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ACC > SEC Filings for ACC > Form 8-K on 21-Mar-2013All Recent SEC Filings

Show all filings for AMERICAN CAMPUS COMMUNITIES INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Change in Directors o

Item 1.01 Entry into a Material Definitive Agreement

In connection with the filing by American Campus Communities, Inc. (the "Company") of its proxy statement for the 2013 annual meeting of stockholders, William W. Talbot became a named executive officer of the Company. The Company has entered into an employment agreement, as amended, with Mr. Talbot pursuant to which Mr. Talbot serves as the Company's Executive Vice President and Chief Investment Officer. The employment agreement requires Mr. Talbot to devote substantially full-time attention and business time to the Company's affairs. The term of the agreement will end upon Mr. Talbot's termination of employment as discussed below.

The employment agreement provides for:

an annual base salary of $280,000, subject to increase in accordance with the Company's normal executive compensation practices;

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

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

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

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;

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

payment towards the cost of health continuation coverage in an amount equal to the difference between the amount paid by Mr. Talbot for health insurance coverage under the Company's health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, for the remaining term of his noncompetition agreement, subject to reduction to the extent he receives comparable benefits from a subsequent employer.

The employment agreement and first amendment thereto with Mr. Talbot are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The foregoing summary description of the employment agreement is qualified in its entirety by reference to the employment agreement.

Concurrently with the execution of the employment agreement, the Company entered into a confidentiality and noncompetition agreement with Mr. Talbot under which he has agreed not to (i) conduct, directly or indirectly, any business involving the development, acquisition, sale 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 him 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. Mr. Talbot will be bound by his non-competition 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

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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