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): November 27, 2007
CAMDEN PROPERTY
TRUST
(Exact name of registrant as
specified in its charter)
| Texas | 1-12110 | 76-6088377 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Three Greenway Plaza, Suite
1300, Houston, Texas
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77046 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 354-2500
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Not
applicable
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| (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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01 Entry into a Material Definitive Agreement.
Camden Property Trust, a Texas real estate investment trust (the “Company”) has entered into Amendment No. 1 to Second Amendment and Restated Employment Agreement with each of Richard J. Campo and D. Keith Oden, the form of which is attached hereto as Exhibit 99.1 and are incorporated herein by reference. The Company has also entered into Amendment No. 1 to Employment Agreement with each of H. Malcolm Stewart, Dennis M. Steen and Steven K. Eddington, the form of which is attached hereto as Exhibit 99.2 and are incorporated herein by reference. The Company has also amended its Amended and Restated Master Exchange Agreement for trust managers, its Amended and Restated Master Exchange Agreement for key employees, Key Employee Share Option Plan (KEYSOP TM ) and Non-Qualified Deferred Compensation Plan. Such amendments are attached hereto as Exhibits 99.3, 99.4, 99.5 and 99.6, respectively, and are incorporated herein by reference. The purpose of each such amendment was to cause the employment agreements and plans, as the case may be, to comply with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder. The amendments do not result in any additional compensation expense to the Company.
The foregoing summary description of such amendments is qualified in its entirety by reference to such amendments.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits .
The Exhibits to this Report are listed on the Exhibit Index attached hereto.
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2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: November 30, 2007
CAMDEN PROPERTY
TRUST
By:
/s/ Michael
P.
Gallagher
3
3
Michael
P. Gallagher
Vice President — Chief Accounting Officer
EXHIBIT INDEX
4
Title
Form of First Amendment to Second Amended and
Restated Employment Agreement, effective as of January 1, 2008, between
Camden Property Trust and each of Richard J. Campo and D. Keith Oden.
Form of First Amendment to Employment
Agreement, effective as of January 1, 2008, between the Company and each
of H. Malcolm Stewart, Dennis M. Steen and Steven K. Eddington.
Form of Amendment No. 1 to Amended and
Restated Master Exchange Agreement (Trust Managers) effective as of
November 27, 2007.
Form of Amendment No. 1 to Amended and
Restated Master Exchange Agreement (Key Employees), effective as of
November 27, 2007.
Second Amended and Restated Camden Property
Trust Key Employee Share Option Plan (KEYSOP
TM
), effective as of
January 1, 2008.
Amended and Restated Camden Property Trust
Non-Qualified Deferred Compensation Plan, effective as of January 1,
2008.
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“8. The Modified Rights to Repurchase shall be exercisable as described in
this Section 8. Subject to Section 14 hereof, if a Termination Event occurs
before the vesting of the Modified Rights to Repurchase, the Modified Rights to
Repurchase not theretofore vested shall terminate on the date of the
Termination Event (the “Termination Date”). Any unexercised Modified Rights to
Repurchase that are not exercised within the requisite time period prescribed
in this Section 8 shall terminate and be of no further force and effect.
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| a. |
This Section 8.a. is applicable to Grandfathered
Modified Rights to Repurchase. Recipient’s vested Grandfathered
Modified Rights to Repurchase shall be exercisable for a period of time
following the Termination Date equal to the lesser of:
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the expiration of the Post Termination
Period (as hereinbelow defined), and
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Thirty (30) years after the applicable vesting
date.
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| b. |
This Section 8.b. is applicable to Non-Grandfathered
Modified Rights to Repurchase. The Recipient to whom such a
Non-Grandfathered Modified Right to Repurchase was awarded shall make
an election, no later than December 31, 2007, as to the date on which
such Non-Grandfathered Modified Right to Repurchase will be
exercisable. The Recipient may make a separate election, no later than
December 31, 2007, as to the date on which such Non-Grandfathered
Modified Right to Repurchase will be exercisable following the
Recipient’s Separation from Service or the occurrence of a change in
control (as defined in Code Section 409A and referred to herein as a
“409A Change in Control”), provided, however, that in the event of a
Recipient’s Separation from Service, the Non-Grandfathered Modified
Right to Repurchase may not be exercised before the expiration of six
months from the date of the Recipient’s Separation from Service. If no
such elections are made, such Non-Grandfathered Modified Right to
Repurchase shall be exercisable on the later of the following dates:
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The later of January 1, 2012, or two
years following the date on which the Non-Grandfathered
Modified Right to Repurchase vests; or
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The earlier of the 16th month following
the month in which the Recipient Separates from Service or the
16th month following the month in which a 409A Change in
Control occurs.
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| (i) |
An election to defer the exercise date
must be submitted to the Employer no later than twelve (12)
months and one day prior to the otherwise scheduled exercise
date;
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| (ii) |
The election must defer the exercise
date to a date no earlier than five years from the otherwise
scheduled exercise date; and
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The election will not be effective for
at least twelve (12) months following the date on which the
election is filed.
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By: | |||
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Dennis M. Steen
Chief Financial Officer, Senior Vice President-Finance and Secretary |
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ACKNOWLEDGED BY THE RECIPIENT:
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Name:
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| “8. |
The Modified Rights to Repurchase shall be exercisable as described in
this Section 8. Subject to Section 14 hereof, if Recipient’s employment with
the Company or its Affiliates is terminated for any reason (a “Termination of
Employment”) before the vesting of the Modified Rights to Repurchase, the
Modified Rights to Repurchase not theretofore vested shall terminate on the
date of the Recipient’s Termination of Employment (the “Termination Date”). Any
unexercised Modified Rights to Repurchase that are not exercised within the
requisite time period prescribed in this Section 8 shall terminate and be of no
further force and effect.
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| a. |
This Section 8.a. is applicable to Grandfathered
Modified Rights to Repurchase. Recipient’s vested Grandfathered
Modified Rights to Repurchase shall be exercisable for a period of time
following the Termination Date equal to the lesser of:
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the expiration of the Post Termination Period (as
hereinbelow defined), and
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Thirty (30) years after the applicable vesting
date.
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| b. |
This Section 8.b. is applicable to Non-Grandfathered
Modified Rights to Repurchase. The Recipient to whom such a
Non-Grandfathered Modified Right to Repurchase was awarded shall
make an election, no later than December 31, 2007, as to the date on
which such Non-Grandfathered Modified Right to Repurchase will be
exercisable. The Recipient may make a separate election, no later
than December 31, 2007, as to the date on which such
Non-Grandfathered Modified Right to Repurchase will be exercisable
following the Recipient’s Separation from Service or the occurrence
of a change in control (as defined in Code Section 409A and referred
to herein as a “409A Change in Control”), provided, however, that in
the event of a Recipient’s Separation from Service, the
Non-Grandfathered Modified Right to Repurchase may not be exercised
before the expiration of six months from the date of the Recipient’s
Separation from Service. If no such elections are made, such
Non-Grandfathered Modified Right to Repurchase shall be exercisable
on the later of the following dates:
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The later of January 1, 2012, or two
years following the date on which the Non-Grandfathered
Modified Right to Repurchase vests; or
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The earlier of the 16th month following
the month in which the Recipient Separates from Service or the
16th month following the month in which a 409A Change in
Control occurs.
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An election to defer the exercise date
must be submitted to the Employer no later than twelve (12)
months and one day prior to the otherwise scheduled exercise
date;
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The election must defer the exercise
date to a date no earlier than five years from the otherwise
scheduled exercise date; and
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The election will not be effective for
at least twelve (12) months following the date on which the
election is filed.
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By: | |||
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Dennis M. Steen | |||
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Chief Financial Officer, Senior Vice | |||
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President-Finance and Secretary | |||
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ACKNOWLEDGED BY THE RECIPIENT:
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8
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ARTICLE I
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Definitions | 1 | ||||
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ARTICLE II
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Award of Options | 6 | ||||
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ARTICLE III
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Exercise of Options | 7 | ||||
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ARTICLE IV
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Amendment or Termination of the Plan | 13 | ||||
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ARTICLE V
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Administration | 14 | ||||
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ARTICLE VI
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Trust Provisions | 16 | ||||
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ARTICLE VII
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Miscellaneous Provisions | 16 | ||||
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following any Termination Event with respect to the Participant, the expiration
of the Post Termination Period, or
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thirty (30) years after the Grant Date.
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| (a) |
Options granted prior to January 1, 2008 that vest after
December 31, 2004
. This Section 3.1.2(a) applies to any Options granted
hereunder prior to January 1, 2008, that vest after December 31, 2004, which
were placed in the Trust for the benefit of the Participant. Notwithstanding
any
contrary provision in Section 3.1.1 hereof, the Option Agreements governing
such Options have heretofore been amended to comply with Internal Revenue
Code Section 409A and Treasury Regulations issued pursuant thereto, as
described herein. The Participant to whom such an Option was awarded was
provided with an election, to be made no later than December 31, 2007, as to
the date on which such Option will be exercisable. The Participant was
permitted to make a separate election, also no later than December 31, 2007,
as to the date on which such Option will be exercisable following the
Participant’s Separation from Service or the occurrence of a Change in
Control, provided, however, that in the event of a Participant’s Separation
from Service, the Option may not be exercised before the expiration of six
months from the date of the Participant’s Separation from Service. If no
such elections were made, such Option shall be exercisable on the later of
(i) or (ii) below:
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The later of January 1, 2012, or two years
following the date on which the Option vests; or
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The earlier of the 16th month following the
month in which the Participant Separates from Service or the 16th month
following the month in which a Change in Control occurs.
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Options granted on and after January 1, 2008
. This
Section 3.1.2(b) applies to any Options granted hereunder on and after January
1, 2008 that are placed in the Trust hereunder for the benefit of the
Participant. Notwithstanding any contrary provision in Section 3.1.1 hereof,
such Option shall be exercisable on the date elected by the Participant, but no
earlier than six months after the Grant Date of the Option. The Participant
may make a separate election as to when the Option shall be exercisable
following the Participant’s Separation from Service or the occurrence of a
Change in Control, provided, however, that in the event of a Participant’s
Separation from Service, the Option may not be exercised before the expiration
of six months from the date of the Participant’s Separation from Service. The
Participant’s elections pursuant to this Section 3.1.2(b) shall be made no
later than such Option’s Grant Date. If no such elections are made, such
Option shall be exercisable on the later of (i) or (ii) below:
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The later of January 1, 2012, or two years
following the date on which the Option vests; or
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The earlier of the 16
th
month
following the month in which the Participant Separates from Service or
the 16th month following the month in which a Change in Control occurs.
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Latest permissible exercise date
. The exercise date
elected by the Participant with respect to an Option pursuant to either Section
3.1.2(a) or 3.1.2(b), may not be later than 30 years following the Grant Date
of the Option. In the event of the Participant’s Separation from Service, the
exercise date applicable to the Participant’s Separation from Service may not
be later than the date on which the Post-Termination Period expires. If the
Participant Separates from Service prior to the otherwise applicable Option
exercise date and the Option exercise date applicable to the Participant’s
Separation from Service is later than the date on which the Post-Termination
Period expires, such elected exercise date shall be disregarded and the
exercise date related to a Separation from Service shall be the date on which
the Post-Termination Period expires.
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Election to defer the exercise date
. With respect to
an Option subject to this Section 3.1.2, the Participant may elect, on and
after January 1, 2008, to defer the date on which his or her Options are
exercisable under Section 3.1.2(a) or 3.1.2(b) hereof if the following
requirements are satisfied:
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An election to defer the exercise date must be
submitted to the Employer no later than twelve (12) months and one day
prior to the otherwise scheduled exercise date;
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The election must defer the exercise date to a
date no earlier than five years from the otherwise scheduled exercise
date; and
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The election will not be effective for at
least twelve (12) months following the date on which the election is
filed.
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Grace period
. With respect to an Option to which this
Section 3.1.2 applies, the Option may be exercised on the applicable exercise
date or within the 90-day period that begins with the exercise date. Following
December 31 of the year in which the exercise date occurs, the Option
expires and is no longer exercisable.
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CAMDEN PROPERTY TRUST
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| By: | /s/ Dennis M. Steen | |||
| Dennis M. Steen | ||||
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Chief Financial Officer, Senior Vice
President-Finance and Secretary |
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Name of Participant:
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Designated Property:
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PACE SM Fund , Established by the Rabbi Trustee | |
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Amount Invested:
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$ | |
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Units of the Designated Property | |
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Exercise Price:
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25% of the Value at Grant Date | |
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Grant Date:
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A-1
| • |
An election to defer the exercise date must be submitted to the Committee no later
than twelve (12) months and one day prior to the otherwise scheduled exercise date;
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The election must defer the exercise date to a date no earlier than five years from
the otherwise scheduled exercise date; and
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The election will not be effective for at least twelve (12) months following the
date on which the election is filed.
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A-2
A-3
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By:
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Name:
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For the Committee | |||
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Participant
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Spouse
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A-4
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Article I — Definitions
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1.1 Account
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1.2 Administrator
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1.3 Board
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1.4 Bonus
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1.5 Cash Compensation Deferral
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1.6 Compensation
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1.7 Deferrals
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1.8 Deferral Election
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1.9 Disability
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1.10 Effective Date
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1.11 Eligible Participant
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1.12 Employee
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1.13 Investment Fund or Funds
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1.14 Option Award
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1.15 Option Deferral
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1.16 Participant
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1.17 Plan
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1.18 Plan Year
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1.19 Post-Separation Period
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1.20 Retirement
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1.21 Salary
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1.22 Share Award
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1.23 Share Deferral
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1.24 Share Incentive Plan
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1.25 Specified Employee
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1.26 Trust
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1.27 Trustee
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1.28 Unforeseeable Financial Emergency
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Article II — Participation
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2.1 Commencement of Participation
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2.2 Change in Eligible Participant Status
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Article III — Contributions
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3.1 Participant Deferrals
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3.2 Time of Contributions
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3.3 Form of Contributions
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Article IV — Vesting
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4.1 Vesting of Deferrals
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Article V — Accounts
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5.1 Bookkeeping Accounts
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5.2 Adjustment and Crediting of Accounts
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5.3 Investment of Trust Assets
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Article VI — Distributions
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6.1 Commencement of Payment upon Separation from Service or Death
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6.2 Form of Payment
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6.3 Distribution Election
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6.4 Modifications to Distribution Elections
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6.5 Distribution Due to Unforeseeable Financial Emergency
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6.6 Cashout Distribution
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Article VII — Option and Share Award Deferral
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7.1 Definitions
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7.2 General
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7.3 Deferral of Options or Share Awards
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7.4 Terms and Conditions of Awards
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7.5 Exercise of Options
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Article VIII — Beneficiaries
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8.1 Beneficiaries
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8.2 Change of Beneficiary Designation
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8.3 Determination of Beneficiary
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8.4 Lost Participant or Beneficiary
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Article IX — Funding
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9.1 Prohibition Against Funding
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9.2 Deposits in Trust
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9.3 Withholding of Employee Contributions
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Article X — Claims Administration
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10.1 General
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10.2 Claim Review
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10.3 Right of Appeal
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10.4 Review of Appeal
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10.5 Designation
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Article XI — General Provisions
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11.1 Administrator
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11.2 No Assignment
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11.3 No Employment Rights
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11.4 Incompetence
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11.5 Identity
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11.6 Other Benefits
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11.7 Expenses
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11.8 Insolvency
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11.9 Amendment and Termination.
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11.10 Employer Determinations
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11.11 Construction
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11.12 Governing Law
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11.13 Severability
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11.14 Headings
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11.15 Entire Agreement
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11.16 Terms
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11.17 Real Estate Investment Trust (“REIT”) Status
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11.18 Compliance with Internal Revenue Code
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1
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| 1.13 |
Investment Fund or Funds
. Each deemed investment which serves as a means to measure value,
increases or decreases with respect to a Participant’s Accounts, which may be made designated,
from time to time, by the Employer.
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| 1.14 |
Option Award
. An option covering a share of Camden Property Trust granted to a Participant
under the Share Incentive Plan.
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| 1.15 |
Option Deferral
. An Option Award under the Share Incentive Plan which is deferred in
accordance with Section 3.1 and Article VII hereof.
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| 1.16 |
Participant
. An Eligible Participant who is a Participant as provided in Article II.
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| 1.17 |
Plan
. This Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation
Plan.
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| 1.18 |
Plan Year
. January 1 through December 31.
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| 1.19 |
Post-Separation Period
. The period commencing on the date of a Participant’s separation from
service to the Employer and expiring on the date that causes the Post-Separation Period to
equal the number of completed months of service to the Employer. Any period of service less
than one year shall be disregarded for purposes of calculating the Post-Separation Period.
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| 1.20 |
Retirement
. Retirement means a Participant has retired from the employ of the Employer on or
after age 65.
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| 1.21 |
Salary
. An Eligible Participant’s base salary rate or rates in effect at any time during a
Plan Year, including any pretax elective deferrals from said Salary to any Employer-sponsored
plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred
arrangement under Code Section 401(k) or cafeteria plan under Code Section 125.
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| 1.22 |
Share Award
. An award of a share or shares of Camden Property Trust made to a Participant
under the Share Incentive Plan.
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| 1.23 |
Share Deferral
. A Share Award that is deferred in accordance with Section 3.1 and Article VII
hereof.
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| 1.24 |
Share Incentive Plan
. The 2002 Share Incentive Plan of Camden Property Trust, which is
incorporated herein by this reference, together with any subsequently adopted incentive plan
involving the award of shares of the Employer or grant of options covering shares of the
Employer.
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| 1.25 |
Specified Employee
. An employee who is: (i) an officer of the Employer, with annual
compensation from the Employer greater than $130,000; (ii) an owner of 5% or more of the
outstanding shares of Camden Property Trust; or (iii) an owner of 1% or more of the
outstanding shares of Camden Property Trust with annual compensation from the Employer greater
than $150,000. All terms described in the preceding sentence and all
determinations of Specified Employee status shall be made in accordance with Code Section
416(i), excluding paragraph (5) thereof.
|
3
| 1.26 |
Trust
. The trust agreement or agreements the Employer may choose to adopt in its sole
discretion, under which the assets of the Plan may be held, administered and managed.
Participants shall have no right or claim to Trust assets set aside to fund benefits under
this Plan, which shall remain the general assets of the Employer.
|
|
| 1.27 |
Trustee
. The entity or individual designated from time to time by the Board, or a committee
thereof, to serve as trustee in accordance with the terms of the Plan.
|
|
| 1.28 |
Unforeseeable Financial Emergency.
A severe financial hardship to the Participant resulting
from (i) an illness or accident of the Participant, the Participant’s spouse, or a dependent
of the Participant (as defined in Section 152(a) of the Code); (ii) loss of the Participant’s
property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. Determination of whether
a Participant has incurred an Unforeseeable Financial Emergency shall be made by the
Administrator, in accordance with the requirements of Section 409A of the Code and any
guidance issued thereunder.
|
4
| 2.1 |
Commencement of Participation
. Each Eligible Participant shall commence participation on
the date his or her Deferral Election first becomes effective. In accordance with Section 6.3,
prior to participation in the Plan, each Participant shall be required to designate on a
Deferral Election the form and timing of the distribution of his or her Account.
|
|
| 2.2 |
Change in Eligible Participant Status
.
|
| (a) |
All Deferrals for a Participant who becomes ineligible to participate shall
cease as of the end of the Plan Year in which such former Participant is determined to
no longer be an Eligible Participant. Such a former Participant shall not be permitted
to submit a Deferral Election after he becomes ineligible to participate.
|
||
| (b) |
Amounts credited to the Account of a Participant described in subsection (a)
shall continue to be held, pursuant to the terms of the Plan and shall be distributed
as provided in Article VI.
|
5
| 3.1 |
Participant Deferrals
.
|
| (a) |
The Employer shall credit to the Compensation Deferral Account, Option Deferral
Account or Share Deferral Account of a Participant an amount equal to the amount
designated as the Participant’s Deferral for that Plan Year as indicated in the
Participant’s Deferral Election. Such amounts (Compensation, Share Awards or Options)
shall not be made available to such Participant, except as provided in Article VI, and
any such Deferrals shall reduce such Participant’s Compensation, Option Awards or Share
Awards in accordance with the provisions of the applicable Deferral Election; provided,
however, that all such amounts shall be subject to the rights of the general creditors
of the Employer as provided in Article IX.
|
||
| (b) |
Each Eligible Participant shall deliver a Deferral Election to the Employer
before any Deferrals can become effective. Such Deferral Election shall be applicable
only to Compensation, Option Awards or Share Awards for services rendered in the
calendar year following the calendar year in which such Deferral Election is made;
provided, however, that in the year in which the Plan is first adopted or an Employee
is first eligible to participate, such Deferral Election shall be filed within thirty
(30) days of the date on which the Plan is adopted or the date on which an Employee is
first eligible to participate, respectively, with respect to cash Compensation, Option
Awards or Share Awards received for services rendered during the remainder of the
calendar year. Notwithstanding the preceding provisions of this paragraph (b), with
respect solely to deferrals made on or before December 31, 2005, a Deferral Election
may be made on or before March 15, 2005, to be effective with respect to Compensation
payable after the date the Deferral Election becomes effective.
|
||
| (c) |
The Deferral Election shall, subject to the limitations set forth in this
Section 3.1, designate the amount of cash Compensation, Option Awards and/or Share
Awards to be deferred by the Participant. Upon making an initial Deferral Election,
the Participant must also make an election regarding the time and form of payment of
all amounts deferred under the Plan, in accordance with Section 6.3(a).
|
||
| (d) |
The maximum amount that may be deferred each Plan Year shall be established by
the Administrator from time to time.
|
||
| (e) |
For each payroll period, the Employer shall withhold from that portion of a
Participant’s Compensation, such Participant’s share of taxes under the Federal
Insurance Contributions Act (“FICA”) and other applicable taxes that are required to be
withheld with respect to (1) Cash Compensation Deferrals, and (2) Share Deferrals
and/or Option Award Deferrals as they vest and become subject to FICA taxes and other
withholding requirements (collectively, “Withholding Requirements”). To the extent
that there is insufficient remaining cash Compensation otherwise due to the Participant
to satisfy all applicable
|
6
|
Withholding Requirements as they come due, the Employer reserves the right to reduce
such Participant’s Deferrals to the extent necessary to satisfy such Withholding
Requirements. In the event there is insufficient cash Compensation to satisfy all
applicable Withholding Requirements as they come due, even after reducing a
Participant’s Deferrals, such Participant shall be obligated to remit payment to the
Employer, in such form as is acceptable to the Employer, sufficient to satisfy any
remaining Withholding Requirements.
|
| (f) |
A Deferral Election relating to a Plan Year may not be modified or revoked once
such Plan Year has commenced. Notwithstanding the foregoing, in the event a Participant
receives a distribution from the Plan due to Unforeseeable Emergency, the Participant’s
Deferral Election shall be terminated as soon as administratively feasible following
the distribution.
|
||
| (g) |
Any Option Award Deferrals or Share Deferrals shall remain subject to the
forfeiture and transfer restriction provisions of the Share Incentive Plan, any other
terms or conditions established by the Committee incident thereto or contained in the
award. If an Option Award shall vest during the Deferral Period, a Participant,
subject to any applicable securities law restrictions, may exercise such Option, with
any proceeds from the sale of such exercise (or net proceeds in the case of a net
exercise) credited to the Participant’s Account.
|
||
| (h) |
At the time of a Share Deferral election, a Participant shall have the right to
elect that all or a stated percentage of dividends related to such Share Deferral also
be deferred, subject to the same deferral period and distribution option in effect with
respect to the Share Awards to which the dividend is attributable; provided, however,
that, solely with respect to dividends that would otherwise be deferred after the
Participant’s separation from service, such an election shall terminate as of the date
of the Participant’s separation from service. If a dividend deferral is elected, any
and all such dividends shall be paid by the Employer to the Trustee, and shall be held
in trust and may be credited to the Cash Compensation Deferral Account or the Share
Deferral Account, as appropriate. If, at the time of the Share Deferral election, a
Participant does not elect such a dividend deferral, then all such dividends related to
that Share Deferral Election shall be paid to the Participant, subject to applicable
withholding.
|
| 3.2 |
Time of Contributions
. Cash Compensation Deferrals shall be transferred to the Trust as soon
as administratively feasible. The Employer shall also transmit at that time any necessary
instructions regarding the allocation of such amounts among the Accounts of Participants. Any
Option Deferral or Share Deferral shall initially be accounted for by the Employer and shall
be transferred to the Trustee at such time as the Employer shall, in its discretion,
determine.
|
7
| 3.3 |
Form of Contributions
. All Deferrals to the Trust shall be made in the form of cash or cash
equivalents of US currency, Share Awards or Option Awards.
|
8
| 4.1 |
Vesting of Deferrals
. A Participant shall have a 100% vested right to the portion of his
or her Account attributable to Cash Compensation Deferrals and any earnings on the deemed
investment of such Deferrals. A Participant shall vest in Option Deferrals and/or Share
Deferrals in accordance with the terms of the relevant Option Award or Share Award under the
Share Incentive Plan.
|
9
| 5.1 |
Bookkeeping Accounts
. The Administrator shall establish and maintain bookkeeping accounts
in the name of each Participant. The Administrator shall maintain a Cash Compensation
Deferral Account, Share Deferral Account and Option Deferral Account for each Participant.
|
|
| 5.2 |
Adjustment and Crediting of Accounts
.
|
| (a) |
The Administrator shall adjust the amounts credited to each Participant’s
Account to reflect Deferrals, distributions, and in the case of the Cash Compensation
Deferral Account the deemed investment experience of the Participant’s Investment Fund
selections and any other appropriate adjustments. Such adjustments shall be made as is
administratively necessary in the discretion of the Administrator.
|
||
| (b) |
The deemed investment experience credited to a Participant’s Cash Compensation
Deferral Account shall be determined on a periodic basis according to the earnings and
losses of the Investment Fund selections made by the Participant pursuant to his or her
Deferral Election. The earning and losses will be determined as if the amount credited
to the Participant’s Cash Compensation Deferral Account were actually invested in the
Investment Fund selected. Participants may select one or more of the Investment Funds
designated by the Administrator in whole percentages of the applicable Cash
Compensation Deferral Account balance. A Participant may change his or her selection
of Investment Funds at such time and in such manner as the Plan Administrator shall
permit. An election shall be effective as soon as administratively feasible following
the date of the change as indicated in writing by the Participant or such other means
as the Administrator may approve.
|
| 5.3 |
Investment of Trust Assets.
Deferrals hereunder may, in the sole discretion of the Employer,
be set aside in a Trust in order to facilitate the payments of benefits under this Plan. Any
such Trust assets attributable to Cash Compensation Deferral Accounts may be invested in an
Investment Fund but are not required to be invested in individual accounts mirroring the
bookkeeping Cash Compensation Deferral Accounts established in Section 5.1. Any such Trust
shall constitute an unfunded arrangement and shall not affect the status of the Plan as an
unfunded plan. Under no circumstances shall any Participant have any preferential or secured
right to or interest in any assets of such Trust, and the rights of each Participant (and if
applicable, any beneficiary) shall remain that of a general creditor of the Employer.
|
10
| 6.1 |
Commencement of Payment upon Separation from Service or Death.
|
| (a) |
Upon the separation from service of a Participant for any reason other than
death, payment of the vested amounts credited to his or her Account(s) shall commence
at such time as previously elected by the Participant. Notwithstanding the foregoing,
with respect to distribution to a Participant who is a Specified Employee on account of
separation from service for a reason other than death, Disability, or change of control
(as defined under Code Section 409A), distribution may not commence earlier than six
months following such Participant’s separation from service. If the Participant fails
to timely elect the date on which payment is to be made or commence, distribution shall
be made or commence on the first day following the date that is six months from the
date on which the Participant separated from service.
|
||
| (b) |
Upon the death of a Participant, all amounts credited to his or her Account
shall be payable to his or her beneficiary or beneficiaries at such time as previously
elected by the Participant. If the Participant fails to timely elect the date on which
such payment is to be made or commence, distribution shall be made or commence on the
first of the month following the date of death.
|
||
| (c) |
The Participant may elect to have distribution of Deferrals be made or commence
at any time following the expiration of six months following the Participant’s
separation date or, in the case of the Participant’s death, at any time following the
date of death, provided, however, that distribution may not commence later than 30
years following the Participant’s separation date; provided, further, that if the
Participant has fewer than 10 completed years of service with the Employer upon his or
her separation date and the Participant previously elected for distribution to be made
or commence on a date that is subsequent to the date on which the Post Separation
Period expires, the distribution date elected by the Participant shall be disregarded
and distribution will instead be made or commence on the date on which the Post
Separation Period expires. For purposes of determining a Participant’s length of
service to the Employer, service shall be measured from date of hire (or, in the case
of a Trust Manager, from the date of election to the Board) and anniversaries thereof.
|
| 6.2 |
Form of Payment
.
|
| (a) |
The Participant’s Account shall be payable in one of the following forms: (i)
in a lump sum payment; or (ii) in annual installments over a period of up to 20 years
(as elected by the Participant). However, if the Participant has fewer than 10
completed years of service with the Employer upon his or her separation date and the
Participant previously elected an installment period greater than his or her completed
years of service with the Employer, the installment period elected by the Participant
shall be disregarded and the installment period shall instead equal the Participant’s
completed years of service with the Employer. In accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii) and (iv) and for purposes of
Section 6.4 hereof, an election for distribution in the form of installment payments
shall be treated as an election of a series of separate payments.
|
11
| (b) |
The Participant’s benefit shall be distributed in the form previously elected
by the Participant. If the Participant fails to timely elect the form in which his or
her benefit is to be distributed, distribution shall be in the form of one lump sum.
|
| 6.3 |
Distribution Election
.
|
| (a) |
General Rule
. An election as to the date on which distribution is to be made or
commence and the form of payment shall be made by the Participant at the time the
Participant makes his or her initial Deferral Election and may be modified only as
provided in Section 6.4. The commencement of distribution and form of payment elected
by the Participant in his or her initial Deferral Election will be effective as to all
of the Participant’s Deferrals.
|
||
| (b) |
Special Rule for 2005 Elections.
In accordance with Internal Revenue Service
Notice 2005-1, the Administrator shall permit all Participants to make a distribution
election on or before December 31, 2005, and if a Participant files such a distribution
election on or before such date, such election shall be effective with respect to all
of the Participant’s Deferrals. Such an election is not required to satisfy the
provisions of Section 6.4 hereof and will not be treated as a change in the form or
timing of a payment under Code Section 409A(a)(4) or an acceleration of a payment under
Code Section 409A(a)(3).
|
||
| (c) |
Special Rule for 2006 Elections
. In accordance with Internal Revenue Service
guidance issued in connection with Proposed Treasury Regulation Sections
1.409A-1—1.409A-6, the Administrator shall permit all Participants to make a
distribution election on or before December 31, 2006, and if a Participant files such a
distribution election on or before such date, such election shall be effective with
respect to all of the Participant’s Deferrals; provided, however, that such election
shall be effective only if it relates to amounts that would otherwise not be payable in
2006 and does not cause an amount to be paid in 2006 that would not otherwise be
payable in 2006. Such an election is not required to satisfy the provisions of Section
6.4 hereof and will not be treated as a change in the form or timing of a payment under
Code Section 409A(a)(4) or an acceleration of a payment under Code Section 409A(a)(3).
|
| 6.4 |
Modifications to Distribution Elections.
A Participant may amend his or her previously-made
distribution election; provided, that any such amendment:
|
| (a) |
may not take effect until at least 12 months after such amendment to the
election is made;
|
||
| (b) |
except in the case of a distribution due to Unforeseeable Financial Emergency,
Disability, or the death of the Participant, must extend the period of deferral for
the first payment for which such amendment is made for a period of no less than five
years;
|
12
| (c) |
may not be made less than 12 months prior to the date of the first scheduled
payment of the amount to which such amendment is made; and
|
||
| (d) |
may not permit acceleration of the time or schedule of any payment under the
Plan, except as may be permitted by applicable Treasury Regulations.
|
| 6.5 |
Distribution Due to Unforeseeable Financial Emergency
. Amounts credited to a Participant’s
Account may not be distributed to or on behalf of a Participant prior to separation from
service unless the Participant shows, to the satisfaction of the Administrator, that the
Participant has encountered an Unforeseeable Financial Emergency. The amount distributed to a
Participant on account of Unforeseeable Financial Emergency may not exceed the amount
necessary to alleviate such Emergency, plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which
such hardship is or may be relieved through reimbursement or compensation by insurance, or
otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship).
|
|
| 6.6 |
Cashout Distribution
. Notwithstanding the preceding provisions of this Article VI, if at any
time the Participant’s vested interest in the Plan and any other non-qualified, defined
contribution plan sponsored by the Employer in which the Participant participates is $10,000
or less, the Administrator may distribute such interest to the Participant in one lump sum,
provided the following requirements are also satisfied:
|
| (a) |
The payment accompanies the termination of the entirety of the Participant’s
interest in the Plan, and all similar plans or arrangements that would constitute a
nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c);
|
||
| (b) |
The payment is made on or before the later of December 31 of the calendar year
in which the Participant separates from service or the 15th day of the third month
following the Participant’s separation from service; and
|
||
| (c) |
The Participant is not provided with an election with respect to receipt of the
payment.
|
13
| 7.1 |
Definitions.
All bolded terms in this Article VII shall have the meanings contained in
the Share Incentive Plan.
|
|
| 7.2 |
General.
An
Option Award
or
Share Award,
as defined in and pursuant to the Share Incentive
Plan and any subsequently adopted incentive plan, may be deferred as provided in this Article
VII.
|
|
| 7.3 |
Deferral of Options or Share Awards.
|
| (a) |
Elective Deferral
. A Participant
,
subject to the limitations below, may elect
to defer all or a portion of an
Option Award
or
Share Award
, on such terms as the
Administrator may permit, by completing an
Option Award
or
Share Award
Deferral
Agreement and submitting it to the Administrator prior to the calendar year in which
the
Option Award
or
Share Award
is made. With respect to
Share Awards
, such election
may be made only with respect to
Share Awards
made on or after January 1, 2005. With
respect to
Option Awards
, such election may be made only with respect to
Option Awards
made on or after January 1, 2005 and before January 1, 2006. Such Deferral Elections
shall be made pursuant to Section 3.1 hereof, in accordance with the provisions thereof
(with respect to such deferrals, the period of deferral is sometimes referred to as the
“Option Deferral Period” or the “Share Deferral Period” as the case may be) and shall
be distributed pursuant to Article VI hereof. The Administrator shall credit such
deferred
Option Awards
or
Share Awards
to a bookkeeping account (to be known as a
“Camden Option Account” or “Camden Share Award Account” as the case may be) for the
benefit of such Participant. The
Option Awards
or
Share Awards
so deferred initially
shall be accounted for by the Employer and shall be transferred to the Trustee at such
times as the Employer shall, in its discretion, determine. Any election to defer all or
a portion of a
Share Award
shall apply to any subsequent
Share Award
unless and until a
revised Deferral Election is submitted to the Administrator.
|
||
| (b) |
Special Election Related to Option Awards
. Notwithstanding the provisions of
Section 7.3(a) to the contrary, a Participant may elect, no later than March 15, 2005,
to defer all or a portion of an
Option Award
made prior to March 15, 2005, the proceeds
of which had not been paid or become payable as of March 15, 2005. The manner and
duration of such deferral shall be in accordance with the provisions of Articles III
and VI, to the extent not inconsistent with the terms of this Section 7.3(b), and in
accordance with procedures established by the Administrator. Following March 15, 2005,
such
Option Awards
shall not be eligible for deferral hereunder.
|
14
| (c) |
Issuance of Deferred Option Awards
. No Participant may elect to defer an
Option
Award made on or after January 1, 2006,
but the
Committee
may grant deferred
Option
Awards
on behalf of a Participant, in which case such
Option Awards
shall be credited immediately upon grant to the Participant’s Option
Deferral Account under the Plan. In making such a grant, the Committee shall specify
the date on which distribution is to be made or commence and the form of
distribution under Section 6.2(a) hereof, which may only be subsequently modified at
the election of the Participant if such modification is consistent with the
requirements of Section 6.4 hereof.
|
| 7.4 |
Terms and Conditions of Awards.
Any deferred
Option Awards
or
Share Awards
shall remain
subject to the forfeiture and transfer restriction provisions of the Share Incentive Plan and
any other terms and conditions established by the
Committee
incident thereto.
|
|
| 7.5 |
Exercise of Options
. Options may be exercised on behalf of a Participant by the Trustee at
any time during the applicable option exercise period, in which case the Trustee shall apply
such portion of the Compensation Deferral Account of the Participant as is necessary to
satisfy the exercise price and the shares so purchased shall be credited to the Camden Option
Account of the Participant, to be held and distributed in accordance with the Participant’s
distribution election under Section 6.3 hereof.
|
15
| 8.1 |
Beneficiaries
. Each Participant may from time to time designate one or more persons,
entities or his or her estate as his or her beneficiary under the Plan. Such designation shall
be made on a form prescribed by the Administrator.
|
|
| 8.2 |
Change of Beneficiary Designation
. Each Participant may at any time and from time to time,
change any previous beneficiary designation, without notice to or consent of any previously
designated beneficiary, by amending his or her previous designation on a form prescribed by
the Administrator.
|
|
| 8.3 |
Determination of Beneficiary.
|
| (a) |
If the beneficiary does not survive the Participant (or is otherwise
unavailable to receive payment), if the beneficiary does not survive until the final
payment is made or if no beneficiary is validly designated, then the amounts payable
under this Plan (or any remaining amount, as the case may be) shall be paid to the
Participant’s designated contingent beneficiary, if any, and, if none, to the
Participant’s surviving spouse, if any, and if none, to his or her surviving issue per
stirpes, if any, and, if none, to his or her estate and such person shall be deemed to
be a beneficiary hereunder. (For purposes of this Article, a per stirpes distribution
to surviving issue means a distribution to such issue as representatives of the
branches of the descendants of such Participant; equal shares are allotted for each
living child and for the descendants as a group of each deceased child of the deceased
Participant).
|
||
| (b) |
If more than one person is the beneficiary of a deceased Participant, each such
person shall receive a pro rata share of any death benefit payable unless otherwise
designated on the applicable form.
|
||
| (c) |
If a beneficiary who is receiving benefits dies, all benefits that were payable
to such beneficiary shall then be payable to the estate of that beneficiary.
|
||
| (d) |
If the Administrator has any doubt as to the proper beneficiary to receive
payments hereunder, the Employer shall have the right to withhold such payments until
the matter is finally adjudicated. However, any payment made by the Employer, in good
faith and in accordance with this Plan, shall fully discharge the Employer from all
further obligations with respect to that payment.
|
| 8.4 |
Lost Participant or Beneficiary
.
|
| (a) |
All Participants and beneficiaries shall have the obligation to keep the
Administrator informed of their current address until such time as all benefits due
have been paid.
|
||
| (b) |
If a Participant or beneficiary cannot be located by the Administrator
exercising due diligence, then, in its sole discretion, the Administrator may presume
that the Participant or beneficiary is deceased for purposes of the Plan and all unpaid
amounts (net of due diligence expenses) owed to the Participant or beneficiary shall
be paid to his/her estate. Any such presumption of death shall be final, conclusive
and binding on all parties.
|
16
| 9.1 |
Prohibition Against Funding
. Benefits payable under this Plan shall be paid from the
general assets of the Employer, or at the discretion of the Employer, from assets set aside in
a Trust to assist the Employer with meeting its obligations hereunder; provided, however, that
no person entitled to payment under this Plan shall have any claim, right, priority, security
interest, or other interest in any fund, trust, account, or other asset of the Employer that
may be looked to for such payment. The liability for the payment of benefits hereunder shall
be evidenced only by this Plan and by the existence of a bookkeeping account established and
maintained by the Employer for purposes of this Plan. It is the express intention of the
parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended.
|
|
| 9.2 |
Deposits in Trust
. Notwithstanding Section 9.1, or any other provision of this Plan to the
contrary, the Employer may deposit into the Trust any amounts it deems appropriate to pay the
benefits under this Plan. The amounts so deposited may include all contributions made
pursuant to a Deferral Election by a Participant and shall remain the general assets of the
Employer.
|
|
| 9.3 |
Withholding of Employee Contributions
. The Administrator is authorized to make any and all
necessary arrangements with the Employer in order to withhold the Participant’s Deferrals
under section 3.1 hereof from his or her Compensation. The Administrator shall determine the
amount and timing of such withholding but in all events any amounts must be withheld prior to
the date of which such Compensation is otherwise payable or paid to the Participant.
|
17
| 10.1 |
General
. In the event that a Participant or his or her beneficiary does not receive any
Plan benefit that is claimed, such Participant or beneficiary shall be entitled to
consideration and review as provided in this Article. Such consideration and review shall be
conducted in a manner designed to comply with section 503 of the Employee Retirement Income
Security Act of 1974, as amended.
|
|
| 10.2 |
Claim Review
. A Participant must submit a written claim for benefits to the Plan
Administrator. Upon receipt of any written claim for benefits, the Administrator shall give
due consideration to the claim presented. If the claim is denied to any extent by the
Administrator, the Administrator shall furnish the claimant with a written notice setting
forth (in a manner calculated to be understood by the claimant):
|
| (a) |
the specific reason or reasons for denial of the claim;
|
||
| (b) |
a specific reference to the Plan provisions on which the denial is based;
|
||
| (c) |
a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or information is
necessary; and
|
||
| (d) |
an explanation of the provisions of this Article.
|
| 10.3 |
Right of Appeal
. A claimant who has a claim denied under section 10.2 may appeal to the
Administrator for reconsideration of that claim. A claimant must file a written request for
reconsideration under this section within sixty (60) days after receipt by the claimant of the
notice of denial under section 10.2.
|
|
| 10.4 |
Review of Appeal
. Upon receipt of an appeal, the Administrator shall promptly take action to
give due consideration to the appeal. Such consideration may include a hearing of the parties
involved, if the Administrator feels such a hearing is necessary. In preparing for this appeal
the claimant shall be given the right to review documents relevant to his or her benefit claim
and the right to submit in writing a statement of issues and comments. After consideration of
the merits of the appeal, the Administrator shall issue a written decision which shall be
binding on all parties. The decision shall be written in a manner calculated to be understood
by the claimant and shall specifically state its reasons and pertinent Plan provisions on
which it relies. The Administrator’s decision shall be issued within sixty (60) days after the
appeal is filed, except that if a hearing is held the decision may be issued within one
hundred twenty (120) days after the appeal is filed.
|
|
| 10.5 |
Designation
. The Administrator may designate one or more of its members or any other person
of its choosing to make any determination required under this Article.
|
18
| 11.1 |
Administrator
.
|
| (a) |
The Administrator is expressly empowered to limit the amount of Compensation
that may be deferred; to deposit amounts into Trust(s) in accordance with this Plan; to
interpret the Plan, and to determine all questions arising in the administration,
interpretation and application of the Plan; to employ actuaries, accountants, counsel,
and other persons it deems necessary in connection with the administration of the Plan;
to request any information from the Employer it deems necessary to determine whether
the Employer would be considered insolvent or subject to a proceeding in bankruptcy;
and to take all other necessary and proper actions to fulfill its duties as
Administrator.
|
||
| (b) |
The Administrator shall not be liable for any actions taken by it hereunder,
unless due to its own negligence, willful misconduct or lack of good faith.
|
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| (c) |
The Administrator shall be indemnified and saved harmless by the Employer from
and against all personal liability to which it may be subject by reason of any act done
or omitted to be done in its official capacity as Administrator in good faith in the
administration of the Plan and Trust, including all expenses reasonably incurred in its
defense in the event the Employer fails to provide such defense upon the request of the
Administrator. The Administrator is relieved of all responsibility in connection with
its duties hereunder to the fullest extent permitted by law, short of breach of duty to
the Participants and beneficiaries.
|
| 11.2 |
No Assignment
. Benefits or payments under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant’s beneficiary, whether
voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, attach or garnish the same shall not be valid, nor shall any such benefit or
payment be in any way liable for or subject to the debts, contracts, liabilities, engagement
or torts of any Participant or beneficiary, or any other person entitled to such benefit or
payment pursuant to the terms of this Plan, except to such extent as may be required by law.
If any Participant or beneficiary or any other person entitled to a benefit or payment
pursuant to the terms of this Plan becomes bankrupt or attempts to anticipate, alienate, sell,
transfer, assign, pledge, encumber, attach or garnish any benefit or payment under this Plan,
in whole or in part, or if any attempt is made to subject any such benefit or payment, in
whole or in part, to the debts, contracts, liabilities, engagements or torts of the
Participant or beneficiary or any other person entitled to any such benefit or payment
pursuant to the terms of this Plan, then such benefit or payment, in the discretion of the
Administrator, shall cease and terminate with respect to such Participant or beneficiary, or
any other such person.
|
|
| 11.3 |
No Employment Rights
. Participation in this Plan shall not be construed to confer upon any
Participant the legal right to be retained in the employ of the Employer, or give a
Participant or beneficiary, or any other person, any right to any payment whatsoever,
except to the extent of the benefits provided for hereunder. Each Participant shall remain
subject to discharge to the same extent as if this Plan had never been adopted.
|
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| 11.4 |
Incompetence
. If the Administrator determines that any person to whom a benefit is payable
under this Plan is incompetent by reason of physical or mental disability, the Administrator
shall have the power to cause the payments becoming due to such person to be made to another
for his or her benefit without responsibility of the Administrator or the Employer to see to
the application of such payments. Any payment made pursuant to such power shall, as to such
payment, operate as a complete discharge of the Employer, the Administrator and the Trustee.
|
|
| 11.5 |
Identity
. If, at any time, any doubt exists as to the identity of any person entitled to any
payment hereunder or the amount or time of such payment, the Administrator shall be entitled
to hold such sum until such identity or amount or time is determined or until an order of a
court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay
such sum into court in accordance with the appropriate rules of law. Any expenses incurred by
the Employer, Administrator, and Trust incident to such proceeding or litigation shall be
charged against the Account of the affected Participant.
|
|
| 11.6 |
Other Benefits
. The benefits of each Participant or beneficiary hereunder shall be in
addition to any benefits paid or payable to or on account of the Participant or beneficiary
under any other pension, disability, annuity or retirement plan or policy whatsoever.
|
|
| 11.7 |
Expenses
. All expenses incurred in the administration of the Plan, whether incurred by the
Employer or the Plan, shall be paid by the Employer. Notwithstanding the foregoing, fees
incurred as a result of investment activity in an individual Account shall be assessed against
such Account if such Account is maintained on behalf of a former Participant.
|
|
| 11.8 |
Insolvency
. Should the Employer be considered insolvent (as defined by the Trust), the
Employer, through its Board and chief executive officer, shall give immediate written notice
of such to the Administrator of the Plan and the Trustee. Upon receipt of such notice, the
Administrator or Trustee shall comply with the applicable terms of the Trust.
|
|
| 11.9 |
Amendment and Termination
.
|
| (a) |
Except as otherwise provided in this Section, Camden Property Trust shall have
the sole authority to modify, amend or terminate this Plan; provided, however, that any
modification or termination of this Plan shall not reduce, without the consent of a
Participant, a Participant’s right to any vested amounts already credited to his or her
Account. Following such Plan termination, payment of such credited amounts shall be
made in a single sum payment thirty (30) days following Plan termination or, if
subparagraph (iii) of this Section 11.9(a) is applicable, at the time provided in such
subparagraph (iii). Distributions upon Plan termination shall in all events comply with
guidance issued under Code Section 409A.
|
||
|
Camden Property Trust may terminate the Plan upon occurrence of any one of the
following:
|
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| (i) |
Within twelve (12) months of Camden Property Trust’s
dissolution taxed under Section 331 of the Code or with the approval of a
bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the
amounts deferred under the Plan are included in the Participants’ gross income
in the latest of:
|
| (1) |
The calendar year in which the Plan termination
occurs;
|
||
| (2) |
The calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or
|
||
| (3) |
The first calendar year in which the payment is
administratively practicable.
|
| (ii) |
Within the thirty (30) days preceding or the twelve (12) months
following a change in control (within the meaning of Code Section 409A and
related guidance issued thereunder), provided all substantially similar
arrangements sponsored by Camden Property Trust are also terminated, so that
the Participant and all participants under substantially similar arrangements
are required to receive all amounts of compensation deferred under the
terminated arrangements within twelve (12) months of the date of termination of
the arrangements.
|
||
| (iii) |
At the discretion of Camden Property Trust, provided that all
of the following requirements are satisfied:
|
| (1) |
The termination does not occur proximate to a
downturn in the financial health of Camden Property Trust;
|
||
| (2) |
All arrangements sponsored by Camden Property
Trust that would be aggregated with any terminated arrangement under
Treasury Regulation Section 1.409A-1(c) if the same Participant
participated in all of the arrangements are terminated;
|
||
| (3) |
No payments other than payments that would be
payable under the terms of the arrangements if the termination had not
occurred are made within twelve (12) months of the termination of the
arrangements;
|
||
| (4) |
All payments are made within twenty-four (24)
months of the termination of the arrangements; and
|
||
| (5) |
Camden Property Trust does not adopt a new
arrangement that would be aggregated with any terminated arrangement
under Treasury Regulation Section 1.409A-1(c) if the same Participant
participated in both arrangements, at any time within three (3) years
following the date of termination of the arrangement.
|
21
| (iv) |
Such other events and conditions as the Commissioner of
Internal Revenue may prescribe in generally applicable guidance published in
the Internal Revenue Bulletin.
|
| (b) |
A Participant shall have a right to the vested portion of his or her Account in
the event of the termination of the Plan.
|
| 11.10 |
Employer Determinations
. Any determinations, actions or decisions of the Employer (including
but not limited to, Plan amendments and Plan termination) shall be made by the Board in
accordance with its established procedures or by such other individuals, groups or
organizations that have been properly delegated by the Board to make such determination or
decision.
|
|
| 11.11 |
Construction
. All questions of interpretation, construction or application arising under or
concerning the terms of this Plan shall be decided by the Administrator, in its sole and final
discretion, whose decision shall be final, binding and conclusive upon all persons.
|
|
| 11.12 |
Governing Law
. This Plan shall be governed by, construed and administered in accordance with
the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended,
Code Section 409A, and any other applicable federal law and any applicable guidance issued
under any such law, provided, however, that to the extent not preempted by federal law, this
Plan shall be governed by, construed and administered under the laws of the State of Texas,
other than its laws respecting choice of law.
|
|
| 11.13 |
Severability
. If any provision of this Plan is held invalid or unenforceable, its invalidity
or unenforceability shall not affect any other provision of this Plan and this Plan shall be
construed and enforced as if such provision had not been included therein. If the inclusion
of any Employee (or Employees) as a Participant under this Plan would cause the Plan to fail
to be maintained solely for a select group of highly compensated or management employees, then
the Plan shall be severed with respect to such Employee or Employees who shall be considered
to be participating in a separate arrangement.
|
|
| 11.14 |
Headings
. The Article headings contained herein are inserted only as a matter of convenience
and for reference and in no way define, limit, enlarge or describe the scope or intent of this
Plan nor in any way shall they affect this Plan or the construction of any provision thereof.
|
|
| 11.15 |
Entire Agreement
. This instrument contains the entire terms of the Plan and supersedes any
prior understandings or written documents which have heretofore set forth the terms of the
Plan and/or any oral agreements between the Employer and any of the Participants respecting
the within subject matter. No modification, amendment, change, or discharge of any term or
provision of this Plan shall be valid or binding unless the same is in writing and signed by a
duly authorized officer of the Employer.
|
|
| 11.16 |
Terms
. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read
as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.
|
22
| 11.17 |
Real Estate Investment Trust (“REIT”) Status.
The Plan shall not permit the Deferral by any
person that would result in Camden Property Trust being “closely held” within the meaning of
Section 856(h) of the Code, or otherwise failing to qualify as a REIT under Section 856
et
seq.
of the Code (including but not limited to ownership that would result in Camden Property
Trust owning (actually or constructively) an interest in a tenant that is described in Section
856(d)(2)(B) of the Code if the income derived by Camden Property Trust (either directly or
indirectly through its affiliates) from such tenant may cause Camden Property Trust to fail to
satisfy any of the gross income requirements of Section 856(c) of the Code).
|
|
|
Notwithstanding any other provision in the Plan or Trust, in the event that legal counsel
for Camden Property Trust delivers an opinion to Camden Property Trust to the effect that
the continuation of the Plan would result in a material risk that Camden Property Trust
would lose its status as a REIT pursuant to Sections 856
et seq.
of the Code, and Camden
Property Trust determines in good faith that there is no feasible alternative that would
result in the continuation of the Plan and the preservation of Camden Property Trust’s REIT
status, then the Board may terminate the Plan with respect to any Participant(s); provided,
that, in such case the Board shall provide the Participant(s) with reasonable prior written
notice. Any amendment to the Plan will be binding upon all Participants and Beneficiaries,
the Committee and all other parties in interest.
|
||
| 11.18 |
Compliance with Internal Revenue Code.
This plan is intended to be a nonqualified deferred
compensation plan within the definition of Section 409A of the Code, and is intended to meet
all the requirements of that and any other applicable Code sections. The Plan may be amended
to ensure compliance with such laws.
|
23
|
CAMDEN PROPERTY TRUST
|
||||
| By: | /s/ Dennis M. Steen | |||
| Dennis M. Steen | ||||
|
Chief Financial Officer, Senior Vice
President-Finance and Secretary |
||||
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