All severance payments and benefits under the Executive Severance Policy are
subject to applicable withholding obligations, the participants execution and
non-revocation
of a release of claims, and compliance with certain
non-competition,
non-disclosure
and
non-solicitation
covenants set forth in a restrictive covenant agreement that is appropriate for the participants position.
The Executive Severance Policy will remain in effect, subject to amendment, until terminated by the Board. The Board may
terminate or amend the Executive Severance Policy at any time, so long as at least ninety days prior notice is provided to any participant if the termination or amendment of the Executive Severance Policy would materially or adversely affect
the rights of the participant.
Non-Competition
and
Non-Solicitation
Agreements
Effective in January 2002 for Mr. Considine,
and in connection with their employment and/or promotions by Aimco for Messrs. Beldin, Bezzant, and Kimmel and Ms. Cohn, Aimco entered into certain
non-competition
and
non-solicitation
agreements with each executive. Mr. Considines 2002
non-competition
and
non-solicitation
agreement
was replaced by his 2008 Employment Agreement. Pursuant to these agreements, each of these NEOs agreed that during the term of his or her employment with the Company and for a period of two years following the termination of his or her employment,
except in circumstances where there was a change in control of the Company, he or she would not (i) be employed by a competitor of the Company named on a schedule to the agreement, (ii) solicit other employees to leave the Companys
employment, or (iii) solicit customers of Aimco to terminate their relationship with the Company. The agreements further required that the NEOs protect Aimcos trade secrets and confidential information. For Messrs. Beldin, Bezzant, and
Kimmel and Ms. Cohn, the agreements provide that in order to enforce the above-noted
non-competition
condition following the executives termination of employment by the Company without cause, each
such executive will receive, for a period not to extend beyond the earlier of 24 months following such termination or the date of acceptance of employment with a
non-competitor,
(i) non-compete
payments in an amount, if any, to be determined by the Company in its sole discretion and (ii) a monthly payment equal to
two-thirds
(2/3) of
such executives monthly base salary at the time of termination. For purposes of these agreements, cause is defined to mean, among other things, the executives (i) breach of the agreement, (ii) failure to perform
required employment services, (iii) misappropriation of Company funds or property, (iv) conviction, plea of guilty, or plea of no contest to a crime involving fraud or moral turpitude, or (v) negligence, fraud, breach of fiduciary
duty, misconduct or violation of law.
Equity Award Agreements
Double Trigger Vesting Upon Change in Control
.
The award agreements pursuant to which restricted stock, LTIP unit
and/or stock option awards have been granted to Messrs. Considine, Beldin, Bezzant, and Kimmel and Ms. Cohn, as applicable, provide that if (i) a change in control occurs and (ii) the executives employment with the Company is
terminated either by the Company without cause or by the executive for good reason, in either case, within twelve months following the change in control, then (a) for time-based options and/or restricted stock, all outstanding shares of
restricted stock and/or unvested stock options shall become immediately and fully vested and exercisable, and all vested options will remain exercisable for the remainder of the term of the option, and (b) for performance-based options,
restricted stock and/or LTIP unit awards, shares, unvested options and/or units will vest based on the higher of actual or target performance through the truncated performance period ending on the date of the change in control, and all vested
options will remain exercisable for the remainder of the term of the option.
Accelerated Vesting Upon Termination of
Employment Due to Death or Disability
.
Pursuant to the 2017 Employment Agreement, as set forth above, if Mr. Considines employment is terminated due to his death or disability, and all outstanding equity awards will become
immediately and fully vested and be treated in accordance with the terms of the applicable award agreement. The award agreements pursuant to which restricted stock, LTIP unit and/or stock option awards have been granted to Messrs. Considine, Beldin,
Bezzant, and Kimmel and Ms. Cohn, as applicable, provide that upon a termination of employment due to death or disability, then (a) for time-based options and/or restricted stock, all outstanding shares of restricted stock and/or unvested
stock options shall become immediately and fully vested and exercisable, and all vested options will remain exercisable for the remainder of the term of the option, and (b) for performance-based options, restricted stock and/or LTIP unit
awards, shares, unvested options and/or units will vest based on the higher of actual or target performance through the date of termination, and all vested options will remain exercisable for the remainder of the term of the option.
Other Benefits; Perquisite Philosophy
Aimcos executive officer benefit programs are substantially the same as for all other eligible officers and employees.
Aimco does not provide executives with more than minimal perquisites, such as reserved parking places.
Stock Ownership Guidelines and Required Holding
Periods After Vesting
Aimco believes that it is in the best interest of Aimcos stockholders for Aimcos
executive officers to own Aimco stock. Every year, the Committee and Mr. Considine review Aimcos stock ownership guidelines, each executive officers holdings in light of the stock ownership guidelines, and each executive
officers accumulated realized and unrealized stock option and restricted stock gains.
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