8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 2, 2010 (February 1, 2010)

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-32417	20-1352180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

530 Oak Court Drive, Suite 300 Memphis, Tennessee	38117
(Address of Principal Executive Offices)	(Zip Code)

901-259-2500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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))

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

On February 1, 2010, Education Realty Trust, Inc. (the “Company”) and Craig L. Cardwell mutually agreed that Mr. Cardwell would conclude his employment with the Company effective February 12, 2010 in order to afford Mr. Cardwell the opportunity to pursue entrepreneurial opportunities outside of the Company. Accordingly, Mr. Cardwell will cease to be an Executive Vice President of the Company and the President of Allen & O’Hara Education Services, Inc. Mr. Cardwell’s departure was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices.

In connection with his departure, Mr. Cardwell has entered into a Separation and Release Agreement with the Company (the “Release Agreement”), required by Section 6(b) of Mr. Cardwell’s Amended and Restated Executive Employment dated October 29, 2008 (the “Employment Agreement”), a copy of which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2008 and which is incorporated herein by reference.

Pursuant to the Release Agreement, the Company will pay Mr. Cardwell: (i) all accrued but unpaid wages, vacation and bonus through the termination date, (ii) all approved, but unreimbursed, business expenses, and (iii) any COBRA continuation coverage premiums required for the coverage of Mr. Cardwell and his eligible dependents under the Company’s major medical group health plan for a period of up to eighteen (18) months.  In addition, the Company will pay Mr. Cardwell a severance payment in the amount of $200,940 (his current base salary) payable over a period of twelve (12) months, in accordance with the Company’s regular payroll practices.  The Company has also agreed to shorten the duration of the restrictive covenants set forth in Sections 8(f)-(i) of the Employment Agreement (the “Restrictive Covenants”) to twelve (12) months.  In consideration of these payments and concessions, Mr. Cardwell has agreed to a general release of potential claims against the Company and certain of its related parties.  Additionally, Mr. Cardwell has acknowledged that all payments and benefits to be received under the Release Agreement are conditioned upon his non-revocation of the Release Agreement and his continued compliance with the Restrictive Covenants and any and all other post-termination obligations set forth in the Employment Agreement and in the Release Agreement.

The foregoing description of the Release Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Release Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

In connection with Mr. Cardwell’s departure, on February 1, 2010, the Company announced the appointment of Christine D. Richards, age 40, as Senior Vice President of Property Operations. Ms. Richards will be responsible for overseeing the daily operations of the Company’s 44 owned and joint ventured student housing communities.  Previously, Ms. Richards served as the Company’s Vice President of Operations from 2006 to 2010 and as Regional Director from 2001 to 2006.  Prior to joining the Company, Ms. Richards held various management positions at Gables Residential Trust, a national multi-family Real Estate Investment Trust, from 1989 to 2001.  Ms. Richards is a member of the Institute of Real Estate Management and a Certified Property Manager (CPM).

Item 7.01.  Regulation FD Disclosure.

On February 2, 2010, the Company issued a press release announcing Mr. Cardwell’s departure.  A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
10.1	Separation and Release Agreement between Education Realty Trust, Inc. and Craig L. Cardwell
99.1	Press Release dated February 2, 2010

SIGNATURE

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

	EDUCATION REALTY TRUST, INC.
Date: February 2, 2010	By:	/s/ Randall L. Churchey
		Randall L. Churchey President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Separation and Release Agreement between Education Realty Trust, Inc. and Craig L. Cardwell
99.1	Press Release dated February 2, 2010

EX-10.1

Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) dated February 1, 2010, is by and between Craig L. Cardwell(“Executive”) and Education Realty Trust, Inc., a Maryland corporation (the “Company”).

WHEREAS, Executive’s employment with the Company has been terminated, effective as of February 12, 2010 (the termination date) pursuant to that certain Amended and Restated Employment Agreement between the Company and Executive, dated as of October 29, 2008 (the “Employment Agreement”);

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.           Termination of Employment.  Executive and the Company hereby agree that Executive’s employment with the Company will be terminated pursuant to Section 5(h) of the Employment Agreement on February 12, 2010.  To the extent he continues to hold any such offices or directorships, Executive hereby resigns all offices and directorships he holds with the Company and any and all of the Company’s subsidiaries and affiliates, effective as of the termination date.  Capitalized terms used herein and not otherwise defined shall have the same meanings as in the Employment Agreement.

2.           Release by Executive.  Executive, on his own behalf and on behalf of his heirs, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company and its current and former subsidiaries and other affiliates, and their current and former agents, employees, representatives, officers, directors, stockholders, trustees and attorneys (in both their official and personal capacities), and each of their predecessors, successors, assigns and/or heirs (all of which are hereafter collectively referred to as the “Released Parties”) from any and all debts, liabilities, claims, demands, actions or causes of action, suits, judgments or controversies of any kind whatsoever (except as set forth below) arising from Executive’s relationship (including without limitation as a stockholder) to, employment with or service as an employee, officer, director, or manager of the Company or its subsidiaries and affiliates (collectively, the “Claims”) against the Released Parties, that now exist or that may arise in the future out of any matter, transaction or event occurring prior to or on the termination date, including without limitation, any claims of breach of contract or for severance or other termination pay, or claims of harassment or discrimination (for example, on the basis of age, sex, race, handicap, disability, religion, color or national origin) under any federal, state or local law, rule or regulation, including, but not limited to, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq.  Except as set forth below, Executive further agrees not to file or bring any claim, suit, civil action, complaint, arbitration or administrative action (any of the foregoing, an “Action”) in any city, state or federal court or agency or arbitration tribunal with respect to any Claim against any of the Released Parties or (except as may be required by law) assist any other person or entity with any Action against any of the Released Parties.  Notwithstanding anything to the contrary contained in this Agreement, Executive does not release any of the Released Parties and shall not be prohibited from filing or bringing an Action with respect to any right Executive otherwise may have now or in the future to (i) receive distributions or dividends made in respect of the Company’s common stock or units of limited partnership interest in Education Realty Operating Partnership, LP; (ii) be indemnified by the Company under the Second Articles of Amendment and Restatement or Amended and Restated Bylaws of the Company (as the same are currently in effect), any resolution adopted by the Board of Directors of the Company, or any other separate written agreement or instrument requiring the Company to indemnify Executive; (iii) receive workers’ compensation claims; or (iv) vested benefits payable under retirement and other employee benefit plans covering Executive (which benefits shall be governed by the terms and provisions of the applicable plan).

3.           Severance Compensation.  In consideration of Executive’s execution and non-revocation of this Agreement and pursuant to Section 6(b) of the Employment Agreement, Executive shall be entitled to receive the payments set forth in this Section 3, subject to the terms and provisions of this Agreement. Except as set forth in this Section 3, the Company shall have no other obligations to Executive.

(a)           Accrued Salary, Vacation, Bonus, Expense Reimbursement and Health Insurance.  The Company will pay Executive: (i) all accrued but unpaid wages through the termination date, based on Executive’s current Base Salary;  (ii) all accrued but unpaid vacation through the termination date ($12,337.10), based on Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of Executive’s termination date; and (iv) all earned and accrued but unpaid bonuses. Executive’s benefits under the Company’s major medical health group plan will terminate on the termination date and the Company will pay any COBRA continuation coverage premiums required for the coverage of Executive and Executive’s eligible dependents under the Company’s major medical group health plan for a period of up to eighteen (18) months (or, if less, the period that Executive and Executive’s eligible dependents are entitled to under the applicable provisions of COBRA), provided, however, that Executive and Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage other than the payment of COBRA premiums.

(b)           Severance Payment.  The Company will continue to pay Executive’s current Base Salary of $200,940.16 for a period of twelve (12) months (the “Severance Payment”).  Payment of the Severance Payment shall commence on the sixtieth (60th) day following the Executive’s termination date and will be paid over a period of twelve (12) months, in accordance with the Company’s regular payroll practices, provided, that Executive shall have executed this Agreement and all statutory or other revocation periods shall have expired prior to such date (the “Severance Period”).

(c)           No Other Payments.  Executive acknowledges that this is the correct amount of severance compensation owed to Executive under the Employment Agreement. Executive acknowledges that Executive has received all accrued obligations to which Executive is entitled under the Employment Agreement.  Executive acknowledges that no other promise or agreements of any kind have been made to Executive or with Executive by any person or entity whatsoever to cause Executive to sign this Agreement.  Executive further acknowledges and agrees that the payments or benefits that may be due under this Section 3 shall constitute full accord and satisfaction of all obligations, including without limitation any and all severance obligations, in connection with Executive’s employment.

(d)           Conditions to Severance Payment.  In connection with the Separation Conditions set forth in Section 6(c) of the Employment Agreement, Executive acknowledges that he would not be entitled to receive payments or benefits that may be due under this Section 3 but for Executive’s execution and non-revocation of this Agreement and his compliance with the restrictive covenants set forth in Section 8 of the Employment Agreement and any and all post-termination obligations set forth in the Employment Agreement and in this Agreement.  Notwithstanding the foregoing, the Executive and the Company hereby agree that for purposes of Executive’s continued compliance with the post-termination obligations set forth in the Employment Agreement, references in Section 8(f)-(i) of the Employment Agreement to the “Restricted Period” (Non-Competition; Non-Solicitation of Customers; Non-Recruitment of Employees; and Post-Employment Disclosure) shall mean the period of time encompassing the Severance Period.

4.           Disclaimer of Liability.  Executive acknowledges that this Agreement shall not in any way be construed as an admission by Executive or any of the Released Parties of any wrongful or illegal act against the other or any other person, and that Executive and the Released Parties expressly disclaim any liability of any nature whatsoever arising from or related to the subject of this Agreement.

5.           COMPETENCY.  EXECUTIVE ACKNOWLEDGES THE FOLLOWING:

a. THAT HE FULLY COMPREHENDS AND UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT AND THEIR LEGAL EFFECTS;

b. THAT HE IS COMPETENT TO EXECUTE THIS AGREEMENT;

c. THAT IT IS EXECUTED KNOWINGLY AND VOLUNTARILY AND WITHOUT RELIANCE UPON ANY STATEMENT OR REPRESENTATION OF ANY RELEASED PARTY OR ITS REPRESENTATIVES;

d. THAT HE HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT AND THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE REGARDING THIS AGREEMENT;

e. THAT EXECUTIVE DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE THIS AGREEMENT IS EXECUTED;

f. THAT EXECUTIVE WAIVES RIGHTS OR CLAIMS UNDER THIS AGREEMENT ONLY IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EXECUTIVE WAS ALREADY ENTITLED;

g. THAT HE HAS HAD A PERIOD OF 21 DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT; AND

h. THAT FOR A PERIOD OF SEVEN DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EXECUTIVE MAY REVOKE THIS AGREEMENT AND IT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN-DAY PERIOD HAS EXPIRED OR SUCH LATER DATE AS PROVIDED FOR HEREIN.

6.           Parties in Interest.  This Agreement is for the benefit of the Released Parties and shall be binding upon Executive and his representatives and heirs.

7.           Governing Law.  This Agreement and the rights and obligations of Executive hereunder shall be governed by and construed and enforced in accordance with the substantive laws of the State of Tennessee.

8.           Amendment.  This Agreement may not be clarified, modified, changed or amended except in writing and signed by Executive and the Company or a successor-in-interest of the Company.

9.           Enforcement of Laws.  Nothing in this Agreement affects the rights and responsibilities of the Equal Employment Opportunity Commission (the “Commission”) to enforce the anti-discrimination laws, and this waiver does not affect Executive’s right to file a charge or participate in an investigation or proceeding with the Commission.  However, Executive waives any rights or claims, known or unknown, to participate in any recovery under any proceeding or investigation by the Commission or any state or local commission concerned with the enforcement of anti-discrimination laws.

10.           Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision, and there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Education Realty Trust, Inc.
By:	/s/ Randall L. Churchey
Title:	Chief Executive Officer
Date:	February 1, 2010

Executive
	/s/ Craig L. Cardwell
	Craig L. Cardwell, individually

Subscribed and sworn to before me, the undersigned Notary Public, this 2nd day of February, 2010.

		(SEAL)	/s/ Dorothy A. Crawford
			Notary Public
My Commission expires:	December 16, 2003

EX-99.1

Exhibit 99.1

EDUCATION REALTY TRUST ANNOUNCES DEPARTURE OF CRAIG CARDWELL

-Christine Richards Appointed Senior Vice President of Property Operations-

MEMPHIS, Tenn., February 2, 2010 -- Education Realty Trust, Inc. (NYSE:EDR), a leader in the ownership, management and development of student housing, today announced that Craig Cardwell has resigned from the Company effective February 12, 2010. Mr. Cardwell plans to pursue entrepreneurial opportunities outside of the Company.

“We would like to thank Craig for his many years of dedicated service to the Company and the student housing industry,” said Randy Churchey, President and Chief Executive Officer of Education Realty Trust. “Craig played an instrumental part in the launch of our 2005 Initial Public Offering and we appreciate his past contributions to the Company.  We wish him much success in his new pursuits.”

In addition, the Company also announced the appointment of Christine Richards as Senior Vice President of Property Operations.  In this position, Ms. Richards will be responsible for overseeing the daily operations of the Company’s 44 owned and joint ventured student housing communities.  As she transitions into her new role, Ms. Richards will work closely with Mr. Churchey and Senior Vice President and Chief Investment Officer Tom Trubiana, a leader in the student housing industry for 34 years.

Ms. Richards most recently served as Education Realty Trust’s Vice President of Operations from 2006 to 2010 and as Regional Director from 2001 to 2006. Prior to joining the Company, Ms. Richards held various management positions at Gables Residential Trust, a multi-family apartment REIT, from 1989 to 2001.  Ms. Richards is a member of the Institute of Real Estate Management and a Certified Property Manager (CPM).

“During the past six years Christine has led a strong effort to build our team which has contributed to more effective operations of our student housing communities,” said Mr. Churchey. “Her promotion to Senior Vice President is well deserved and is an example of the depth of our talented team of professionals already in place.  We expect the transition to be smooth and efficient.”

About Education Realty Trust

Education Realty Trust (NYSE:EDR) is a self-administered, self-managed real estate investment trust that owns, develops and manages high-quality student housing communities throughout the United States. Led by a team with over 200 years of shared industry experience, EDR is one of America's largest owners and operators of collegiate student housing. Its portfolio includes 64 communities in 22 states with 37,827 owned and managed beds. For more information please visit the Company's website at www.educationrealty.com.

CONTACT:        ICR, LLC

                            Brad Cohen

                            203-682-8211