Exhibit 4.1 Form of Restricted Stock Agreement
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") is made this _____ day of
_________________, 200__, by and between MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation (the "Company"), and ____________, a resident of
__________, ____________ (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Mid-America Apartment Communities,
Inc. 2004 Stock Plan, as amended (the "Plan"), which authorizes the Company to
award restricted shares ("Restricted Shares") of its common stock, $0.01 par
value per share (the "Common Stock"), to key employees of the Company and/or its
affiliates (individually, a "Restricted Stock Award"); and
WHEREAS, the Company and Recipient wish to confirm the terms and conditions
of a Restricted Stock Award to Recipient on ____________, 200___ (the "Date of
Award").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed between the parties
hereto as follows:
1. Definitions. Except as provided in this Agreement, or unless the context
otherwise requires, the terms used herein shall have the same meaning as in
the Plan.
2. Award of Shares. Upon and subject to the terms, restrictions, limitations
and conditions stated herein, the Company hereby awards to Recipient
_______ Restricted Shares of the Company's Common Stock (the "Shares").
3. Rights; Vesting; Forfeiture. Except as otherwise provided herein, Recipient
shall have full right, title and interest in the Shares to the extent such
Shares have vested in accordance with subparagraph (iii) below.
(i) During the Vesting Period (as defined below) and prior to the vesting
of the Shares, the Shares may not be sold, assigned, transferred,
pledged or otherwise encumbered by Recipient. Certificates issued with
respect to the Shares shall be registered in the name of Recipient and
deposited by Recipient with the Company, and any such certificates
shall bear an appropriate legend disclosing the restrictions imposed
on the Shares hereunder and by the Plan. Upon the lapse of the
restrictions applicable to the Shares, the Company shall deliver such
certificates to Recipient or Recipient's legal representative, as the
case may be.
(ii) During the Vesting Period the Recipient shall have all rights of a
shareholder of the Company (except as otherwise provided herein),
including without limitation the right to vote and receive dividends
on the Shares. If as a result of a stock dividend, stock split,
recapitalization or other adjustment in the capital stock or stated
capital of the Company, or as the result of a merger, consolidation,
or other reorganization, the Common Stock is increased, reduced or
otherwise changed and by virtue thereof, Recipient shall be entitled
to new or additional or different shares, with such new or additional
shares being subject to the same terms, conditions and restrictions as
applicable to the Shares.
(iii)The Shares shall vest at such time and on such date as the performance
criteria indicated on Schedule A has been satisfied (the "Vesting
Date(s)"), provided that Recipient is employed by the Company or an
Affiliate (the "Employer") at all times following the Date of Award
and prior to and on the Vesting Date(s) (the "Vesting Period"). If, at
any time during the Vesting Period, Recipient's employment with
Employer is terminated for any reason other than as a result of the
death, Disability or Retirement of Recipient, all of the Shares held
by such Recipient shall immediately and automatically be forfeited
without monetary consideration to the Company and shall be
automatically canceled and retired. If (i) Recipient shall die while
in the employ or service of the Employer or within a period of three
(3) months thereafter, (ii) Recipient's employment or service with the
Employer shall terminate by reason of Disability or Retirement, or
(iii) there occurs a Change in Control, then in any such case all
Shares shall become immediately vested and nonforfeitable.
4. Share Award and Shares Subject to Plan. The Restricted Stock Award
represented by this Agreement and the Shares shall be subject to, and the
Company and Recipient agree to be bound by, all of the terms and conditions
of the Plan, as the same shall be amended from time to time in accordance
with the terms thereof.
5. Covenants and Representations of Recipient. Recipient represents, warrants,
covenants and agrees with the Company as follows:
(i) The Shares cannot be offered for sale, sold or transferred by
Recipient other than pursuant to: (A) an effective registration under
applicable state securities laws or in a transaction which is
otherwise in compliance with such laws; (B) an effective registration
under the Securities Act of 1933, as amended (the "1933 Act"), or in a
transaction otherwise in compliance with the 1933 Act; and (C)
evidence satisfactory to the Company of compliance with the securities
laws of all applicable jurisdictions. The Company shall be entitled to
rely upon an opinion of counsel satisfactory to it with respect to
compliance with the foregoing laws;
(ii) The Company will be under no obligation to register (or maintain the
registration of) the Shares or to comply with any exemption available
for sale of the Shares without registration. The Company is under no
obligation to act in any manner so as to make Rule 144 promulgated
under the 1933 Act available with respect to sales of the Shares; and
(iii)If applicable, a legend indicating that the Shares have not been
registered under the applicable state securities laws and referring to
any applicable restrictions on transferability and sale of the Shares
may be placed on the certificate or certificates delivered to
Recipient and any transfer agent of the Company may be instructed to
require compliance therewith.
6. Governing Law. This Agreement shall be construed, administered and enforced
according to the laws of the State of Tennessee, without regard to the
conflicts of laws provisions thereof.
7. Successors. This Agreement shall be binding upon and inure to the benefits
of the heirs, legal representatives, successors and permitted assigns of
the parties.
8. Notice. Except as otherwise specified herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
to have been given if personally delivered or if sent by registered or
certified United States mail, return receipt requested, postage prepaid,
addressed to the proposed recipient at the last known address of such
recipient. Any party may designate any other address to which notices shall
be sent by giving notice of such address to the other parties in the same
manner provided herein.
9. Severability. In the event that any one or more of the provisions or
portion thereof contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, the same shall not
invalidate or otherwise affect any other provisions of this Agreement and
this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.
10. Entire Agreement. Subject to the terms and conditions of the Plan, this
Agreement expresses the entire understanding and agreement of the parties
hereto with respect to such terms, restrictions and limitations. This
Agreement may be executed in two or more counterparts, each of which shall
be deemed and original but all of which shall constitute one and the same
instrument.
11. Violation. Any transfer, pledge, sale, assignment or hypothecation of the
Shares except in accordance with this Agreement shall be a violation of the
terms hereof and shall be void and without effect.
12. Headings. Section headings used herein are for convenience of reference
only and shall not be considered in interpreting this Agreement.
13. Specific Performance. In the event of any actual or threatened default in,
or breach of, any of the terms, conditions and provisions of this
Agreement, the party or parties who are thereby aggrieved shall have the
right to specific performance and injunction in addition to any and all
other rights and remedies at law or in equity, and all such rights and
remedies shall be cumulative.
14. Counterparts. This Agreement may be executed by the signatures of each of
the parties hereto, or to a counterpart of this Agreement, and all such
counterparts shall collectively constitute one Agreement. Facsimile
signatures shall constitute original signatures for purposes of this
Agreement.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on
the day and year first set forth above.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By:
Name:
Title:
RECIPIENT:
Signature:
Name (printed):
Schedule A
Performance Criteria and Vesting Dates
