Exhibit 10.1

GABLES RESIDENTIAL TRUST

Senior Executive Severance Agreement



 

AGREEMENT made as of this 16th day of March, 2001 by and among Gables
Residential Trust, a Maryland business trust with its principal place of
business in Atlanta, Georgia (the "Company"), and Chris D. Wheeler (the
"Executive"), an individual presently employed as the President and Chief
Executive Officer 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 the death of the Executive. 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; or

(b)        termination by the Executive of
the Executive's employment with the Company and its Subsidiaries for any reason
other than the death of the Executive.

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 March 16,
1998 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 resignation or voluntary termination of
the Executive for any reason prior to a Change in Control; or (b) 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 March 16, 1998 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



 











  251:       	
      By: /s/ Chris D. Wheeler
Name: Chris D. Wheeler
Title:
      Chief Executive Officer 









	
      /s/ Chris D. Wheeler
Chris D.
Wheeler










	
      By: /s/ Mike Miles
Mike Miles
Trustee and Chairman of
      the
Compensation Committee