**Exhibit 10.23****SEPARATION AND GENERAL RELEASE AGREEMENT**     This Separation and General Release Agreement (the “**Agreement**”), is made as of April 2,2007and will be effective as of December 31, 2007, by and between **J. Lindsay Freeman (**“**Freeman**”**)**,an individual, **Archstone-Smith Operating Trust**, a Maryland real estate investment trust (the“**Operating Trust**”) and **Archstone-Smith Trust**, a Maryland real estate investment trust (the “**ASN**”)(Operating Trust and ASN are collectively referred to as the “**Company**”).     **WHEREAS,**Freeman is currently the Chief Operating Officer (the “**COO**”) of the Company, and     **WHEREAS**, the Company and the Executive desire to establish the terms and conditions ofFreeman’s resignation as COO, continued employment with the Company during 2008 and subsequentretirement from the Company Agreement on the terms and conditions contained herein,     **NOW, THEREFORE**, for and in consideration of the mutual promises and covenants herein containedand for good and valuable consideration, the sufficiency of which is hereby acknowledged, Freemanand the Company (the “**Parties**”) hereby agree as follows:     **1. Officer Resignation.**Freeman shall take all necessary and appropriate actions to resignhis position as COO of the Company and as an officer and/or director of all subsidiaries of theCompany effective December 31, 2007 (the “**Resignation Date**”). Following the resignation as ChiefOperating Officer, Freeman shall remain employed through December 31, 2008.     **2. Termination Date/Salary.**Freeman’s employment with the Company shall be continued throughDecember 31, 2008 (the “**Termination Date**”). During the term of Freeman’s employment, the Companyshall continue to pay to Freeman his base salary at the rate of $450,000, less applicablewithholdings and deductions for the period beginning with the Resignation Date and ending on theTermination Date. The salary payments shall be made in bi-weekly payments in accordance with theCompany’s usual payroll practices.     **3. Restricted Stock Units.**Provided that Freeman complies with the terms of this Agreement,executes a release containing terms substantially similar to those contained in Section 17 within30 days following his Termination Date (the “**Termination Release**”), and does not rescind or seek tohave overturned or declared invalid the Termination Release, and subject to the other terms,conditions and limitations of the Archstone-Smith Trust 2001 Long-Term Incentive Plan (the “**LTIP**”)and the applicable Restricted Share Unit Agreement, all unvested restricted share units awardedprior to Freeman’s Resignation Date shall continue to vest following the Resignation Date inaccordance with their terms without requiring Freeman’s continued employment by the Company. Theprovisions of this Section shall constitute an amendment of any Restricted Share Unit Agreementpursuant to which restricted share units would vest after December 31, 2008.     **4. Long-Term Incentive Plan.**As an additional severance payment, upon Freeman’s TerminationDate, and provided Freeman complies with the terms of this Agreement and execute and does not seekto invalidate the Termination Release, Freeman shall be entitled to an amount of cash equal to 2/3of the value of the performance units to which he would be entitled had he remained employedthrough the entire performance period described in the Performance Unit Agreement between Freemanand ASN dated as of May 2, 2007 (the “**Unit Agreement**”). Freeman acknowledges that thedetermination of the amount shall not be made until 2009 in accordance with the proceduresestablished for making LTIP awards to other executives of the Company, shall not be made until atleast 6 months following the Termination Date, and shall only be made in the event no award ismade under the Unit Agreement.
 

 
     **5. Benefits.**Following Freeman’s resignation as COO, Freeman shall remain eligible for allbenefits generally available to employees of the Company; provided, however, that Freeman shall notbe entitled to any bonus, LTIP award or restricted stock unit or other stock based award withrespect to services performed during 2008.     (a) Upon the Termination Date, Freeman shall be entitled to those benefits providedunder the terms, conditions and limitations of the Company’s retirement and welfare benefitplans or programs (excluding any severance program) subject to the provisions of theapplicable plan or program.     (b) Except as expressly provided in this Agreement, the Company will not provide toFreeman any other compensation, whether or not accrued, directly or indirectly, inconnection with Freeman’s termination of employment with the Company.     (c) The Company shall continue to indemnify and hold harmless Freeman for all actionstaken by Freeman during his employment in accordance with Freeman’s existing terms ofemployment.     **6. Change in Control Agreement.**The parties agree that the Change in Control Agreementbetween Freeman and the Company dated August 12, 2002 shall expire as of the Resignation Date.     **7. Representations.**     (a) Freeman represents and warrants that he has brought no charges, complaints, claims,actions or proceedings against the Company as of the date of this Agreement. Freemanfurther agrees that he will not commence any lawsuit or, to the fullest extent permitted bylaw, other proceedings against the Company with respect to any cause, matter, claim, act oromission occurring thereafter, provided, however, that this shall not limit Freeman fromenforcing his rights under this Agreement.     (b) Freeman represents and warrants that as of the Termination Date he will return tothe Company all property of the Company in whatever form retained, including any copiesthereof, in the possession of or under the control of Freeman, including, but withoutlimitation, all budget information and all notes, memoranda and meeting details regardingoperations of the Company, all of which shall be delivered to the Chief Operating Officer ofthe Company on or immediately after the Termination Date.     (c)Freeman will not disparage the Company or any of its shareholders, trustees, officers, employees or agents. The Company will not disparage Freeman.     **8. Non-Disclosure.**     (a) **Confidential Information Defined**. Freeman has created, has had contactwith, use of, and received confidential information and/or trade secrets of Company,including, but not limited to, data concerning existing or proposed advertising proposals orcampaigns, marketing and sales research, techniques, manuals, programs, systems, designs,computer programs, formulas, pricing, bidding methods, innovations, inventions, discoveries,improvements, research and development, specifications, data, know-how, formats, marketingplans, business plans and strategies, investment and disposition strategies, informationregarding the skills and compensation of other employees of Company, forecasts, financialinformation, budgets, projections, and customer and/or supplier identities,characteristics, preferences and agreements (collectively “**Confidential Information**”).Confidential Information may be contained
 

 
in materials including, but not limited to,customer lists, supplier lists and price lists, reports or computer programs, as well as be constituted by unwritten information, techniques, processes,practices or knowledge. Confidential Information includes all information disclosed byCompany to Freeman and information developed or learned by Freeman while a shareholder,officer and/or employee of Company. Confidential Information includes all information thathas or could have commercial value or other utility in the business in which Company hasbeen engaged or in which it is contemplated engaging. Confidential Information alsoincludes all information of which the unauthorized disclosure could be detrimental to theinterests of Company, whether or not such information is identified as ConfidentialInformation by Company.     (b) **Scope**. For the “**Restricted Period**” (as hereinafter defined) Freeman willnot, either directly or indirectly, for Freeman’s own benefit or for the benefit of anythird party, use, divulge, disclose, or communicate to any third party, any of theConfidential Information in any manner whatsoever, unless the Company otherwise consents tothe disclosure or use of any of the Confidential Information in writing prior to suchdisclosure or use. With respect to each particular item of Confidential Information, the“Restricted Period” shall mean: (a) the period ending on March 31, 2011, if the item ofConfidential Information at issue does not constitute a trade secret, or (b) indefinitely,if the item of Confidential Information at issue constitutes a trade secret, until such itemof Confidential Information at issue ceases to be a trade secret, but in no event earlierthan March 31, 2011 if the item continues to be Confidential Information. Notwithstandingthe foregoing, Confidential Information does not include information (i) in the publicdomain, (ii) received by Freeman outside of Freeman’s relationship with Company as ashareholder, director, officer and/or employee, from a party not under an obligation ofconfidentiality to Company, directly or indirectly, or (iii) that later becomes public,unless such information is made public by Freeman in breach of this Agreement or any otheragreement by which Freeman is bound or by any other party directly or indirectly under anobligation of confidentiality to Company.     **9. Covenant Not-To-Compete.**To protect the Company’s proprietary interest in the ConfidentialInformation and to protect the goodwill and value of the Business of Company (hereafter defined),Freeman shall not, except with the prior written consent of the Company, for the Non-Compete Term(as hereafter defined) anywhere in the United States of America, its respective territories,possessions and protectorates, engage, directly or indirectly, individually or in association or incombination with any other person or entity, as proprietor or owner, officer, director orshareholder (other than as a passive investor in and holder of less than five percent (5%) of thecommon stock of any publicly traded corporation), member or manager of any limited liabilitycompany, or as an employee, agent, independent contractor, consultant, advisor, joint venturer,trustee, licensee, principal, partner or otherwise, whether or not for monetary benefit, in (a) anybusiness that competes with the Company or any entity in which the Operating Trust or ASN has a 25%or greater direct or indirect ownership interest (the “**Company Related Entity**”) or (b) otherwiseincludes the business of the acquisition, disposition, operation, development, management orfinancing of multifamily apartment communities (the “**Business of Company**”). Freeman agrees thatthe Company has, is and intends to conduct the Business of Company throughout the United States ofAmerica. Consequently, Freeman and Company agree that it is not possible to limit the geographicscope of this non-competition covenant contained in this Section to particular cities, provinces orother geographic subdivisions of these specified jurisdictions. For purposes of this Agreement,the “**Non-Compete Term**” shall mean the period ending on March 31, 2011.     **10. Nonsolicitation of Employees.**To protect Company’s proprietary interest in theConfidential Information and in Company’s relationships with its employees and contractors, and toprotect the goodwill and value of the Business of Company, during the Employee Non-SolicitationTerm (as hereinafter defined), Freeman will not, except with the prior written consent of Company,individually or in association or combination with or through any other person or entity, directlyor indirectly, encourage, induce or entice any employee or independent contractor of Company toterminate or modify 
 

 
such person’s or entity’s employment, engagement or business relationship withCompany. For purposes of this Agreement, the “**Employee Non-Solicitation Term**” shall mean the period ending on March 31,2011.     **11. Covenant Not to Hire Employees.**To protect Company’s proprietary interest in theConfidential Information and in Company’s relationships with its employees and contractors, and toprotect the goodwill and value of the Business of Company, during the Non-Hire Term (as hereinafterdefined), Freeman will not, except with the prior written consent of Company, individually or inassociation or combination with or through any other person or entity, directly or indirectly, hireor attempt to hire, whether as an employee, consultant or otherwise, any person who at such time isan employee or contractor of Company to perform the same or substantially similar services as suchemployee or contractor performed or supplied for or on behalf of Company. For purposes of thisAgreement, the “**Non-Hire Term**” shall mean the period ending on March 31, 2011. During the Non-HireTerm, Freeman also agrees that he will not, except on behalf of Company, directly or indirectlyhire or attempt to hire, whether as an employee, consultant or otherwise, any person who at anytime in the six (6) month period prior to such time had been employed by Company.     **12. Nondisruption; Other Matters.**For twenty-four (24) consecutive months from theTermination Date, Freeman agrees that he will not directly or indirectly interfere with, disrupt orattempt to disrupt any past, present or prospective relationship, contractual or otherwise, betweenCompany, on the one hand, and any of its customers, suppliers or employees, on the other hand.     **13. Equitable Relief**. Freeman acknowledges and agrees that Company’s remedies at law forbreach of any of the provisions of this Agreement would be inadequate and, in recognition of thisfact, Freeman agrees that, in the event of such breach, in addition to any remedies at law it mayhave, without posting any bond, shall be entitled to obtain equitable relief in the form ofspecific performance, a temporary restraining order, a temporary or permanent injunction or anyother equitable remedy that may be available. Freeman further acknowledges that should Freemanviolate any of the provisions of this Agreement, it will be difficult to determine the amount ofdamages resulting to Company and that in addition to any other remedies they may have, Companyshall be entitled to temporary and permanent injunctive relief without the necessity of provingdamages.     **14. Acknowledgement.**Each of Freeman and Company acknowledges and agrees that the covenantsand agreements contained in this Agreement have been negotiated in good faith by the parties, arereasonable and are not more restrictive or broader than necessary to protect the interests of theparties thereto, and would not achieve their intended purpose if they were on different terms orfor periods of time shorter than the periods of time provided herein or applied in more restrictivegeographical areas than are provided herein.     **15. Separate Covenants.**The covenants contained in this Agreement shall be construed as aseries of separate covenants, one for each of the counties in each of the states of the UnitedStates of America, one for each geographic subdivision of each country in Europe in which theCompany has operations, and their respective territories, possessions and protectorates.     **16. Severability.**The parties agree that construction of this Agreement shall be in favor ofits reasonable nature, legality and enforceability, and that any construction causingunenforceability shall yield to a construction permitting enforceability. It is agreed that thenoncompetition, nonsolicitation, and nonhiring covenants and provisions of this Agreement areseverable, and that if any single covenant or provision or multiple covenants or provisions shouldbe found unenforceable, the entire Agreement and remaining covenants and provisions shall not failbut shall be construed as enforceable without any severed covenant or provision in accordance withthe tenor of this Agreement. The parties specifically agree that no covenant or provision of thisAgreement shall be invalidated because of overbreadth insofar as the parties acknowledge the scopeof the covenants and provisions contained herein to be reasonable
 

 
and necessary for the protectionof Company and not unduly restrictive upon Freeman. However, should a court or any other trier offact or law determine not to enforce any covenant or provision of this Agreement as written due to overbreadth, then the parties agree that said covenant orprovision shall be enforced to the extent reasonable, with the court or such trier to make anynecessary revisions to said covenant or provision to permit its enforceability and that any suchlimitation on the enforceability of any such covenant or provision shall not affect theenforceability of any other covenant or provision of this Agreement.     **17. Releases.**     (a) In consideration of this Agreement and the monies and other good and valuableconsideration provided by the Company pursuant to this Agreement, except for claims arisingout of the obligations of the parties under this Agreement, any claim for indemnificationthat Freeman has against the Company pursuant to any Company document or insurance policy(which shall remain in effect with respect to all actions arising in connection with hisemployment to the same extent as such claims existed prior to the termination of employment)or any claims as a shareholder of the Company, Freeman hereby irrevocably andunconditionally releases, waives and forever discharges the Company, its successors andassigns, and its past and present officers, trustees, and employees, including allemployees, directors and officers of any of the Company’s affiliates (collectively,“**Company Releasees**”), from any and all actions, causes of action, claims, counterclaims,demands, damages, rights, remedies and liabilities of whatever kind or character, in law orequity, suspected or unsuspected, past or present, that he has ever had, may now have, ormay later assert against the Company Releasees, including without limitation for statutoryinterest or attorneys’ fees, and arising at anytime from the beginning of time to theEffective Date of this Agreement (hereinafter collectively referred to as “**Freeman’sClaims**”), and including, without limitation, any claims arising out of, in connection with,or relating to Freeman’s recruitment, employment and termination of employment, and anyclaims arising out of or related to any federal, state and/or local labor or civil rightslaws including, without limitation, the federal Civil Right Acts of 1866, 1871, 1964 and1991, the Age Discrimination in Employment Act of 1967, as amended by, inter alia, the OlderWorkers’ Benefit Protection Act of 1990, the Consolidated Omnibus Reconciliation Act of1985, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993,the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as wellas any other applicable local and/or state employment, civil rights, human rights anddiscrimination laws, as each may have been amended from time to time. Except as limitedabove or by this Agreement, execution of this Agreement by Freeman operates as a completebar and defense against any and all of Freeman’s Claims against the Company Releasees.     (b) In consideration of this Agreement, except for claims arising out of theobligations of the parties under this Agreement, the Company hereby irrevocably andunconditionally releases, waives and forever discharges Freeman, his successors and assignsfrom any and all actions, causes of action, claims, counterclaims, demands, damages, rights,remedies and liabilities of whatever kind or character, in law or equity, suspected orunsuspected, past or present, that it has ever had, may now have, or may later assertagainst Freeman, including without limitation for statutory interest or attorneys’ fees, andarising at anytime from the beginning of time to the Effective Date of this Agreement(hereinafter collectively referred to as “**Company’s Claims**”), and including, withoutlimitation, any claims arising out of, in connection with, or relating to the EmploymentAgreement, and/or Freeman’s recruitment, employment and termination of employment, as eachmay have been amended from time to time. Execution of this Agreement by the Companyoperates as a complete bar and defense against any and all of Company’s Claims againstFreeman.
 

 
     **18. Miscellaneous Provisions.**     (a) This Agreement contains the entire agreement between and among the Parties andsupersedes any and all prior agreements, arrangements, negotiations, discussions orunderstandings between and among the parties relating to the subject matter hereof. Nooral understanding, statements, promises or inducements contrary to the terms of thisAgreement exist. This Agreement cannot be changed or terminated orally. Should anyprovisions of this Agreement be held invalid, illegal or unenforceable, it shall be deemedto be modified so that its purpose can lawfully be effectuated and the balance of thisAgreement shall remain in full force and effect.     (b) Freeman and the Company agree that, except as contemplated by this Agreement, anyprior agreements and understandings between them, if any, whether oral or written and ofwhatever nature, are hereby cancelled, terminated and superseded by this Agreement and shallbe of no further force or effect.     (c) This Agreement shall extend to, be binding upon, and inure to the benefit of theParties and their respective successors, executors, heirs and assigns.     (d) This Agreement shall be governed by and construed in accordance with the laws ofthe State of Colorado, the site of the Company’s principal place of business.     (e) This Agreement may be executed in any number of counterparts each of which when soexecuted shall be deemed to be an original and all of which when taken together shallconstitute one and the same agreement.     (f) In the event of any ambiguity, this Agreement or any of its provisions shall not beconstrued for or against either party on the basis of which party drafted the particularlanguage at issue.     **19. Effective Date/Revocation.**Freeman may revoke this Agreement in writing at any timeduring a period of seven (7) calendar days after the execution of this Agreement by both of theParties (the “**Revocation Period**”). This Agreement shall be effective and enforceable automaticallyon the date Freeman executes the Certificate of Non-Revocation of Separation Agreement and GeneralRelease, in the form attached as **Exhibit A**. The certificate should be executed and dated byFreeman at least one (1) day after expiration of the Revocation Period (the “**Effective Date**”).     **20. Notices.**Any notices or requests under this Agreement shall be in writing and addressedas follows:     If to Freeman:At his address as reflected on the records of the Company;     If to the Company:Archstone-Smith Trust