preclude payment of an incentive award for
the 2005 year of the Company.


 


However, notwithstanding
those provisions, by virtue of your execution of this Agreement, you are
agreeing that you are entitled to the following (and only the following) health
care benefits: (a) during the period through the Effective Date, you will
continue under the Company’s health plans applicable to active employees; and
(b) during the period January 1, 2006 through May 31, 2007 or the end of your
COBRA continuation period (the “Continuation Period”), you will be provided
coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) with COBRA premiums to be paid by the Company provided that the
aggregate 


 


1

















 


COBRA continuation period
shall run concurrently with the Continuation Period. The Company shall retain
the right to modify its health care plans consistent with COBRA, provided,
however, that the coverage made available to you shall be substantially equivalent
to your coverage as of the Effective Date.


 


4)                        In exchange for the consideration described
above and other good and valuable consideration, you agree to release and
forever discharge the Company, its direct and indirect parent companies, its
subsidiaries and affiliates and their respective former and present officers,
directors, trustees, administrators, shareholders, employees, agents,
attorneys, associate and employee benefit plans, and their respective
successors and assigns, from all claims, demands or causes of action arising
out of facts or occurrences prior to the date of this Agreement, whether known
or unknown to you. You agree that this release of claims is intended to be
broadly construed so as to resolve any pending and potential disputes between
you and the Company which you have up to the date of this Release, whether or
not such disputes are known or unknown to you, including, but not limited to,
claims based on express or implied contract; any action arising in tort,
including, but not limited to, libel, slander, defamation, intentional
infliction of emotional distress, or negligence; any or all claims for wrongful
discharge; and any and all claims based on the Age Discrimination in Employment
Act (42 U.S.C. § 621), Title VII of the Civil Rights Act of 1964 as amended (42
U.S.C. § 2001e), the Equal Pay Act of 1963 (29 U.S.C. § 206(d)), the Civil
Rights Acts of 1866 and 1871 (42 U.S.C. § 1981), the Worker Adjustment and
Retraining Notification Act (29 U.S.C. § 1651) the Employee Retirement Income
Security Act (29 U.S.C. § 1001), the Family and Medical Leave Act (29 U.S.C. §
2601), the Americans With Disabilities Act (42 U.S.C. § 12,101), the
Occupational Safety and Health Act (29 U.S.C. § 651), or any other federal,
state or local statute prohibiting discrimination on the basis of age, race,
creed, color, religion, national origin, sex, disability, marital status or any
other protected classification which you have, or at any time had, such claims
or damages.


 


5)                        In further consideration for benefits
described herein, you agree strictly to maintain the confidentiality of this
Agreement and not to disclose its existence or its terms, including, but not
limited to, the consideration provided in the Agreement, to anyone other than
your spouse, attorney and any tax advisors, or except as may be required by law
or judicial order, in which case you will timely provide the Company with
sufficient information for the Company to make a decision on whether you are
required to comply with the disclosure request, and will not voluntarily
disclose the terms of this Agreement, until the Company responds to you
concerning the request for disclosure. You also agree not to divulge any
confidential or trade secret information obtained in the course of your employment
with the Company. 


 


2

















 


In addition, you agree that
you are subject to, and will continue to be subject to all other agreements and
obligations applicable to you as a result of your employment with the Company
or any Affiliate, including, without limitation the agreements and obligations
required of you under Sections 10, 11, 12 and 15 of the Employment Agreement,
which Sections shall continue to be effective notwithstanding the effective
termination of the Employment Agreement by your resignation.


 


6)                        Each party to this Agreement agrees that it
will not disparage or otherwise describe in an unflattering or negative light
the other party, with your obligations in this regard extending to the business
of the Company or any Affiliate, or any of its directors, officers or
employees.


 


7)                        If you breach or challenge the enforceability
of this Agreement or of any other agreement with the Company or any Affiliate
to which you are a party, you acknowledge that the Company’s obligations to
provide benefits under this Agreement will cease immediately and that you will
reimburse the Company for any monetary consideration received by you associated
with the provision of such benefits under this Agreement, and agree to pay
reasonable attorneys’ fees and costs incurred by the Company in collection and
enforcement of this Agreement; provided that this paragraph shall have no
application to you with respect to a claim asserting that your separation was
due to unlawful age discrimination in violation of the Age Discrimination in
Employment Act. Notwithstanding the above, with respect to any alleged breach
of this Agreement on your part which breach is reasonably subject to cure, the
Company shall provide you with written notice of its assertion of a breach and
shall permit you fifteen (15) days in which to cure such alleged breach. In the
event that you resort to an arbitration proceeding to enforce your rights under
this Agreement, and in the event that you substantially prevail in such
proceeding, then the Company shall pay your reasonable attorneys’ fees and
costs incurred in such proceeding.


 


8)                        This Agreement shall not be construed as an
admission by the Company of any wrongdoing or any violation of federal, state
or local law, and the Company specifically disclaims any wrongdoing against it,
or liability to you or any other person.


 


9)                        Excluding only requests for equitable relief
by the Company, in the event that there is any claim or dispute arising out of
or relating to this Agreement or the breach hereof, and the parties hereto
shall not have resolved such claim or dispute within 60 days after written
notice from one party to the other setting forth the nature of such claim or
dispute, then such claim or dispute shall be settled exclusively by binding
arbitration in Montgomery County, Pennsylvania, in accordance with the
Employment Dispute 


 


3

















 


Resolution Rules of the
American Arbitration Association (“Rules”), by an arbitrator mutually agreed
upon by the parties hereto or, in the absence of such agreement, by an
arbitrator selected according to such Rules. Notwithstanding the foregoing, if
either the Company or the Executive shall request, such arbitration shall be
conducted by a panel of three (3) arbitrators, one selected by the Company, one
selected by the Executive and the third selected by agreement of the first two
arbitrators, or, in the absence of such agreement, in accordance with such
Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered
in any Court having jurisdiction thereof upon the application of either party.
The parties agree to use their reasonable best efforts to have such arbitration
completed as soon as is reasonably practicable. Notwithstanding anything herein
to the contrary, except as provided in paragraph 7) above, each party shall
bear its own costs and expenses incurred in connection with the arbitration.


 


10)                  You acknowledge and agree as follows:


 


a)                       The benefits provided to you under this
Agreement exceed the nature and scope of that to which you would otherwise have
been entitled to receive from the Company, and constitute adequate
consideration for your promises herein;


 


b)                      You acknowledge that, before signing this
Release, you were given a period of at least twenty-one (21) calendar days to
consider this Release from December 31, 2005;


 


c)                       You waive any right you might have to
additional time beyond this twenty-one (21) day period within which to consider
this Release;


 


d)                      You represent and warrant that as of the date
hereof that (a) you are a domiciliary of the Commonwealth of Pennsylvania with
your principal residence at 1 Cobblestone Court, Glen Mills, PA 19342; (b) you
will immediately notify the Company in the event of any change to this
information; and (c) in the absence of such notice, the Company is entitled to
rely upon this information for purposes of tax and related issues.


 


4

















 


e)                       You have read and understand this Agreement
in its entirety, including the waiver of rights under the Age Discrimination in
Employment Act;


 


f)                         You have been advised by the Company to
consult with any attorney before signing this Agreement and this paragraph
constitutes such advice in writing;


 


g)                      For a period of seven (7) days following your
execution of this Agreement, you may revoke this Agreement by notifying Joseph
M. Macchione, Executive Vice President and General Counsel of the Company, and
it shall not become effective or enforceable until the 7-day revocation period
has expired; and


 


h)                      You enter into this Agreement knowingly and
voluntarily, without duress or reservation of any kind, and after having given
the matter full and careful consideration.


 


11)                  Nothing in this Agreement shall be construed
to prohibit you from exercising any nonwaivable right to file any charge or
complaint with EEOC or participating in any investigation or proceeding
conducted by the EEOC, nor shall any provision of this Agreement adversely
affect your right to engage in such protected conduct. Notwithstanding the
foregoing, the parties intend that the Company shall have the right, to the
full extent permitted by law, to enforce this Agreement and to pursue any and
all legal or equitable remedies against you in the event you violate this
Agreement.


 


12)                  This Agreement contains the entire Agreement
between you and the Company concerning your separation from employment.


 


13)                  It is not necessary for this Agreement to be
signed by the Company for it to become binding on both you and the Company.


 


14)                  In the event any portion of this Agreement is
deemed to be invalid or unenforceable, that portion will be deemed to be
omitted and the remainder of this Agreement will remain in full force and
effect.


 


5

















 


15)                  This Agreement shall be construed and
enforced under the laws of the Commonwealth of Pennsylvania to the extent that
federal law does not apply.


 


 


Dated:  December 31, 2005


 


 


	
  /s/ Joseph M. Coyle

  	
   

  
	
  Joseph M. Coyle

  



 


GMH
COMMUNITIES TRUST


 


 


	
  By:

  	
  /s/ Joseph M. Macchione

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  EVP and General Counsel

  



 


6