Voting Agreement/Colonial Properties Trust & Glade M. Knight

EXHIBIT 10.1


VOTING AGREEMENT


(GLADE M. KNIGHT)


THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of October 25, 2004 by and among COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust ("COLONIAL") and GLADE M. KNIGHT AND JAMN LTD PARTNERSHIP LLC (such persons individually and collectively, the "CORNERSTONE SECURITYHOLDER").


WHEREAS, Colonial and Cornerstone Realty Income Trust, Inc., a Virginia corporation ("CORNERSTONE") are entering into an Agreement and Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT"), pursuant to which Cornerstone will be merged with and into a wholly owned subsidiary of Colonial ("COLONIAL MERGER SUB") (the "MERGER"), with Colonial Merger Sub as the survivor of the Merger (all capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement);


WHEREAS, the Cornerstone Securityholder is the beneficial and record owner of issued and outstanding shares of common stock, no par value, of Cornerstone (such shares, together with any shares acquired hereafter, the "CORNERSTONE COMMON SHARES"), as more particularly described on Schedule 1 hereto;


WHEREAS, the Cornerstone Securityholder is the beneficial and record owner of options to purchase Cornerstone Common Shares (such options, together with any options acquired hereafter, the "CORNERSTONE OPTIONS"), as more particularly described on Schedule 1 hereto; and


WHEREAS, in accordance with the Recitals of the Merger Agreement, the Cornerstone Securityholder desires to execute and deliver this Agreement solely in its capacity as a holder of Cornerstone Common Shares.


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, intending to be legally bound hereby, as follows:


SECTION 1. DISPOSITION OF CORNERSTONE COMMON SHARES


During the period from the date hereof through the earlier of (i) the date on which the Merger is consummated or (ii) the date on which the Merger Agreement is terminated according to its terms (such period hereinafter referred to as the "TERM"), the Cornerstone Securityholder shall not, directly or indirectly, and shall cause each record holder not to, directly or indirectly, (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other agreement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Cornerstone Common Shares or Cornerstone Options, (b) grant any proxies for any Cornerstone Common Shares with respect to any matters described in paragraph (a) of Section 2 hereof (other than a proxy directing the holder thereof to vote the Cornerstone Common Shares in a manner required by paragraph (a) of Section 2 hereof), (c) deposit any Cornerstone Common Shares into a voting trust or enter into a voting agreement with respect to any Cornerstone Common Shares with respect to any of the matters described in paragraph (a) of Section 2 hereof, or tender any Cornerstone Common Shares in a transaction other than a transaction contemplated by the Merger Agreement, or (d) take any action which is intended to have the effect of preventing or disabling the Cornerstone Securityholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prevent the sale, transfer, pledge, encumbrance, assignment or other disposition of any of such Cornerstone Common Shares, provided that the purchaser, transferee, pledgee or assignee thereof agrees in writing, prior to such sale, transfer, pledge, encumbrance, assignment or other disposition, to be bound by the terms of this Agreement.


SECTION 2. VOTING


(a) During the Term, the Cornerstone Securityholder shall cast or cause to be cast all votes attributable to the Cornerstone Common Shares at any annual or special meeting of shareholders of Cornerstone, including any adjournments or postponements thereof, or in connection with any written consent or other vote of Cornerstone shareholders, (i) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (including any amendments or modifications of the terms of the Merger Agreement approved by the board of directors of Cornerstone that would not materially adversely affect the Cornerstone Securityholder in its capacity as beneficial owner of Cornerstone Common Shares) and (ii) against approval or adoption of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) made or taken in opposition to or in competition with the Merger.


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(b) The Cornerstone Securityholder will retain the right to vote its Cornerstone Common Shares, in its sole discretion, on all matters other than tho ...