8-K

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 1, 2007

AMERICAN CAMPUS COMMUNITIES, INC.

(Exact name of Registrant as specified in its Charter)

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

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

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

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

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

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))

TABLE OF CONTENTS

Employment Agreement - Jonathan A. Graf

Amendment No. 2 to Employment Agreement - William C. Bayless, Jr.

Amendment No. 2 to Employment Agreement - Brian B. Nickel

Amendment No. 1 to Employment Agreement - Greg A. Dowell

Amendment No. 1 to Employment Agreement - James C. Hopke, Jr.

Amendment No. 1 to 2004 Incentive Award Plan

Item 1.01 Entry into a Material Definitive Agreement

     American Campus Communities, Inc. (the “Company”) has entered into an employment agreement, effective as of November 1, 2007, with Jonathan A. Graf pursuant to which Mr. Graf will serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer. The employment agreement requires Mr. Graf to devote substantially full-time attention and business time to the Company’s affairs. The term of the agreement will end upon Mr. Graf’s termination of employment as discussed below.

     The employment agreement provides for:

• an annual base salary of $191,500, 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. Graf’s employment is terminated by the Company without “cause” or by Mr. Graf for “good reason” (each as defined in the employment agreement), Mr. Graf 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. Graf 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 with Mr. Graf is attached hereto as Exhibit 99.1 and is 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. Graf under which he has agreed not to (i) conduct, directly or indirectly, any business involving the development, acquisition, sale or

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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. Graf 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 99.2 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.

     The Company has entered into an amendment to employment agreement, effective as of November 1, 2007, with each of William C. Bayless, Jr., Brian B. Nickel, Greg A. Dowell and James C. Hopke, Jr. The Company has also amended its 2004 Incentive Award Plan, effective as of November 2, 2007. The primary purpose of each such amendment was to cause the employment agreements and the 2004 Incentive Award Plan, 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.

     Such amendments are attached hereto as Exhibits 99.3, 99.4, 99.5, 99.6 and 99.7 and are incorporated herein by reference. The foregoing summary description of such amendments is qualified in its entirety by reference to such amendments.

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

     Brian B. Nickel has been appointed as the Company’s Senior Executive Vice President-Capital Market Strategies, Chief Investment Officer and Secretary effective as of November 1, 2007, at an annual base salary of $297,000. Mr. Nickel served as Executive Vice President, Chief Financial Officer and Secretary of the Company from May 2005 to November 1, 2007 and as Executive Vice President, Chief Investment Officer and Secretary of the Company from October 2003 to May 2005. Mr. Nickel has served on the Company’s Board of Directors since August 2004. Mr. Nickel joined the Company’s predecessor entities in June 1996 as Director of Business Development and has served in various capacities including Director of Acquisitions, Vice President of Acquisitions, Vice President of On-campus Development, and Senior Vice President of Development. Prior to joining the Company, Mr. Nickel held positions in the investment banking firm of Kidder, Peabody Company and with the corporate finance group of LaSalle Partners. Age: 35.

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     Greg A. Dowell has been appointed as the Company’s Senior Executive Vice President and Chief Operating Officer effective as of November 1, 2007 at an annual base salary of $228,750. Mr. Dowell served as Executive Vice President and Chief of Operations of the Company from May 2005 until November 1, 2007 and as Senior Vice President and Chief of Operations of the Company from August 2004 until May 2005. Mr. Dowell joined the Company’s predecessor entities in October 2001 as Senior Vice President — Management Services. Prior to this, Mr. Dowell was employed by Century Development from 1991 to 2001 where he began his tenure as accountant and ultimately served as Senior Vice President over the operations of their 29 property student housing portfolio. Age: 43.

     Jonathan A. Graf has been appointed as the Company’s Executive Vice President, Chief Financial Officer and Treasurer effective as of November 1, 2007. Mr. Graf served as Senior Vice President, Chief Accounting Officer and Treasurer of the Company since from May 2005 until November 1, 2007 and as Vice President and Controller of the Company from October 2004 until May 2005. From September 1994 to September 2004, he served in various capacities at Southern Union Company, most recently as Vice President and Controller. From 1988 until 1994, he was an audit manager and information systems auditor at Ernst & Young LLP. Age: 42.

     James C. Hopke, Jr. has been appointed as the Company’s Executive Vice President- Project Management and Construction effective as of November 1, 2007. Mr. Hopke served as Executive Vice President and Chief Investment Officer of the Company from May 2005 until November 1, 2007. From November 2002 to April 2005, Mr. Hopke served as Vice President, Asset Management and Advisory Services for Wachovia Securities’ Real Estate Capital Markets group. From February 2000 to November 2002, he served as Senior Vice President, Acquisitions of the Company’s predecessor entities. Mr. Hopke was previously a Vice President of JPI Development and Insignia Financial Group, and is a former MAI Member of The Appraisal Institute. Age: 45.

     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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SIGNATURES

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

Date: November 5, 2007	AMERICAN CAMPUS COMMUNITIES, INC.
	By:	/s/ Jonathan A. Graf
		Jonathan A. Graf
		Executive Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit
Number	Title
99.1	Employment Agreement, dated as of November 1, 2007, between Jonathan A. Graf and American Campus Communities, Inc.
99.2	Form of Confidentiality and Noncompetition Agreement. Incorporated by reference to Exhibit 10.9 to American Campus Communities, Inc.’s Registration Statement on Form S-1 (Registration No. 333-114813).
99.3	Amendment No. 2 to Employment Agreement, dated as of November 1, 2007, between William C. Bayless, Jr. and American Campus Communities, Inc.
99.4	Amendment No. 2 to Employment Agreement, dated as of November 1, 2007, between Brian B. Nickel and American Campus Communities, Inc.
99.5	Amendment No. 1 to Employment Agreement, dated as of November 1, 2007, between Greg A. Dowell and American Campus Communities, Inc.
99.6	Amendment No. 1 to Employment Agreement, dated as of November 1, 2007, between James C. Hopke, Jr. and American Campus Communities, Inc.
99.7	Amendment No. 1 to American Camus Communities, Inc. 2004 Incentive Award Plan, dated as of November 2, 2007.
99.8	Employment Agreement, dated as of August 11, 2004, between William C. Bayless, Jr. and American Campus Communities, Inc. Incorporated by reference to Exhibit 10.6 to American Campus Communities, Inc.’s Registration Statement on Form S-1 (Registration No. 333-114813).
99.9	Amendment No. 1 to Employment Agreement, dated as of April 28, 2005, between William C. Bayless, Jr. and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.6 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.
99.10	Employment Agreement, dated as of August 11, 2004, between Brian B. Nickel and American Campus Communities, Inc. Incorporated by reference to Exhibit 10.7 to American Campus Communities, Inc.’s Registration Statement on Form S-1 (Registration No. 333-114813).
99.11	Amendment No. 1 to Employment Agreement, dated as of April 28, 2005, between Brian B. Nickel and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.7 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.

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Exhibit
Number	Title
99.12	Employment Agreement, dated as of April 18, 2005, between James C. Hopke, Jr., and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.
99.13	Employment Agreement, dated as of April 28, 2005, between Greg A. Dowell and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.
99.14	American Campus Communities, Inc. 2004 Incentive Award Plan. Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.

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EX-99.1

EXHIBIT 99.1

EMPLOYMENT AGREEMENT

          This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2007, by and between American Campus Communities, Inc. (the “Company”) and Jonathan A. Graf (“Executive”).

W I T N E S S E T H:

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

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

     Section 1. Definitions.

          (a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of termination of Executive’s employment, (iii) any earned but unpaid holiday, vacation or paid time off; and (iv) any expenses incurred in accordance with Section 7, below, that remain unpaid or unreimbursed as of the date of termination of Executive’s employment. The Accrued Obligations shall be paid within five (5) business days of the termination of Executive’s employment under this Agreement, except amounts payable with respect to unpaid Annual Bonus, which shall be paid on the earliest of (i) the first (1^st) anniversary of the date upon which Executive’s Annual Bonus was paid in respect of the prior year, (ii) at such time Annual Bonus amounts are paid to other senior executives, or (iii) March 15^th of the calendar year following such termination of Executive’s employment.

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

          (c) “Additional Payment” shall have the meaning set forth in Section 9 below.

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

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

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

          (g) “Board” shall mean the Board of Directors of the Company.

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

          (i) “Change in Control” shall mean:

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

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

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

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

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

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

          (m) “Effective Date” shall mean November 1, 2007.

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

          (o) “Good Reason” shall mean, without Executive’s consent, (i) any material diminution or change in the nature or scope of Executive’s functions, duties, position, responsibilities, or reporting relationships that are inconsistent with Executive’s titles (as specified in Section 3(a) hereof) or this Agreement; (ii) the relocation of Executive’s principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company in a transaction constituting a “Change in Ownership or Effective Control” within the meaning of the regulations issued under Section 409A of the Code; or (iv) a breach by the Company of any material provision of this Agreement.

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

          (q) “Restricted Period” shall have the meaning set forth in the Noncompete Agreement.

          (r) “Severance Term” shall have the period specified in Section 8(d)(ii) below.

          (s) “Term of Employment” shall mean the period specified in Section 2 below.

     Section 2. Acceptance and Term of Employment.

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

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

          (a) During the Term of Employment, Executive shall be employed and serve as the Executive Vice President, Chief Financial Officer and Treasurer of the Company (together

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

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

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

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

          (a) Base Salary. Executive shall be paid an initial Base Salary (the “Base Salary”), at the annual rate of no less than $191,500, subject to applicable and authorized deductions and withholdings and payable in accordance with the regular payroll practices of the Company. Such Base Salary may be increased by the Board in its discretion, but in no event may be decreased.

          (b) Annual Bonus. Executive shall be eligible for an annual cash bonus award determined by the Compensation Committee of the Board in respect of each fiscal year during the Term of Employment (the “Annual Bonus”); provided, however, that in the event the Company adopts an annual bonus plan for its senior executives, Executive shall participate in such plan on the same basis as other senior executives of the Company (with appropriate adjustment due to differences in title and salary). Executive shall receive the Annual Bonus in respect of any year at the same time as bonuses are paid to other executive officers of the

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Company, but in no event later than ninety (90) days after the end of the fiscal year for which the bonus is payable.

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

     Section 5. Employee Benefits.

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

     Section 6. Key-Man Insurance.

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

     Section 7. Reimbursement of Business Expenses.

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

     Section 8. Termination of Employment.

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

          (b) Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon his death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. In the event Executive’s employment is

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terminated due to his death or Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to the Accrued Obligations.

          (c) Termination by the Company for Cause.

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

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

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

               (i) The Accrued Obligations;

               (ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (y) to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the Annual Bonus paid or payable to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary as of the date of termination, such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment;

               (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the

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denominator of which equals 365; such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment; and

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

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

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

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

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

     Section 9. Additional Payment.

          (a) In the event that payments or benefits made or provided to Executive under this Agreement and under any other plan, program or agreement of the Company, or any of their respective affiliates (the “Aggregate Payment”) are or become subject to the Excise Tax,

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the Company shall pay to Executive an additional amount (the “Additional Payment”) such that the net amount retained by Executive with respect to the Aggregate Payment, after deduction of any Excise Tax on the Aggregate Payment and any Federal, state and local income tax and Excise Tax on the Additional Payment (and any interest and penalties thereon), but before deduction for any Federal, state or local income or employment tax withholding on such Aggregate Payment, shall be equal to the amount of the Aggregate Payment.

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

          (c) For purposes of determining the amount of the Additional Payment, Executive shall be deemed to pay:

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

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

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

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

     Section 10. Noncompete Agreement.

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

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     Section 11. Representations and Warranties of Executive.

          Executive represents that:

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

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

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

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

     Section 12. Taxes.

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

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

          (a) The Company. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would, be required to perform it if no such purchase, succession or assignment had taken place.

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

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     Section 14. Waiver and Amendments.

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

     Section 15. Severability and Governing Law.

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

     Section 16. Notices.

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

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

     Section 17. Dispute Resolution.

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

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attorney’s fee or costs expended in the course of such arbitration or enforcement of the awarded rendered thereunder. The location for the arbitration shall be Austin, Texas. Any award made by such arbitrator shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

     Section 18. Section Headings.

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

     Section 19. Entire Agreement.

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

     Section 20. Survival of Operative Sections.

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

     Section 21. Counterparts.

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

*    *    *

[Signatures to appear on the following page.]

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

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer

/s/ Jonathan A. Graf  

Jonathan A. Graf 

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EX-99.3

EXHIBIT 99.3

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (this “Amendment”), dated as of November 1, 2007, by and between American Campus Communities, Inc. (the “Company”) and William C. Bayless, Jr. (“Executive”).

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

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

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

     1. Accrued Obligations. Section 1(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

     “(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of termination of Executive’s employment, (iii) any earned but unpaid holiday, vacation or paid time off; and (iv) any expenses incurred in accordance with Section 7, below, that remain unpaid or unreimbursed as of the date of termination of Executive’s employment. The Accrued Obligations shall be paid within five (5) business days of the termination of Executive’s employment under this Agreement, except amounts payable with respect to unpaid Annual Bonus, which shall be paid on the earliest of (i) the first (1st) anniversary of the date upon which Executive’s Annual Bonus was paid in respect of the prior year, (ii) at such time Annual Bonus amounts are paid to other senior executives, or (iii) March 15^th of the calendar year following such termination of Executive’s employment.”

     2. Good Reason. Section 1(n) of the Employment agreement is amended and restated to read in its entirety as follows:

     “(o) “Good Reason” shall mean, without Executive’s consent, (i) any material diminution or change in the nature or scope of Executive’s functions, duties, position, responsibilities, or reporting relationships that are inconsistent with Executive’s titles (as specified in Section 3(a) hereof) or this Agreement; (ii) the relocation of Executive’s principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company in a transaction constituting a “Change in Ownership or Effective Control” within the meaning of the regulations issued under Section 409A of the Code; or (iv) a breach by the Company of any material provision of this Agreement.”

     3. Termination By The Company Without Cause. Section 8(d) of the Employment Agreement is amended and restated to read in its entirety as follows:

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

               (i) The Accrued Obligations;

               (ii) An amount equal to 2.99 times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (y) to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the Annual Bonus paid or payable to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary as of the date of termination, such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment;

               (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment; and

               (iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company’s health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the expiration of the Restricted Period Executive is eligible to receive health insurance benefits from a subsequent

2

employer, payments under this subsection (iv) shall cease as of the date Executive becomes eligible.”

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

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

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

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

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ Brian B. Nickel
	Brian B. Nickel Senior Executive Vice President—Capital Market Strategies, Chief Investment Officer and Secretary
/s/ William C. Bayless, Jr.
William C. Bayless, Jr.

4

EX-99.4

EXHIBIT 99.4

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (this “Amendment”), dated as of November 1, 2007, by and between American Campus Communities, Inc. (the “Company”) and Brian B. Nickel (“Executive”).

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

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

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

     1. Position, Duties and Responsibilities. The first sentence of Section 3(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

“During the Term of Employment, Executive shall be employed and serve as the Senior Executive Vice President-Capital Market Strategies, Chief Investment Officer and Secretary of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title and shall report to the Company’s Chief Executive Officer.”

     2. Accrued Obligations. Section 1(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

     “(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of termination of Executive’s employment, (iii) any earned but unpaid holiday, vacation or paid time off; and (iv) any expenses incurred in accordance with Section 7, below, that remain unpaid or unreimbursed as of the date of termination of Executive’s employment. The Accrued Obligations shall be paid within five (5) business days of the termination of Executive’s employment under this Agreement, except amounts payable with respect to unpaid Annual Bonus, which shall be paid on the earliest of (i) the first (1st) anniversary of the date upon which Executive’s Annual Bonus was paid in respect of the prior year, (ii) at such time Annual Bonus amounts are paid to other senior executives, or (iii) March 15^th of the calendar year following such termination of Executive’s employment.”

     3. Good Reason. Section 1(n) of the Employment agreement is amended and restated to read in its entirety as follows:

     “(o) “Good Reason” shall mean, without Executive’s consent, (i) any material diminution or change in the nature or scope of Executive’s functions,

duties, position, responsibilities, or reporting relationships that are inconsistent with Executive’s titles (as specified in Section 3(a) hereof) or this Agreement; (ii) the relocation of Executive’s principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company in a transaction constituting a “Change in Ownership or Effective Control” within the meaning of the regulations issued under Section 409A of the Code; or (iv) a breach by the Company of any material provision of this Agreement.”

     4. Termination By The Company Without Cause. Section 8(d) of the Employment Agreement is amended and restated to read in its entirety as follows:

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

          (i) The Accrued Obligations;

          (ii) An amount equal to two (2) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (y) to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the Annual Bonus paid or payable to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary as of the date of termination, such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment;

          (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no

2

later than March 15^th of the calendar tax year following such termination of Executive’s employment; and

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

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

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

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

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

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer

/s/ Brian B. Nickel  

Brian B. Nickel 

4

EX-99.5

EXHIBIT 99.5

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement (this “Amendment”), dated as of November 1, 2007, by and between American Campus Communities, Inc. (the “Company”) and Greg A. Dowell (“Executive”).

     WHEREAS, the Company and Executive have entered into an employment agreement dated as of April 28, 2005 (the “Employment Agreement”); and

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

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

     1. Position, Duties and Responsibilities. The first sentence of Section 3(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

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

     2. Accrued Obligations. Section 1(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

     “(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of termination of Executive’s employment, (iii) any earned but unpaid holiday, vacation or paid time off; and (iv) any expenses incurred in accordance with Section 7, below, that remain unpaid or unreimbursed as of the date of termination of Executive’s employment. The Accrued Obligations shall be paid within five (5) business days of the termination of Executive’s employment under this Agreement, except amounts payable with respect to unpaid Annual Bonus, which shall be paid on the earliest of (i) the first (1st) anniversary of the date upon which Executive’s Annual Bonus was paid in respect of the prior year, (ii) at such time Annual Bonus amounts are paid to other senior executives, or (iii) March 15^th of the calendar year following such termination of Executive’s employment.”

     3. Good Reason. Section 1(n) of the Employment agreement is amended and restated to read in its entirety as follows:

     “(o) “Good Reason” shall mean, without Executive’s consent, (i) any material diminution or change in the nature or scope of Executive’s functions,

duties, position, responsibilities, or reporting relationships that are inconsistent with Executive’s titles (as specified in Section 3(a) hereof) or this Agreement; (ii) the relocation of Executive’s principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company in a transaction constituting a “Change in Ownership or Effective Control” within the meaning of the regulations issued under Section 409A of the Code; or (iv) a breach by the Company of any material provision of this Agreement.”

     4. Termination By The Company Without Cause. Section 8(d) of the Employment Agreement is amended and restated to read in its entirety as follows:

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

          (i) The Accrued Obligations;

          (ii) An amount equal to two (2) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (y) to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the Annual Bonus paid or payable to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary as of the date of termination, such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment;

          (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no

2

later than March 15^th of the calendar tax year following such termination of Executive’s employment; and

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

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

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

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

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

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer

/s/ Greg A. Dowell Greg A. Dowell

4

EX-99.6

EXHIBIT 99.6

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement (this “Amendment”), dated as of November 1, 2007, by and between American Campus Communities, Inc. (the “Company”) and James C. Hopke, Jr. (“Executive”).

     WHEREAS, the Company and Executive have entered into an employment agreement dated as of April 28, 2005 (the “Employment Agreement”); and

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

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

     1. Position, Duties and Responsibilities. The first sentence of Section 3(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

“During the Term of Employment, Executive shall be employed and serve as the Executive Vice President-Project Management and Construction of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title and shall report to the Company’s Chief Executive Officer.”

     2. Accrued Obligations. Section 1(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

     “(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of termination of Executive’s employment, (iii) any earned but unpaid holiday, vacation or paid time off; and (iv) any expenses incurred in accordance with Section 7, below, that remain unpaid or unreimbursed as of the date of termination of Executive’s employment. The Accrued Obligations shall be paid within five (5) business days of the termination of Executive’s employment under this Agreement, except amounts payable with respect to unpaid Annual Bonus, which shall be paid on the earliest of (i) the first (1st) anniversary of the date upon which Executive’s Annual Bonus was paid in respect of the prior year, (ii) at such time Annual Bonus amounts are paid to other senior executives, or (iii) March 15^th of the calendar year following such termination of Executive’s employment.”

     3. Good Reason. Section 1(o) of the Employment agreement is amended and restated to read in its entirety as follows:

     “(o) “Good Reason” shall mean, without Executive’s consent, (i) any material diminution or change in the nature or scope of Executive’s functions,

duties, position, responsibilities, or reporting relationships that are inconsistent with Executive’s titles (as specified in Section 3(a) hereof) or this Agreement; (ii) the relocation of Executive’s principal office location more than fifty (50) miles from its current location; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company in a transaction constituting a “Change in Ownership or Effective Control” within the meaning of the regulations issued under Section 409A of the Code; or (iv) a breach by the Company of any material provision of this Agreement.”

     4. Termination By The Company Without Cause. Section 8(d) of the Employment Agreement is amended and restated to read in its entirety as follows:

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

               (i) The Accrued Obligations;

               (ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (y) to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the Annual Bonus paid or payable to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary as of the date of termination, such amount shall be payable in full no later than March 15^th of the calendar tax year following such termination of Executive’s employment;

               (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no

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later than March 15^th of the calendar tax year following such termination of Executive’s employment; and

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

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

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

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

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

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer
/s/ James C. Hopke, Jr.
James C. Hopke, Jr.

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EX-99.7

EXHIBIT 99.7

AMENDMENT NO. 1 TO
AMERICAN CAMUS COMMUNITIES, INC.
2004 INCENTIVE AWARD PLAN

     WHEREAS, American Campus Communities, Inc., a Maryland corporation, has heretofore adopted the American Campus Communities, Inc. 2004 Incentive Award Plan (the “Plan”);

     WHEREAS, the Board has the authority to amend the Plan pursuant to Section 19(a) of the Plan;

     WHEREAS, Section 409A of the Code (“Code Section 409A”) was enacted on October 22, 2004, and related Treasury Regulations were published April 10, 2007 and are effective January 1, 2008, and are applicable to the Plan;

     WHEREAS, the Board has determined it to be advisable to amend the Plan’s terms to cause the Plan to comply with applicable provisions of Code Section 409A and the Treasury Regulations issued thereunder; and

     WHEREAS, the Company intends that this amendment to the Plan be interpreted and administered in accordance with Code Section 409A of the Code and any guidance issued thereunder.

     NOW, THEREFORE, the Plan is hereby amended as follows, effective on the date on which this Amendment is approved and adopted by the Board.

     1. Section 2(f) of the Plan is hereby amended and restated in its entirety to read as follows:

          “(f) “Change in Control” shall mean:

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

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               (ii) The date a majority of members of the Board of is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election ; or

               (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, if, following such Business Combination, any one person, or more than one person acting as a group, (a) acquires ownership of stock of the Company that, together with stock previously held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, or (b) acquires assets from the Company that have a total gross fair market value equal to or greater than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition.

It is the intent of the Company that the foregoing definition be consistent with the definition of “Change in Ownership or Effective Control” under the regulations promulgated under Section 409A of the Code, and shall be construed accordingly.”

     2. Section 6(a)(ii) of the Plan is hereby amended and restated in its entirety to read as follows:

     “(ii) Exercise Price. Subject to Section 6(b) hereof in the case of Incentive Stock Options, the exercise price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than one hundred percent (100%) of the Fair Market Value per share as of the date of grant.”

     3. Section 7(a) of the Plan is hereby amended and restated in its entirety to read as follows:

     “(a) General. Restricted Stock granted hereunder shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of each Restricted Stock grant shall be evidenced by a Restricted Stock Agreement, which agreements need not be identical. Subject to the restrictions set forth in Section 7(b), except as otherwise in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Cash dividends and stock dividends, if any, with respect to the Restricted Stock may shall be either currently paid currently to the Participant.”

     4. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Plan.

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     IN WITNESS WHEREOF, this Amendment No. 1 to the American Campus Communities 2004 Incentive Award Plan has been executed as of this 2^nd day of November, 2007, to be effective on the date on which this Amendment is approved and adopted by the Board.

AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer

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