AMERICAN CAMPUS COMMUNITIES INC (Form: 8-K, Received: 05/03/2005 06:02:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 28, 2005

AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)

            Maryland                     001-32265              760753089
(State or other jurisdiction of  (Commission file number)    (I.R.S. Employer
 incorporation or organization)                           Identification Number)

805 Las Cimas Parkway Suite 400
Austin, TX 78746
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (512) 732-1000

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On April 28, 2005, American Campus Communities, Inc. (the "Company") entered into employment agreements, effective as of May 1, 2005, with James C. Hopke, Jr. and Greg A. Dowell. The employment agreements provide for Mr. Hopke to serve as the Company's Executive Vice President and Chief Investment Officer and for Mr. Dowell to serve as the Company's Executive Vice President and Chief of Operations. These employment agreements require Messrs. Hopke and Dowell, as applicable, to devote substantially full-time attention and business time to the Company's affairs. The term of each agreement will end upon an executive's termination of employment as discussed below.

The employment agreements provide for:

o an annual base salary of $175,000 for each of Messrs. Hopke and Dowell, subject in each case to increase in accordance with the Company's normal executive compensation practices;

o eligibility for annual cash performance bonuses determined by the Compensation Committee of the Board of Directors of the Company on the same basis as other executives of the Company (with appropriate adjustments due to title and salary); and

o participation in other employee benefit plans applicable generally to the Company's senior executives.

The employment agreements provide that, if an executive's employment is terminated by the Company without "cause" or by the executive for "good reason" (each as defined in the applicable employment agreement), the executive will be generally entitled to the following severance payments and benefits, subject to his execution and non-revocation of a general release of claims:

o a cash payment equal to 100% times the sum of his then-current annual base salary plus the average annual bonus paid or payable in respect of the last prior three years, payable over the remaining term of his noncompetition agreement;

o his prorated annual bonus for the year in which the termination occurs; and

o health benefits for the remaining term of his noncompetition agreement following the executive's termination of employment at the same cost to the executive as in effect immediately preceding such termination, subject to reduction to the extent that the executive receives comparable benefits from a subsequent employer.

In addition, under the employment agreement with Mr. Hopke, subject to the terms and conditions of the Company's 2004 Outperformance Bonus Program, Mr. Hopke will be eligible to receive an outperformance award thereunder of 20,000 shares of the Company's common stock.

Also on April 28, 2005, the Company entered into a First Amendment to Employment Agreement with Brian B. Nickel pursuant to which, among other things, Mr. Nickel resigned as Chief Investment Officer of the Company on May 1, 2005 and agreed to serve as Executive Vice President and Secretary of the Company from May 1, 2005 until May 16, 2005 and as Executive Vice President, Chief Financial Officer and Secretary of the Company effective as of May 16, 2005.

The employment agreements with Messrs. Hopke and Dowell are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The foregoing summary description of the employment agreements is qualified in its entirety by reference to the employment agreements.

Concurrently with the execution of the employment agreements, the Company entered into confidentiality and noncompetition agreements with each of Messrs. Hopke and Dowell under which they have agreed not to (i) conduct, directly or indirectly, any business involving the development, acquisition or management of facilities whose primary function and purpose is student housing and/or the provision of third party student housing services to providers of student housing, whether such business is conducted by them individually or as principal, partner, officer, director, consultant, employee, stockholder or manager of any person, partnership, corporation, limited liability company or any other entity; or (ii) own interests in student housing properties that are competitive, directly or indirectly, with any business carried on by the Company or its successors, subsidiaries and affiliates. Messrs. Hopke and Dowell will be bound by his respective noncompetition covenant for so long as he is an employee of the Company and for a two-year "tail" period thereafter, unless his employment is terminated by the Company without "cause" or by him with "good reason" (in each case, as defined in his employment agreement) or by him for any reason at any time prior to the first anniversary of a change in control of the Company, in which case his covenant not to compete will lapse upon the first anniversary of his termination.

The form of confidentiality and noncompetition agreement is attached hereto as Exhibit 99.3 and is incorporated hereby by reference. The foregoing summary description of the confidentiality and noncompetition agreement is qualified in its entirety by reference to the confidentiality and noncompetition agreement.

On April 28, 2005, the Company entered into a separation agreement with Mark J. Hager in connection with his resignation as Executive Vice President, Chief Financial and Accounting Officer and Treasurer of the Company effective as of May 16, 2005. The agreement provides, among other things, that Mr. Hager will receive a payment of $350,000, to be paid in 12 equal monthly installments beginning in July 2005 or, at his option, as a discounted lump sum payment.

The separation agreement is attached hereto as Exhibit 99.4 and is incorporated hereby by reference. The foregoing summary description of the separation agreement is qualified in its entirety by reference to the separation agreement.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer

James C. Hopke has been appointed as the Company's Executive Vice President and Chief Investment Officer effective as of May 1, 2005. From November 2002 to April 2005, Mr. Hopke served as Vice President, Asset Management and Advisory Services of Wachovia Securities. From February 2000 to November 2002, he served as Senior Vice President, Acquisitions of the Company's predecessor entity. Mr. Hopke is 43 years old.

Greg A. Dowell has been appointed as the Company's Executive Vice President and Chief of Operations effective as of May 1, 2005. Mr. Dowell served as the Senior Vice President and Chief of Operations of the Company from August 2004 until April 2005. Mr. Dowell joined the Company's predecessor in October 2001 as Senior Vice President - Management Services. Prior to such time, Mr. Dowell was employed by Century Development from 1991 to 2001. Mr. Dowell is 41 years old.

Pursuant to the separation agreement discussed in Item 1.01 above, Mark J. Hager will resign as the Company's Executive Vice President, Chief Financial and Accounting Officer and Treasurer effective as of May 16, 2005.

Brian B. Nickel has been appointed as the Company's Executive Vice President, Chief Financial Officer and Secretary effective as of May 16, 2005. Mr. Nickel served as Executive Vice President, Chief Investment Officer and Secretary of the Company and its predecessor entities from October 2003 to May 1, 2005, and will serve as Executive Vice President and Secretary from May 1, 2005 until May 16, 2005. Mr. Nickel joined the Company's predecessor in June 1996 as Director of Business Development and has served in various capacities during his tenure. Mr. Nickel is 32 years old.

The Company has entered into an employment agreement with Mr. Nickel effective as of August 11, 2004, as amended by First Amendment to Employment Agreement dated as of April 28, 2005, which provides for Mr. Nickel to serve as a member of the Board of Directors of the Company and the Company's Executive Vice President, Chief Financial Officer and Secretary. This employment agreement requires Mr. Nickel to devote substantially full-time attention and business time to the Company's affairs. The term of the employment agreement will end upon Mr. Nickel's termination of employment as discussed below.

The employment agreement provides for:

o an annual base salary of $250,000, subject to increase in accordance with the Company's normal executive compensation practices;

o participation in other employee benefit plans applicable generally to the Company's senior executives.

Under the terms of his employment agreement, upon the consummation of the Company's initial public offering, the Company issued Mr. Nickel 29,040 profits interest units (representing a 0.24% limited partnership interest in the Company's operating partnership and worth $508,200 valued at the initial public offering price of the Company's common stock), which are not subject to any vesting period or requirement.

The employment agreement provides that, if Mr. Nickel's employment is terminated by the Company without "cause" or by Mr. Nickel for "good reason" (each as defined in the employment agreement), Mr. Nickel will be entitled to the following severance payments and benefits, subject to his execution and non-revocation of a general release of claims:

o a cash payment equal to 200% times the sum of his then-current annual base salary plus the average annual bonus paid or payable in respect of the last prior three years, payable over the remaining term of his noncompetition agreement;

o his prorated annual bonus for the year in which the termination occurs; and

o health benefits for the remaining term of his noncompetition agreement following his termination of employment at the same cost to Mr. Nickel as in effect immediately preceding such termination, subject to reduction to the extent that his receives comparable benefits from a subsequent employer.

Jonathan Graf has been appointed as the Company's Senior Vice President, Chief Accounting Officer and Treasurer effective as of May 16, 2005. Mr. Graf served as Vice President and Controller of the Company from October 2004 to May 2005. From September 1994 to September 2004, he served in various capacities at Southern Union Company. Mr. Graf is 39 years old.

The information contained in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

The Exhibits to this Report are listed on the Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 2, 2005             AMERICAN CAMPUS COMMUNITIES, INC.



                              By:      /s/ William C. Bayless, Jr.
                                       ----------------------------------------
                                       William C. Bayless, Jr.
                                       President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number       Title
--------     -----

99.1         Employment Agreement, dated as of April 28, 2005, between James C.
             Hopke and American Campus Communities, Inc.

99.2         Employment Agreement, dated as of April 28, 2005, between Greg A.
             Dowell and American Campus Communities, Inc.

99.3         Form of Confidentiality and Noncompetition Agreement. Incorporated
             by reference to Exhibit 10.9 to American Campus Communities, Inc.'s
             Registration Statement on Form S-11 (Registration No. 333-114813).

99.4         Separation Agreement, dated as of April 28, 2005, between Mark J.
             Hager and American Campus Communities, Inc.

99.5         Employment Agreement, dated as of August 11, 2004, between Brian B.
             Nickel and American Campus Communities, Inc. Incorporated by
             reference to Exhibit 10.7 to American Campus Communities, Inc.'s
             Registration Statement on Form S-11 (Registration No. 333-114813).

99.6         Amendment No. 1 to Employment Agreement, dated as of April 28,
             2005, between William C. Bayless, Jr. and American Campus
             Communities, Inc.

99.7         Amendment No. 1 to Employment Agreement, dated as of April 28,
             2005, between Brian B. Nickel and American Campus Communities, Inc.

99.8         Press Release, dated April 28, 2005.

EXHIBIT 99.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 28th day of April, 2005, by and between American Campus Communities, Inc. (the "Company") and James C. Hopke, Jr. ("Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Executive agree as follows:

Section 1. Definitions.

(a) "Accrued Obligations" shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive's employment,
(ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of termination of Executive's employment, (iii) any earned but unpaid holiday, vacation or paid time off; and (iv) any expenses incurred in accordance with Section 7, below, that remain unpaid or unreimbursed as of the date of termination of Executive's employment. The Accrued Obligations shall be paid within five (5) business days of the termination of Executive's employment under this Agreement, except amounts payable with respect to unpaid Annual Bonus, which shall be paid on the earlier of (i) the first (1st) anniversary of the date upon which Executive's Annual Bonus was paid in respect of the prior year, or (ii) at such time Annual Bonus amounts are paid to other senior executives.

(b) "Aggregate Payment" shall have the meaning set forth in
Section 9 below.

(d) "Annual Bonus" shall have the meaning set forth in Section 4(b) below.

(e) "Auditor" shall mean a nationally recognized United States public accounting firm, jointly selected by the Company and Executive, which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its subsidiaries. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the. accounting firm to serve as the Auditor.

(f) "Base Salary" shall mean the salary provided for in
Section 4(a) below or any increased salary granted to Executive pursuant to
Section 4(a).

(g) "Board" shall mean the Board of Directors of the Company.

(h) "Cause" shall mean (i) Executive's act of gross negligence or gross misconduct that has the effect of injuring the business of the Company and its affiliates, taken as a whole, in any material respect; (ii) Executive's conviction of, or plea of guilty or nolo contendere to, the commission of a felony by Executive; (iii) the commission by Executive of an act of fraud or embezzlement against the Company or its affiliates; or (iv) Executive's willful breach of any material provision of this Agreement or the Noncompete Agreement.

(i) "Change in Control" shall mean:

(i) The acquisition by any individual, entity or group (other than the Company or any employee benefit plan of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities representing more than 50% of the voting securities of the Company entitled to vote generally in the election of directors , determined on a fully-diluted basis ("Company Voting Securities"); provided, however, that such acquisition shall not constitute a Change in Control hereunder if a majority of the holders of the Company Voting Securities immediately prior to such acquisition retain directly or through ownership of one or more holding companies, immediately following such acquisition, a majority of the voting securities entitled to vote generally in the election of directors of the successor entity;

(ii) The date upon which individuals who as of the date hereof constitute a majority of the Board (the "Incumbent Board") cease to constitute at least a majority of the Board, provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries).

(j) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(k) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(l) "Disability" shall mean any physical or mental disability or infirmity that prevents the performance of Executive's duties for a period of
(i) six (6) consecutive months or (ii) an aggregate of twelve (12) months in any twenty-four consecutive month period. Any question as to the existence, extent or potentiality of Executive's Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

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(m) "Effective Date" shall mean May 1, 2005.

(n) "Excise Tax" shall mean any tax imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed.

(o) "Good Reason" shall mean, without Executive's consent, (i) any material diminution or change in the nature or scope of Executive's functions, duties, position, responsibilities, or reporting relationships that are inconsistent with Executive's titles (as specified in Section 3(a) hereof) or this Agreement; (ii) the relocation of Executive's principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company; or (iv) a breach by the Company of any material provision of this Agreement.

(p) "Noncompete Agreement" shall mean the Confidentiality and Noncompetition Agreement attached hereto as Exhibit A.

(q) "Outperformance Bonus Program" shall mean the Company's 2004 Outperformance Bonus Program.

(r) "Restricted Period" shall have the meaning set forth in the Noncompete Agreement.

(s) "Severance Term" shall have the period specified in
Section 8(d)(ii) below.

(t) "Term of Employment" shall mean the period specified in
Section 2 below.

Section 2. Acceptance and Term of Employment.

The Company agrees to employ Executive and Executive agrees to serve the Company on the terms and conditions set forth herein. The Term of Employment hereunder shall commence on the Effective Date and shall continue until terminated as provided in Section 8 hereof.

Section 3. Position, Duties and Responsibilities; Place of Performance.

(a) During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Investment Officer of the Company (together with such other position or positions consistent with Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title and shall report to the

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Company's Chief Executive Officer. Executive also agrees to serve as an officer and/or director of any subsidiary of the Company without additional compensation. If at any time during the Term of Employment, Executive is not a Member of the Board of Directors, the parties acknowledge and agree that Executive shall have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the discussion of any agenda item which personally concerns or otherwise relates to Executive.

(b) Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company's best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Company (which shall not be unreasonably withheld), as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and
(iii) managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

(c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Section 4. Compensation. During the Term of Employment, Executive shall be entitled to the following compensation:

(a) Base Salary. Executive shall be paid an initial Base Salary (the "Base Salary"), at the annual rate of no less than $175,000, subject to applicable and authorized deductions and withholdings and payable in accordance with the regular payroll practices of the Company. Such Base Salary may be increased by the Board in its discretion, but in no event may be decreased.

(b) Annual Bonus. Executive shall be eligible for an annual cash bonus award determined by the Compensation Committee of the Board in respect of each fiscal year during the Term of Employment (the "Annual Bonus"); provided, however, that in the event the Company adopts an annual bonus plan for its senior executives, Executive shall participate in such plan on the same basis as other senior executives of the Company (with appropriate adjustment due to differences in title and salary). Executive shall receive the Annual Bonus in respect of any year at the same time as bonuses are paid to other executive officers of the Company, but in no event later than ninety (90) days after the end of the fiscal year for which the bonus is payable. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall pay Employee an Annual Bonus of at least $60,000 in cash in respect of the 2005 fiscal year.

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(c) Outperformance Award. Subject to the terms and conditions of the Company's 2004 Outperformance Bonus Program, Executive shall be eligible to receive an outperformance award thereunder of 20,000 shares of the Company's common stock.

(d) Legal Fees. The Company shall reimburse Executive for reasonable and necessary attorneys' fees incurred by Executive in the review and analysis of this Agreement, prior to Executive's execution of this Agreement.

(e) Relocation Expenses. The Company shall reimburse Executive upon presentation of appropriate documentation for the following reasonable out-of-pocket expenses related to relocating from the Charlotte, North Carolina area to the Austin, Texas area:

(i) a commission payable to a real estate broker relating to the sale of Executive's home of no more than 6% of the sales price of such home;

(ii) the costs for moving Executives' household goods and cars to the Austin, Texas area;

(iii) a reasonable number of round trip visits between the Austin and Charlotte areas prior to Executive's family's relocation to Austin;

(iv) an amount equal to the difference, if positive, between
(x) the average of two current appraisals of the value of such home by appraisers approved by the Company (such appraisals to be at the expense of the Company) less (y) the gross sales price paid to Executive in connection with the sale of his home in the Charlotte area;

(v) commencing on the earlier of the date of (1) the closing of the purchase by Executive of a home in the Austin area or (2) the execution by Executive of a lease for a corporate apartment or other rental housing in the Austin area, the Company will reimburse Executive each month an amount equal to the greater of (x) the monthly mortgage payment of principal and interest, together with monthly accruals for taxes and insurance, on Executive's Charlotte home, (y) the monthly rent for the corporate apartment or rental housing, or (z) the monthly mortgage payment of principal and interest (together with monthly accruals for taxes and insurance) on Executive's Austin area home; which reimbursement obligation shall terminate on the later of the date of (A) the closing of the sale by Executive of his home in the Charlotte area or (B) the termination or expiration of the lease on the Austin corporate apartment or other rental housing (unless replaced with another such lease), provided that in any event such obligation shall terminate nine months after the commencement thereof;

(vi) tax "gross up" payments in cash to reimburse Executive for federal and state income tax liabilities triggered by his receipt of the foregoing reimbursements (and the gross up payment).

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Section 5. Employee Benefits.

During the Term of Employment, Executive shall be entitled to participate in health, insurance, retirement and other benefits provided to other senior executives of the Company. Executive shall also be entitled to at least the same number of holidays, vacation (but in any event not less than four
(4) weeks paid vacation), sick days and other benefits as are generally allowed to senior executives of the Company in accordance with the Company policy in effect from time to time, or as otherwise granted by the Compensation Committee of the Board.

Section 6. Key-Man Insurance.

At any time during the Term of Employment, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy, but agrees to cooperate with the Company in taking out such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

Section 7. Reimbursement of Business Expenses.

Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and the Company shall promptly reimburse him for all business expenses incurred in connection with carrying out the business of the Company, subject to documentation in accordance with the Company's policy, as in effect from time to time.

Section 8. Termination of Employment.

(a) General. The Term of Employment shall terminate upon the earliest to occur of (i) Executive's death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination by Executive with or without Good Reason. Upon any termination of Executive's employment for any reason, except as may otherwise be requested by the Company, Executive shall be deemed to have resigned from any and all directorships, committee memberships or any other positions Executive holds with the Company or any of its affiliates.

(b) Termination Due to Death or Disability. Executive's employment shall terminate automatically upon his death. The Company may terminate Executive's employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive's receipt of written notice of such termination. In the event Executive's employment is terminated due to his death or Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to the Accrued Obligations.

(i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. The Board shall give Executive not less than ten (10) business days written notice of the Board's intention to terminate Executive for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Executive shall have ten (10) business days after the date that such written notice has been received by Executive in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, the termination shall be effective on the date immediately following the expiration of the ten (10) business day notice period.

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(ii) In the event the Company terminates Executive's employment for Cause, he shall be entitled to the Accrued Obligations.

(d) Termination By The Company Without Cause. The Company may terminate Executive's employment at any time without Cause, effective upon Executive's receipt of written notice of such termination. In the event Executive's employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:

(i) The Accrued Obligations;

(ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive's termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (y) to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the Annual Bonus paid or payable to Executive with respect to the 2005 fiscal year or (B) 50% of Executive's Base Salary as of the date of termination, such amount shall be payable in equal monthly installments during the Restricted Period;

(iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive's termination of employment occurs, or (y) Executive's target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in equal monthly installments during the Restricted Period; and

(iv) An amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company's health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, payable on a monthly basis for the period ending on the expiration of the Restricted Period; provided, that if prior to the expiration of the Restricted Period Executive is eligible to receive health insurance benefits from a subsequent employer, payments under this subsection
(iv) shall cease as of the date Executive becomes eligible.

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(e) Termination By Executive With Good Reason. Executive may terminate his employment with Good Reason by providing the Company thirty (30) days' written notice setting forth in reasonable specificity the event that constitutes Good Reason, within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive's termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause.

(f) Termination By Executive Without Good Reason. Executive may terminate his employment without Good Reason by providing the Company thirty
(30) days' written notice of such termination. In the event of a termination of employment by Executive under this Section 8(f), Executive shall be entitled to the Accrued Obligations. In the event of termination of Executive's employment under this subsection (f), the Company may, in its sole and absolute discretion, at any time after notice of termination has been given by Executive, terminate Executive's employment (which in no event shall be treated as a termination without Cause or an event of Good Reason), provided that the Company shall continue to pay to Executive his then current Base Salary and continue benefits provided pursuant to Section 5 for the duration of the unexpired notice period.

(g) Mitigation; Offset. In the event of any termination of employment under this Section 8, Executive shall be under no obligation to mitigate amounts payable hereunder by seeking other employment or otherwise, and there shall be no offset against any payments or amounts due to Executive under the terms of this Agreement on account of any subsequent employment by Executive or otherwise.

(h) Release. Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any amount or provision of any benefit pursuant to subsections (d) or (e) of this Section 8, Executive shall have executed a complete release of the Company and its affiliates and related parties in such form as is reasonably required by the Company, and any waiting periods contained in such release shall have expired.

Section 9. Additional Payment.

(a) In the event that payments or benefits made or provided to Executive under this Agreement and under any other plan, program or agreement of the Company, or any of their respective affiliates (the "Aggregate Payment") are or become subject to the Excise Tax, the Company shall pay to Executive an additional amount (the "Additional Payment") such that the net amount retained by Executive with respect to the Aggregate Payment, after deduction of any Excise Tax on the Aggregate Payment and any Federal, state and local income tax and Excise Tax on the Additional Payment (and any interest and penalties thereon), but before deduction for any Federal, state or local income or employment tax withholding on such Aggregate Payment, shall be equal to the amount of the Aggregate Payment.

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(b) The determination of whether the Aggregate Payment will be subject to the Excise Tax and, if so, the amount to be paid to Executive and the time of payment pursuant to this Section 9 shall be made by the Auditor. All fees and expenses of the Auditor shall be borne solely by the Company.

(i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Additional Payment is to be made, and

(ii) Any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Additional Payment is to be made, net of the maximum reduction in Federal incomes taxes which could be obtained from the deduction of such state or local taxes if paid in such year.

(d) In the event that the Excise Tax is subsequently determined by the Auditor or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Additional Payment made, Executive shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Additional Payment that would not have been paid if such Excise Tax had been applied in initially calculating such Additional Payment.

(e) In the event that the Excise Tax is subsequently determined by the Auditor or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Additional Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Additional Payment), the Company shall make an additional payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Section 10. Noncompete Agreement.

As a condition to his employment pursuant to this Agreement, Executive shall execute the Noncompete Agreement. Executive hereby represents and warrants to the Company that he will comply with all obligations under the Noncompete Agreement and further agrees that the Noncompete Agreement will survive any termination of this Agreement or Executive's employment, or subsequent service relationship with the Company; if any. Executive agrees that any breach of his obligations under the Noncompete Agreement shall likewise and to the same extent be viewed as a breach hereunder.

Section 11. Representations and Warranties of Executive.

Executive represents that:

(a) Executive is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which he may be bound;

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(b) he has not, and in connection with his employment with the Company will not, violate any non-solicitation or other similar covenant or agreement by which he is or may be bound;

(c) in connection with his employment with the Company he will not use any confidential or proprietary information he may have obtained in connection with employment with any prior employer; and

(d) during the Term of Employment, Executive will not in any way attempt to limit the financial risk with respect to unvested options to purchase shares of the Company or any other stock-based awards granted under the Company's 2004 Incentive Award Plan or otherwise, by means of any hedging (including without limitation, selling short) or other techniques.

Section 12. Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

Section 13. Successors and Assigns; No Third-Party Beneficiaries.

(a) The Company. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company's business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee 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 it if no such purchase, succession or assignment had taken place.

(b) Executive. Executive's rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee or other designee or, if there be no such designee, to Executive's estate.

Section 14. Waiver and Amendments.

Any waiver, alteration, amendment or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company's behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

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Section 15. Severability and Governing Law.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction: (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

Section 16. Notices.

(a) Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided, provided that, unless and until some other address be so designated, all notices or communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive's last known address, as reflected in the Company's records.

(b) Any notice so addressed shall be deemed to be given: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing; and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

Section 17. Dispute Resolution.

Any controversy arising out of or relating to this Agreement or the breach hereof (other than claims for injunctive relief arising under the Noncompete Agreement) shall be settled by binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (with the exception that there will be a panel of three arbitrators rather than a single arbitrator) and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The costs of any such arbitration proceedings shall be borne equally by the Company and Executive, and neither party shall be entitled to recover attorney's fee or costs expended in the course of such arbitration or enforcement of the awarded rendered thereunder. The location for the arbitration shall be Austin, Texas. Any award made by such arbitrator shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

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Section 18. Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 19. Entire Agreement.

This Agreement, together with the Noncompete Agreement, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement.

Section 20. Survival of Operative Sections.

Upon any termination of Executive's employment, the provisions of Section 8 through Section 21 of this Agreement shall survive to the extent necessary to give effect to the provisions thereof.

Section 21. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

* * *
[Signatures to appear on the following page.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

AMERICAN CAMPUS COMMUNITIES, INC.

By: /s/ William C. Bayless, Jr.
---------------------------------------
William C. Bayless, Jr.
President and Chief Executive Officer



/s/ James C. Hopke, Jr.
---------------------------------------
James C. Hopke, Jr.

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EXHIBIT 99.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of April 28, 2005 by and between American Campus Communities, Inc. (the "Company") and Greg A. Dowell ("Executive").

W I T N E S S E T H:

Section 1. Definitions.

(b) "Aggregate Payment" shall have the meaning set forth in
Section 9 below.

(d) "Auditor" shall mean a nationally recognized United States public accounting firm, jointly selected by the Company and Executive, which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the. accounting firm to serve as the Auditor.

(e) "Base Salary" shall mean the salary provided for in
Section 4(a) below or any increased salary granted to Executive pursuant to
Section 4(a).

(f) "Board" shall mean the Board of Directors of the Company.

(g) "Cause" shall mean (i) Executive's act of gross negligence or gross misconduct that that has the effect of injuring the business of the Company and its affiliates, taken as a whole, in any material respect; (ii) Executive's conviction of, or plea of guilty or nolo contendere to, the commission of a felony by Executive; (iii) the commission by Executive of an act of fraud or embezzlement against the Company or its affiliates; or (iv) Executive's willful breach of any material provision of this Agreement or the Noncompete Agreement.

(h) "Change in Control" shall mean:

(i) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(j) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(k) "Disability" shall mean any physical or mental disability or infirmity that prevents the performance of Executive's duties for a period of
(i) six (6) consecutive months or (ii) an aggregate of twelve (12) months in any twenty-four consecutive month period. Any question as to the existence, extent or potentiality of Executive's Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

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(l) "Effective Date" shall mean May 1, 2005.

(m) "Excise Tax" shall mean any tax imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed.

(n) "Good Reason" shall mean, without Executive's consent, (i) any material diminution or change in the nature or scope of Executive's functions, duties, position, responsibilities, or reporting relationships that are inconsistent with Executive's titles or this Agreement; (ii) the relocation of Executive's principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company; or (iv) a breach by the Company of any material provision of this Agreement.

(o) "Noncompete Agreement" shall mean the Confidentiality and Noncompetition Agreement attached hereto as Exhibit A.

(p) "Restricted Period" shall have the meaning set forth in the Noncompete Agreement.

(q) "Severance Term" shall have the period specified in
Section 8(d)(ii) below.

(r) "Term of Employment" shall mean the period specified in
Section 2 below.

Section 2. Acceptance and Term of Employment.

Section 3. Position, Duties and Responsibilities; Place of Performance.

(a) During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief of Operations of the Company (together with such other position or positions consistent with Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title and shall report to the Company's Chief Executive Officer. Executive also agrees to serve as an officer and/or director of any subsidiary of the Company without additional compensation. If at any time during the Term of Employment, Executive is not a Member of the Board of Directors, the parties acknowledge and agree that Executive shall have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the discussion of any agenda item which personally concerns or otherwise relates to Executive.

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(b) Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company's best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Company, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

(c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Section 4. Compensation. During the Term of Employment, Executive shall be entitled to the following compensation:

(b) Annual Bonus. Executive shall be eligible for an annual cash bonus award determined by the Compensation Committee of the Board in respect of each fiscal year during the Term of Employment (the "Annual Bonus"); provided, however, that in the event the Company adopts an annual bonus plan far its senior executives, Executive shall participate in such plan on the same basis as other senior executives of the Company (with appropriate adjustment due to differences in title and salary). Executive shall receive the Annual Bonus in respect of any year at the same time as bonuses are paid to other executive officers of the Company, but in no event later than ninety (90) days after the end of the fiscal year for which the bonus is payable.

(c) Legal Fees. The Company shall reimburse Executive for reasonable and necessary attorneys' fees incurred by Executive in the review and analysis of this Agreement, prior to Executive's execution of this Agreement.

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Section 5. Employee Benefits.

During the Term of Employment, Executive shall be entitled to participate in health, insurance, retirement and other benefits provided to other senior executives of the Company. Executive shall also be entitled to at least the same number of holidays, vacation, sick days and other benefits as are generally allowed to senior executives of the Company in accordance with the Company policy in effect from time to time, or as otherwise granted by the Compensation Committee of the Board.

Section 6. Key-Man Insurance.

Section 7. Reimbursement of Business Expenses.

Section 8. Termination of Employment.

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(ii) In the event the Company terminates Executive's employment for Cause, he shall be entitled to the Accrued Obligations.

(i) The Accrued Obligations;

(ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive's termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; such amount shall be payable in equal monthly installments during the Restricted Period;

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Section 9. Additional Payment.

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(i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Additional Payment is to be made, and

Section 10. Noncompete Agreement.

Section 11. Representations and Warranties of Executive.

Executive represents that:

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(b) he has not, and in connection with his employment with the Company will not, violate any non-solicitation or other similar covenant or agreement by which he is or may be bound;

(c) in connection with his employment with the Company he will not use any confidential or proprietary information he may have obtained in connection with employment with any prior employer; and

Section 12. Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

Section 13. Successors and Assigns; No Third-Party Beneficiaries.

Section 14. Waiver and Amendments.

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Section 15. Severability and Governing Law.

Section 16. Notices.

Section 17. Dispute Resolution.

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Section 18. Section Headings.

Section 19. Entire Agreement.

Section 20. Survival of Operative Sections.

Upon any termination of Executive's employment, the provisions of Section 8 through Section 21 of this Agreement shall survive to the extent necessary to give effect to the provisions thereof.

Section 21. Counterparts.

* * *
[Signatures to appear on the following page.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

AMERICAN CAMPUS COMMUNITIES, INC.

By: /s/ William C. Bayless, Jr.
---------------------------------------
William C. Bayless, Jr.
President and Chief Executive Officer



/s/ Greg A. Dowell
---------------------------------------
Greg A. Dowell

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EXHIBIT 99.4

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE

This SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") dated as of April 28, 2005 (the "Effective Date") between Mark J. Hager ("Executive") and American Campus Communities, Inc. (the "Company").

WHEREAS, the Company and Executive have entered into an Employment Agreement dated as of August 11, 2004 (the "Employment Agreement");

WHEREAS, the Company and Executive have entered into a Confidentiality and Noncompetition Agreement dated as of August 11, 2004 (the "Noncompete Agreement");

WHEREAS, the Company and Executive have entered into an Indemnification Agreement dated as of August 17, 2004 (the "Indemnification Agreement");

WHEREAS, Executive shall resign as an officer and director of the Company and all of its affiliates as of May 16, 2005 (the "Officer Resignation Date") and Executive shall resign as an employee of the Company and all of its affiliates effective as of June 30, 2005 (the "Termination Date");

WHEREAS, the parties agree that Executive's resignation from employment with the Company and all of its affiliates is the result of a mutual agreement between Executive and the Company; and

WHEREAS, Executive and the Company have agreed to provide each other with a general release of claims as contained herein.

NOW, THEREFORE, Executive and the Company agree to enter into this Agreement setting forth their respective obligations related to Executive's separation as follows:

1. Separation of Employment. Effective as of the Officer Resignation Date, Executive will resign as an officer, director, manager or similar functionary of all entities related to the Company and as a member of any committee relating to the Company, and effective as of June 30, 2005, Executive will resign as an employee of the Company and all entities related to the Company. From the Effective Date until the Termination Date, Executive will continue to receive from the Company the salary and benefits he was entitled to receive as of the Effective Date, including without limitation any dividends or other payments that may be due to him as a result of his ownership of any PIUs or any restricted shares of the Company's common stock. From the Officer Resignation Date until the Termination Date, (i) Executive shall, as requested by the Company's chief executive officer, provide assistance to the Company in completing a transition of his duties, and (ii) may use a reasonable portion of his business time, attention, skill and best efforts for personal matters unrelated to Company business. The parties acknowledge and agree that, unless expressly provided for herein, their obligations to each other under the Employment Agreement shall cease as of the Termination Date.

2. Special Compensation and Benefits. In consideration for the promises, covenants, agreements and releases set forth herein, the Company agrees to provide Executive with the following compensation and benefits ("Special Compensation and Benefits"):

(a) Within five business days of the Termination Date, the Company will pay to Executive (i) all accrued and unpaid Base Salary, (ii) any earned but unpaid holiday, vacation or paid time off and (iii) any expenses incurred in accordance with Section 7 of the Employment Agreement that remain unpaid or unreimbursed as of the Termination Date (in accordance with the Company's current reimbursement policy);

(b) The Company will pay to Executive an aggregate of $350,000 in 12 equal monthly installments commencing on July 15, 2005, with the remaining payments to be made on the 15th of each month thereafter (or, if such date is not a business day, the following business day) until the total amount has been paid. Executive may, at his option, elect to take any or all of the remaining payments due pursuant to this provision as a lump sum payment, payable within 30 days of Executive's election to take a lump sum and discounted by 4% to reflect the present value of such lump sum;

(c) The Company will pay to Executive an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company's health benefit plan immediately prior to the Termination Date and the cost of either (i) continuation coverage under COBRA or (ii) upon the expiration of Executive's COBRA rights, the cost of other continuation coverage providing a comparable level of benefits, payable on a monthly basis for the period ending on the second anniversary of the Termination Date; provided that if prior to the second anniversary of the Termination Date, Executive is eligible to receive health insurance benefits from a subsequent employer, payments under this Section 2(c) shall cease as of the date Executive becomes eligible;

(d) Executive shall retain his 12,100 PIUs, all of which are vested. Executive acknowledges and agrees that Executive shall, as of the Termination Date, forfeit any and all portions of any award, unvested as of the Termination Date, made to Executive by the Company or its affiliates under or pursuant to any retirement, pension, profit sharing, long-term incentive, equity or similar plan, including but not limited to the Outperformance Bonus Program and the Plan; and

(e) The Company shall, within 30 days of the execution of this Agreement, reimburse Executive for reasonable attorneys' fees incurred by Executive in the review and analysis of this Agreement.

3. General Release by Executive. In return for the Special Compensation and Benefits referenced in this Agreement, as well as the mutual promises, covenants, agreements and releases set forth herein, Executive agrees to the following:

(a) Except as set forth in Section 3(c), Executive agrees, on behalf of himself and anyone claiming through him or on his behalf, to release the Company and all of its subsidiaries, affiliates, predecessors and successors, and all of their present or former officers, directors, managers,

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representatives, employees, agents, employee benefit programs, and the trustees, administrators, fiduciaries and insurers of such programs (collectively, the "Company Released Parties"), from any and all claims for relief of any kind, whether known to Executive or unknown, which in any way arise out of or relate to Executive's employment at the Company or any of the other Company Released Parties, the resignation of his employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning events occurring at any time up to the Termination Date, including, but not limited to, any and all claims of discrimination of any kind, and any contractual, tort or other common law claims. This release includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. ss. 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Sarbanes-Oxley Act, or under any applicable state or local laws or ordinances or any other legal restrictions on the Company's rights, including the Texas Commission on Human Rights Act and Section 451 of the Texas Labor Code.

(b) Except as set forth in Section 3(c), Executive further agrees not to file a suit of any kind against the Company or any of the other Company Released Parties relating to any of the claims or causes of action released by this Agreement. Even if a court rules that Executive may file a lawsuit against the Company or any of the other Company Released Parties arising any of the claims or causes of action released by this Agreement, Executive agrees not to accept any money damages or any other relief in connection with any such lawsuit. Executive understands that this Agreement effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any of the claims or causes of action released by this Agreement, except as set forth in Section 3(c).

(c) Notwithstanding the generality of the foregoing, nothing contained herein shall release the Company or the other Company Released Parties from any claim relating to (i) any breach by the Company of this Agreement, (ii) Executive's rights, if any, to COBRA benefits under the Company's standard benefit programs applicable to Executive, (iii) Executive's rights to vested equity interests or PIUs, vested 401(k) or pension monies under any applicable Company benefit plan, or (iv) Executive's rights to indemnification under the Indemnification Agreement, the Company's articles of incorporation or bylaws, or any applicable statute.

4. General Release by the Company. In return for the mutual promises, covenants, agreements and releases set forth herein, the Company agrees to the following:

(a) Except as set forth in Section 4(c), the Company agrees, on behalf of itself and all of its parent companies, subsidiaries, affiliates, predecessors and successors, to release Executive and his heirs or personal representatives (collectively the "Executive Released Parties"), from any and all claims for relief of any kind, whether known to it or unknown, which in any way arise out of or relate to Executive's employment at the Company any of the other Company Released Parties, the resignation of Executive's employment at the Company or any of the other Company Released Parties, or any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning events occurring at any time up to the Termination Date.

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(b) Except as set forth in the last paragraph of this
Section 4, the Company further agrees not to file a suit of any kind against Executive or any of the other Executive Released Parties relating to any of the claims or causes of action released by this Agreement. Even if a court rules that the Company may file a lawsuit against Executive or any of the other Executive Released Parties arising from any of the claims or causes of action released by this Agreement, the Company agrees not to accept any money damages or any other relief in connection with any such lawsuit. The Company understands that this Agreement effectively waives any right it might have to sue Executive or any of the other Executive Released Parties for any of the claims or causes of action released by this Agreement, except as set forth in Section 4(c).

(c) Notwithstanding the generality of the foregoing, nothing contained herein shall release the Executive or the other Executive Released Parties from any claim relating to (i) any breach by Executive of this Agreement, (ii) any breach by Executive of his continuing obligations under the Noncompete Agreement, as expressly set forth in Section 5(b) of this Agreement, or (iii) Executive's fraud, willful misconduct, gross negligence or illegal act.

5. Restrictive Covenants and Miscellaneous Provisions.

(a) Executive confirms that, while he understands that he has had such an obligation since he began his employment with the Company or any of the other Company Released Parties, he shall not disclose any of the trade secrets or other Confidential Information (as defined in the Noncompete Agreement) of the Company or any of the other Company Released Parties and shall not make use of such trade secrets or Confidential Information in any fashion at any time, including in any future employment.

(b) Executive agrees that for one year following the Termination Date, Executive will comply with the provisions of Sections 4 (Non-Competition) and 5 (Non-Solicitation; Non-Interference) of the Noncompete Agreement. Executive acknowledges and agrees that he will, at all times following the Termination Date, comply with all other post-employment obligations contained in the Noncompete Agreement. Notwithstanding the foregoing, Executive shall not be prohibited from soliciting, recruiting or hiring Debbie Elliot.

(c) Executive understands and agrees that the Company shall have the right to and may sue him for breach of contract if he violates the provisions of the Noncompete Agreement or this Agreement. Executive further acknowledges that but for his agreements to comply with this Agreement and the Noncompete Agreement, the Company would not provide him with the Special Compensation and Benefits set forth in Section 2.

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(d) Executive agrees that on or before the Termination Date he will return to the Company all of the Company's property in his possession, including, but not limited to, company files, work product, computer equipment, computer software, cell phones, pagers, corporate credit cards, identification cards, manuals, company documents and company keys.

(e) This Agreement does not constitute an admission of any kind by the Company or by Executive.

(f) Executive agrees not to make any statements that disparage the reputation of the Company or any of the other Company Released Parties, or their properties or services. Executive agrees that any breach or violation of this non-disparagement provision shall entitle the Company to sue him on this Agreement for the immediate recovery of any damages caused by such breach.

(g) The Company agrees not to make any statements that disparage the reputation of Executive. The Company agrees that any breach or violation of this non-disparagement provision shall entitle Executive to sue the Company on this Agreement for the immediate recovery of any damages caused by such breach.

(h) All payments and benefits under this Agreement are gross amounts and will be subject to taxes and lawful deductions, if any.

(i) The venue for the litigation of any dispute arising out of this Agreement shall be a court of competent jurisdiction in Travis County, Texas. If either party files a lawsuit in state court arising out of this Agreement, the other party may remove the lawsuit to federal court to the extent jurisdiction exists. Texas law shall govern the interpretation and enforcement of this Agreement

(j) The Company acknowledges and agrees that nothing in this Agreement shall be modify Executive's rights or the Company's obligations under the Indemnification Agreement, including without limitation the Company's obligation to use reasonable best efforts to acquire directors and officers liability insurance covering Executive or any claim made against Executive for his service as an officer or director of the Company.

(k) Capitalized terms used herein and not otherwise defined shall the meanings assigned to such terms in the Employment Agreement.

(l) Executive is entering into this Agreement freely and voluntarily. Executive has carefully read and understand all of the provisions of this Agreement. Executive understands that it sets forth the entire agreement between him and Company and Executive represent that no other statements, promises, or commitments of any kind, written or oral, have been made to him by the Company, or any of its agents, to cause him to accept it. Executive acknowledges that he has been advised to consult legal counsel concerning this Agreement prior to signing the Agreement, and that he has had sufficient opportunity to do so. Executive understands that he may have up to 21 days from

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the date of this Agreement to consider this Agreement. Executive understand that if he signs this Agreement, he will then have seven days to cancel it if he so chooses. Executive may cancel this Agreement by delivering a written notice of cancellation to William C. Bayless Jr. at American Campus Communities, Inc., 805 Las Cimas Pkwy., Suite 400, Austin, TX 78746. However, if Executive elects to cancel this Agreement, he understands that he will not be entitled to any of the benefits, compensation, or other consideration referenced in this Agreement. Executive realizes this Agreement is not effective or enforceable until the seven-day period expires without revocation. Executive understands that this Agreement will not become effective until the eighth day after he signs the Agreement without revocation. Executive understands that the Company will have no duty to pay Executive or provide him with the compensation and benefits listed in Section 2 until the eighth day after he signs the Agreement without revocation.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.

AMERICAN CAMPUS COMMUNITIES, INC.

Date: April 28, 2005 By:


/s/ William C. Bayless, Jr.
-----------------------------------------
William C. Bayless, Jr.
President and Chief Executive Officer

EXECUTIVE

Date: April 28, 2005 /s/ Mark J. Hager
-----------------------------------------
Mark J. Hager

[Signature page to Separation Agreement and Mutual Release]

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EXHIBIT 99.6

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this "Amendment"), dated as of April 28, 2005, by and between American Campus Communities, Inc. (the "Company") and William C. Bayless, Jr. ("Executive").

WHEREAS, the Company and Executive have entered into an employment agreement dated as of August 11, 2004 (the "Employment Agreement"); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, the Company and Executive agree as follows:

1. COBRA Coverage Upon Termination by the Company Without Cause.
Section 8(d)(iv) of the Employment agreement is amended and restated to read in its entirety as follows:

"(iv) An amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company's health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, payable on a monthly basis for the period ending on the expiration of the Restricted Period; provided, that if prior to the expiration of the Restricted Period Executive is eligible to receive health insurance benefits from a subsequent employer, payments under this subsection (iv) shall cease as of the date Executive becomes eligible."

2. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Employment Agreement.

3. Ratification. Except as otherwise expressly provided in this Amendment, the Employment Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

4. Counterparts. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

AMERICAN CAMPUS COMMUNITIES, INC.

By: /s/ Brian B. Nickel
-----------------------------------------------
Name: Brian B. Nickel
Title: Executive Vice President,
       Chief Investment Officer
       and Secretary



/s/ William C. Bayless, Jr.
-----------------------------------------------
William C. Bayless, Jr.

EXHIBIT 99.7

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this "Amendment"), dated as of April 28, 2005, by and between American Campus Communities, Inc. (the "Company") and Brian B. Nickel ("Executive").

WHEREAS, the Company and Executive have entered into an employment agreement dated as of August 11, 2004 (the "Employment Agreement"); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, the Company and Executive agree as follows:

1. Interim Position. Effective as of May 1, 2005, Executive resigns as Chief Investment Officer of the Company and shall serve as Executive Vice President and Secretary of the Company.

2. Position, Duties and Responsibilities. Effective as of May 16, 2005, the first sentence of Section 3(a) of the Employment Agreement shall be amended and restated to read in its entirety as follows:

"During the Term of Employment, Executive shall be employed and serve as the Executive Vice President, Chief Financial Officer and Secretary of the Company (together with such other position or positions consistent with Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title and shall report to the Company's Chief Executive Officer."

3. COBRA Coverage Upon Termination by the Company Without Cause.
Section 8(d)(iv) of the Employment agreement is amended and restated to read in its entirety as follows:

4. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Employment Agreement.

5. Ratification. Except as otherwise expressly provided in this Amendment, the Employment Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

6. Counterparts. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

AMERICAN CAMPUS COMMUNITIES, INC.

By: /s/ William C. Bayless, Jr.
---------------------------------------------
Name: William C. Bayless, Jr.
Title: President and Chief Executive Officer



/s/ Brian B. Nickel
---------------------------------------------
Brian B. Nickel

Exhibit 99.8

American Campus Communities, Inc. Announces Strategic Realignment of Management; Appoints Jim Hopke as Chief Investment Officer

Business Editors/Real Estate Writers

AUSTIN, Texas--(BUSINESS WIRE)--April 28, 2005--American Campus Communities, Inc. (NYSE:ACC), one of the nation's largest owners, managers and developers of high-quality student housing properties, today announced the following executive changes:

-- Jim Hopke will be rejoining the company and is being appointed to the position of executive vice president and chief investment officer.

-- Mark Hager, chief financial and accounting officer and treasurer of American Campus Communities, has resigned in order to pursue his entrepreneurial interests. He will continue in his present role through May 16, 2005 and will remain with the company through June 30 to facilitate an orderly transition.

-- Brian Nickel, currently chief investment officer of American Campus Communities, has been appointed as chief financial officer effective May 17, 2005.

-- Jon Graf, currently vice president and controller of American Campus Communities, has been promoted to the position of senior vice president, chief accounting officer and treasurer.

-- Greg Dowell, currently senior vice president and chief of operations of American Campus Communities, has been promoted to executive vice president and chief of operations.

-- Kim Voss, currently the assistant controller of American Campus Communities, has been promoted to vice president and controller.

Chief Executive Officer Bill Bayless stated, "We are extremely pleased to have Jim rejoin our management team, his intuitive investment capabilities are well aligned with our long-term goals. Brian Nickel has demonstrated in-depth industry knowledge, solid leadership and financial acumen during his tenure at American Campus Communities and we look forward to his contributions in the role of chief financial officer. The company has successfully achieved its near term business initiatives as outlined during our initial public offering, and with this realignment we are well positioned to realize our long-term business objectives. We thank Mark Hager for his significant role in the growth of the company including the initial public offering, and for building a strong financial and administrative operations infrastructure, which will make this transition seamless. I consider Mark's resignation a personal loss and we wish him all the best in his endeavors." Mr. Hopke is leaving his position as vice president at Wachovia Securities, where his responsibilities included providing asset management services for balance sheet investments including bridge loans, mezzanine loans, preferred and common equity. He formerly served as the senior vice president of acquisitions for American Campus Communities from 1999 - 2002, a period of significant growth for the company. Prior to joining American Campus Communities in 1999, Mr. Hopke held positions with JPI and Insignia Financial Group. He holds a bachelor of science from Clemson University.

About American Campus Communities, Inc.

American Campus Communities, Inc. is one of the largest publicly traded REITs solely focused on student housing in the United States. American Campus Communities is a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, finance, development, construction management, and leasing and management of student housing properties. The company owns and manages 24 high-quality student housing properties containing approximately 15,600 beds. Including its owned properties, the company manages 43 student housing properties, representing 26,900 beds. For more information about the company please go to the company website, at www.studenthousing.com.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

CONTACT: American Campus Communities, Inc., Austin Bill Bayless, 512-732-1000
or
At the Financial Relations Board Georganne Palffy, 312-640-6768