EX-10.47






Exhibit 10.47




SEVERANCE AGREEMENT AND GENERAL RELEASE



In consideration of the undersigned parties’ mutual promises and agreements described below,
Charles McGehee (“Employee”) and Colonial Properties Trust (“Colonial”) agree as follows:





	1.	 	Colonial agrees to:






	 	(a)	 	Pay Employee Five Hundred Ninety Thousand Two Hundred Forty
Dollars ($590,240.00), less applicable ordinary deductions upon separation if
Employee remains with Colonial through March 31, 2008 (or such earlier
termination date determined by Colonial);
	 
	 	(b)	 	Pay any accrued, unused vacation;
	 
	 	(c)	 	to vest all shares of restricted stock held by Employee as of
March 31, 2008;
	 
	 	(d)	 	to fully vest, in accordance with their originally stated vesting
schedule, all unvested options;
	 
	 	(e)	 	pay pro-rated performance bonus in the amount of One Hundred
Fifteen Thousand One Hundred Twenty Five Dollars ($115,125.00);
	 
	 	(f)	 	pay pro-rated stay bonus in the amount of Thirty One Thousand
Three Hundred Dollars ($31,300.00).






	2.	 	Employee agrees that the employment relationship that existed between Employee
and Colonial shall be deemed to have ceased as of March 31, 2008;






	 	(a)	 	to give or return to Colonial all Colonial property, including
without limitation keys, equipment, originals and all copies of documents and
stored or downloaded information, and to not retain such property in Employee’s
possession, custody or control;
	 
	 	(b)	 	to not disclose the terms of this agreement, the circumstances
surrounding its execution or the fact that Colonial will provide any payment
pursuant to this agreement, to any person or entity with the exception of
Employee’s legal counsel, tax advisor, financial planner, and spouse, unless
required by law; and to first obtain the agreement of his spouse, financial
planner, tax advisor and legal counsel to comply with the same non-disclosure
obligation described above before any such disclosure is made to them;
	 
	 	(c)	 	to make himself available, assist and cooperate fully and
truthfully, at Colonial’s request, with Colonial’s or its attorneys’
investigation of any matter or their participation in any proceedings, judicial
or otherwise, growing out of or involving Colonial during Employee’s employment
with Colonial; and
	 
	 	(d)	 	to refrain from making any negative or disparaging comments
regarding Colonial or its officers, agents or employees;
	 
	 	(e)	 	to permanently maintain confidentiality of any information
obtained during the course of his employment with Colonial including, but not
limited to, employee information, employee communication, proprietary
information, product information, consumer information, sales,




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	 	 	 	leasing and pricing information, attorney-client communications or any other
confidential or proprietary information relating to Colonial or its business;
and agrees that he will not disclose or use any such information without the
prior written consent of Colonial.






	3. 	(a) 	 	Employee does hereby release, acquit and discharge Colonial Properties
Trust, its subsidiaries or affiliated companies, and all of their directors, officers,
employees, servants, agents and attorneys, from any and all claims or causes of action
whatsoever of any kind or nature, whether known or unknown, including claims and causes
of actions arising out of or in any way related to Employee’s employment or the
termination of his employment with Colonial, or which were, might or could have been
asserted in any court or before any administrative agency under the Civil Rights Act of
1991, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the
Americans With Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical
Leave Act, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Employee
Retirement Income Security Act of 1974, the Equal Pay Act, the Fair Labor Standards
Act, the Vietnam Era Veteran’s Readjustment Assistance Act, the Uniform Service
Employment and Reemployment Rights Act of 1994, the Fair Credit Reporting Act, the
Sarbanes-Oxley Act, Alabama: [Alabama Code §§ 25-1-20 et seq. (the Alabama Age
Discrimination in Employment Act); Alabama Code § 25-1-10 (the Alabama Affirmative
Action Programs for Minorities law); Alabama Code § 13A-11-123 (anti-blacklisting
statute); Alabama Code § 12-16-8 (employer shall pay usual compensation to employee
during employee’s jury service); Alabama Code § 12-16-8.1 (employer not to discharge
employee for jury service); Alabama Code § 25-5-11.1 (prohibition of discharge of
employee for filing workers’ compensation claim or for safety complaints); Alabama Code
§§ 25-5-330 et seq. (drug-free workplace program); Alabama Code §§ 25-7-30 et seq.
(right to work laws), all as amended, or any other statute of the United States of
America or the state of Alabama, the laws of the state of Alabama (including without
limitation any law related to discrimination, harassment, terms and conditions of
employment, or termination of employment, or tort and contract claims) or the
Constitution of either the state of Alabama or the United States], to the fullest
extent that such a release is allowed by law.






	 	(b)	 	Employee acknowledges and agrees that he is aware of his rights
under the laws specifically and generally described above and that he waives
those rights to the full extent that waiver is allowed by law.
	 
	 	(c)	 	Employee also acknowledges and agrees that the payment described
above shall not be considered an admission of liability or guilt in any manner
whatsoever but is solely for purposes of providing severance pay to Employee and
for resolving doubtful and disputed claims or any legal claims that have not
been asserted and that would be doubtful and disputed if asserted, and that the
payment also represents payment in full satisfaction of all claims for costs,
expenses and attorneys’ fees arising under or related to the laws described
specifically and generally above.
	 
	 	(d)	 	Employee further agrees to not institute or voluntarily
participate as a class member in any civil action against Colonial that concerns
any matter encompassed by this release.






	4.	 	A failure on the part of either party to insist on strict performance of any
term of this agreement in one or more instances shall not be construed as a waiver or
relinquishment of that party’s right to insist on strict performance in the future.
	 
	5.	 	Employee agrees that his breach of this agreement will result in irreparable
harm and injury to Colonial




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	 	 	and would cause damage to Colonial in such a way that it would be impossible to
calculate actual damages. Any such breach will entitle Colonial to injunctive relief
restraining Employee from continued violations, to recover all compensation provided
by Colonial as consideration for this agreement except Twenty-Five Dollars ($25.00),
to additional remedies provided in the following paragraphs, and to any other
remedies available to Colonial.
	 
	6.	 	In the event that Colonial commences legal action to enforce the terms of this
severance agreement and general release and prevails to any extent in the action,
Employee shall be liable for and must pay the expenses, costs and reasonable attorneys’
fees Colonial incurs in the action.
	 
	7.	 	Should a court deem any provision of this agreement to be unenforceable in
whole or in part, it shall not affect the legality or enforceability of the remainder
of such provision or any other provision of this agreement, which shall survive and
remain enforceable.
	 
	8.	 	The following subparagraphs (a) — (d) apply solely to Employee’s waiver of
rights and claims under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et
seq. (“ADEA”), for which waiver Employee has by this agreement and release received
consideration to which Employee is not otherwise entitled:






	 	(a)	 	Employee does not waive rights or claims that may arise under the
ADEA after Employee executes this agreement and release;
	 
	 	(b)	 	Employee is advised to consult with an attorney before executing
this agreement and release;
	 
	 	(c)	 	Employee has twenty-one (21) days to consider the waiver of
rights and claims under the ADEA; and
	 
	 	(d)	 	Employee may revoke his waiver of rights and claims under the
ADEA during a period of seven (7) days following his execution of this agreement
and release, but if Employee exercises the right to revoke, he must return all
consideration except Twenty-five Dollars ($25.00) paid by Colonial for his
execution of this agreement and release. Such revocation shall be ineffective
unless it is communicated to Colonial within seven (7) days after the date of
Employee’s execution of this agreement and release.






	9.	 	If any provision of this agreement and release imposes a condition precedent, a
penalty or any limitation adversely affecting Employee’s right to challenge the
validity of the agreement and release, or any portion thereof, such provision does not
apply to any dispute about the validity of this agreement, or any portion thereof, as
it relates to the Age Discrimination in Employment Act or the Older Workers Benefit
Protection Act, all as amended.
	 
	10.	 	This severance agreement and general release constitutes the entire agreement
between the parties. Neither party shall be bound by any terms, conditions, statements
or representations, oral or written, not herein contained. Employee hereby
acknowledges and agrees that in executing this agreement he has not relied upon or been
induced, persuaded or motivated by any promise or representation made by Colonial
unless expressly set forth herein and that Colonial has not made any promise or
representation except those expressly set forth herein. All previous negotiations,
statements and any preliminary instruments prepared by the parties or their
representatives are merged in this agreement.
	 
	11.	 	This severance agreement and general release shall be governed by and
interpreted in accordance with the laws of the state of Alabama.




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	 	Colonial Properties Trust

 	 
	 	By:  	/s/ John Rigrish
 	 
	 	 	John Rigrish 	 
	 	 	Chief Administrative Officer 	 
	 


I HAVE READ THE FOREGOING SEVERANCE AGREEMENT AND GENERAL RELEASE, I FULLY UNDERSTAND ITS TERMS, I
HAVE CONSULTED MY ATTORNEY ABOUT IT OR BEEN GIVEN MORE THAN AMPLE TIME TO CONSULT WITH MY ATTORNEY
ABOUT IT, AND I HAVE SIGNED IT VOLUNTARILY THIS 31ST DAY OF
MARCH, 2008. IN ORDER
FOR THIS AGREEMENT TO BE VALID, IT MUST BE SIGNED AND RETURNED TO HUMAN RESOURCES NO LATER THAN
5:00 ON MONDAY, APRIL 21, 2008.



	 	 	 	 	 
	 	 	 
	 	     /s/ Charles McGehee
 	 
	 	Charles McGehee 	 
	 	 	 
	 




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