3:





 Exhibit 10.2


GABLES RESIDENTIAL TRUST

Senior Executive Severance Agreement



 

AGREEMENT made as of this [INSERT DAY] day of [INSERT MONTH],
2001 by and among Gables Residential Trust, a Maryland business trust with its
principal place of business in Atlanta, Georgia (the "Company"), and [INSERT
NAME] (the "Executive"), an individual presently employed as the [INSERT
TITLE] of the Company.

1. Purpose. The Company considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel. The Board of Trustees of the Company (the "Board") recognizes,
however, that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in Section 2 hereof) exists
and that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its shareholders. Therefore, the
Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company's
management, including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control. Nothing in this Agreement shall be construed
as creating an express or implied contract of employment and, except as
otherwise agreed in writing between the Executive and the Company, the Executive
shall not have any right to be retained in the employ of the Company.

2. Change in Control. For purposes of this Agreement, a "Change in
Control" shall mean the occurrence of any one of the following events:

(a) any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Act") (other than the Company,
any of its Subsidiaries (as defined below), or any trustee, fiduciary or other
person or entity holding securities under any employee benefit plan or trust of
the Company or any of its Subsidiaries), together with all "affiliates" and
"associates" (as such terms are defined in Rule 12b-2 under the Act) of such
person, shall become the "beneficial owner" (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the Company
representing 40% or more of either (i) the combined voting power of the
Company's then outstanding securities having the right to vote in an election of
the Board ("Voting Securities") or (ii) the then outstanding common shares of
beneficial interest, par value $.01 per share, of the Company ("Shares") (in
either such case other than as a result of an acquisition of securities directly
from the Company); or

(b) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Members") cease for any reason to constitute at least a majority of
the Board, provided, however, that any individual becoming a trustee of the
Company subsequent to the date hereof (excluding, for this purpose, (A) any such
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of members of the Board or
other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board, including by reason of agreement intended to
avoid or settle any such actual or threatened contest or solicitation, and (B)
any individual whose initial assumption of office is in connection with a merger
or consolidation, involving an unrelated entity), whose election or nomination
for election by the Company's shareholders was approved by a vote of at least a
majority of the persons then comprising Incumbent Members shall for purposes of
this Agreement be considered an Incumbent Member; or 

(c) the consummation of a consolidation or merger of the Company where the
shareholders of the Company, immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger, "beneficially own" (as
such term is defined in Rule 13d-3 under the Act), directly or indirectly,
shares representing in the aggregate 50% or more of the voting shares of the
corporation issuing cash or securities in the consolidation or merger (or of its
ultimate parent corporation, if any) (the "Resulting Corporation"); or

(d) the shareholders of the Company shall approve (A) any sale, lease,
exchange or other transfer to an unrelated party (in one transaction or a series
of transactions contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company or (B) any plan or proposal
for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred for purposes of the foregoing clause (a) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
Shares or other Voting Securities outstanding, increases (x) the proportionate
number of Shares beneficially owned by any person to 40% or more of the Shares
then outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person to 40% or more of the combined
voting power of all then outstanding Voting Securities; provided,
however, that if such person referred to in clause (x) or (y) of this
sentence shall thereafter become the beneficial owner of any additional Shares
or Voting Securities (other than pursuant to a stock split, stock dividend, or
similar transaction or as a result of an acquisition of securities directly from
the Company) and immediately thereafter beneficially owns 40% or more of the
combined voting power of all the outstanding Voting Securities or 40% or more of
the Shares then outstanding, then a "Change in Control" shall be deemed to have
occurred for purposes of the foregoing clause (a).

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred for purposes of the foregoing clause (c) if after the consummation
of a consolidation or merger of the Company where the shareholders of the
Company, immediately prior to the consolidation or merger, would, immediately
after the consolidation or merger, "beneficially own" (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, shares representing in the
aggregate less than 50% or more of the voting shares of the Resulting
Corporation, the Incumbent Members constitute at least 50% of the board of
directors or board of trustees of the Resulting Corporation and the Chairman and
Chief Executive Officer of the Company prior to the consolidation or merger
remains the Chief Executive Officer of the Resulting Company immediately after
the consolidation or merger.

As used in this definition of "Change in Control," the term "Subsidiary"
means Gables Realty Limited Partnership, Gables Residential Services, Inc.,
Gables Central Construction, Inc., and Gables East Construction, Inc., and any
corporation or other entity (other than the Company) in any unbroken chain of
corporations or other entities, beginning with the Company if each of the
corporations or entities (other than the last corporation or entity in the
unbroken chain) owns stock or other interests possessing 50% or more of the
economic interest or the total combined voting power of all classes of stock or
other interests in one of the other corporations or entities in the chain.

3. Terminating Event. A "Terminating Event" shall mean any of the
events provided in this Section 3 occurring within 24 months following a
Change in Control:

(a) termination by the Company of the employment of the Executive with the
Company and its Subsidiaries for any reason other than for Cause or the death of
the Executive. "Cause" shall mean, and shall be limited to, the occurrence of
any one or more of the following events: 

(i) a willful act of dishonesty by the Executive in connection with the
performance of his material duties involving the Company or any of its
Subsidiaries; or

(ii) conviction of the Executive of a crime involving moral turpitude or
conviction of a felony and such conviction has a material adverse affect on the
interests of the Company; or

(iii) the deliberate or willful failure by the Executive (other than by
reason of the Executive's physical or mental illness, incapacity or disability)
to substantially perform the Executive's duties with the Company and the
continuation of such failure for a period of 30 days after delivery by the
Company to the Executive of written notice specifying the scope and nature of
such failure and its intention to terminate the Executive for Cause. 

A Terminating Event shall not be deemed to have occurred pursuant to this
Section 3(a) solely as a result of the Executive being an employee of any
direct or indirect successor to the business or assets of the Company, rather
than continuing as an employee of the Company following a Change in Control. For
purposes of clauses (i) and (iii) of this Section 3(a), no act,
or failure to act, on the Executive's part shall be deemed "willful" unless
done, or omitted to be done, by the Executive without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company;
or

(b) termination by the Executive of the Executive's employment with the
Company and its Subsidiaries for Good Reason. "Good Reason" shall mean the
occurrence of any of the following events:

(i) a substantial adverse change in the nature or scope of the Executive's
responsibilities, authorities, powers, functions, or duties from the
responsibilities, authorities, powers, functions, or duties exercised by the
Executive immediately prior to the Change in Control; or

(ii) a reduction in the Executive's annual base salary as in effect on the
date hereof or as the same may be increased from time to time except for
across-the-board salary reductions similarly affecting all or substantially all
management employees; or

(iii) the relocation of the Company's offices at which the Executive is
principally employed immediately prior to the date of a Change in Control to a
location more than 30 miles from such offices, or the requirement by the Company
for the Executive to be based anywhere other than the Company's offices at such
location, except for required travel on the Company's business to an extent
substantially consistent with the Executive's business travel obligations
immediately prior to the Change in Control; or

(iv) the failure by the Company to pay to the Executive any portion of his
compensation or to pay to the Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company
within 15 days of the date such compensation is due without prior written
consent of the Executive; or

(v) the failure by the Company to obtain an effective agreement from any
successor to assume and agree to perform this Agreement.

4. Special Termination Payments. In the event a Terminating Event
occurs within 24 months after a Change in Control, subject to the signing by
Executive of a release of employment-related claims reasonably acceptable to the
Company (or its successor),

(a) the Company shall pay to the Executive an amount equal to three (3) times
the sum of Executive's (i) most recent annual base salary (or Executive's annual
base salary immediately prior to the Change in Control, if higher), (ii) the
cash bonus awarded for the fiscal year of the Company most recently ended prior
to the Change of Control, if any, and (iii) the value of the entire restricted
stock grant (determined using the fair market value on the date of grant, less
consideration paid, if any, of both the vested and unvested portion of the total
grant, without regard to any restrictions thereon) awarded for the fiscal year
of the Company most recently ended prior to the Change of Control, if any.

Said amount shall be paid in one lump sum payment no later than 31 days
following the date of termination; and

(b) the Company shall pay to the Executive all reasonable legal and mediation
fees and expenses incurred by the Executive in obtaining or enforcing any right
or benefit provided by this Agreement, except in cases involving frivolous or
bad faith litigation initiated by the Executive.

Notwithstanding the foregoing, the special termination benefits required by
Section 4(a) hereof shall be reduced by any amount paid or payable to the
Executive by the Company pursuant to the Employment Agreement dated [INSERT
DATE] between the Company and the Executive, as amended (or any similar
agreement to which the Executive becomes a party after the date hereof), on
account of the termination of employment of the Executive.

5. Term. This Agreement shall take effect on the date first set forth
above and shall terminate upon the earliest of (a) the termination by the
Company of the employment of the Executive for Cause; (b) the resignation or
voluntary termination of the Executive for any reason prior to a Change in
Control; (c) the resignation of the Executive after a Change in Control for any
reason other than the occurrence of any of the events enumerated in Section
3(b)(i)-(v) of this Agreement; or (d) 24 months plus one day following a Change
in Control.

6. Withholding. All payments made by the Company under this Agreement
shall be net of any tax or other amounts required to be withheld by the Company
under applicable law.

7. No Mitigation; Disputes; Etc.

(a) No Mitigation. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section 4
hereof. Further, the amount of any payment provided for in this Agreement shall
not be reduced by any compensation earned by the Executive as the result of
employment by another employer, by retirement benefits, or otherwise.

(b) Mediation of Disputes. The parties shall endeavor in good faith to
settle within 90 days any controversy or claim arising out of or relating to
this Agreement or the breach thereof through mediation with JAMS, Endispute or
similar organizations. If the controversy or claim is not resolved within 90
days, the parties shall be free to pursue other legal remedies in law or
equity.

8. Assignment; Prior Agreements. Neither the Company nor the Executive
may make any assignment of this Agreement or any interest herein, by operation
of law or otherwise, without the prior written consent of the other party, and
without such consent any attempted transfer shall be null and void and of no
effect. This Agreement shall inure to the benefit of and be binding upon the
Company and the Executive, their respective successors, executors,
administrators, heirs and permitted assigns. In the event of the Executive's
death after a Terminating Event but prior to the completion by the Company of
all payments due him under Section 4 of this Agreement, the Company shall
continue such payments to the Executive's beneficiary designated in writing to
the Company prior to his death (or to his estate, if the Executive fails to make
such designation).

9. Certain Provisions of Employment Agreement Superceded. In
consideration of the protections provided by this Agreement, Executive
acknowledges that the provisions in his Employment Agreement with the Company
dated [INSERT DATE] relating to severance payments in connection with a Change
of Control Event (as defined in the Employment Agreement) are hereby superceded
and shall not have any further force or effect.

10. Enforceability. If any portion or provision of this Agreement
shall to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

11. Waiver. No waiver of any provision hereof shall be effective
unless made in writing and signed by the waiving party. The failure of any party
to require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

12. Notices. Any notices, requests, demands, and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid, to the
Executive at the last address the Executive has filed in writing with the
Company, or to the Company at its main office, attention of the Board of
Trustees.

13. Effect on Other Plans. Nothing in this Agreement shall be
construed to limit the rights of the Executive under the Company's benefit
plans, programs or policies.

14. Amendment. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by a duly authorized
representative of the Company.

15. Governing Law. This is a Maryland contract and shall be construed
under and be governed in all respects by the laws of the State of Maryland.

16. Obligations of Successors. In addition to any obligations imposed
by law upon any successor to the Company, the Company will use their best
efforts to require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Company by its duly authorized officer and by the Executive, as of the
date first above written.

GABLES RESIDENTIAL TRUST



 

 









	
      By: 
	
      /s/ Chris D. Wheeler 

	
      Name: 
	
      Chris D. Wheeler 

	
      Title: 
	
      Chief Executive Officer


/s/ [INSERT
      NAME]

[INSERT NAME]