Common use of Sale Event Clause in Contracts

Sale Event. If at any time there shall be a Sale Event that is not a Public Acquisition, then, as a part of such Sale Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value of ordinary shares, common stock or other securities or property of the purchasing corporation resulting from, or participating in, such Sale Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such Sale Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such Sale Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Sale Event other than a Public Acquisition, upon the closing thereof, the purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Sale Events. In connection with a Sale Event that is a Public Acquisition, where the fair market value of one Ordinary Share, as determined immediately prior to the closing thereof in accordance with Section 3(a), is greater than the Exercise Price then in effect, this Warrant shall, as of immediately prior to such closing (but subject to the occurrence thereof), automatically cease to represent the right to purchase Ordinary Shares and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Public Acquisition on and in respect of all Ordinary Shares for which this Warrant was exercisable as of immediately prior to such closing, net of the Purchase Price therefor, as if such shares had been issued and outstanding to the Warrantholder as of immediately prior to such closing, as and when such consideration is paid to the holders of the outstanding Ordinary Shares. In the event of a Public Acquisition in which the fair market value of one Ordinary Share, as determined immediately prior to the closing thereof in accordance with Section 3(a), is equal to or less than the Exercise Price then in effect, this Warrant will automatically and without further action of any party terminate and be of no further force or effect as of immediately prior to such closing.

Sale Event. If at any time there shall be a Sale Event that is not a Public Acquisitionoccurs during the Performance Period, thenthen all outstanding Performance Awards shall vest at their target value (i.e., as a part target number of such Sale Event, lawful provision units) and one unrestricted share of AvalonBay Common Stock shall be made so that the Warrantholder shall thereafter be entitled issued to receive, upon exercise of this Warrant, the kind, amount and value of ordinary shares, common stock or other securities or property you as of the purchasing corporation resulting from, or participating in, such date of the Sale Event for each Unit so earned, and the Company shall [ Exhibit C – Award Terms Distributed with 2023-2025 Performance Award] promptly pay to you, subject to tax withholding, an amount of cash equal to the dividends that would have been issuable if Warrantholder had exercised payble on such number of shares during the Performance Period up until the date of the Sale Event based on New York Stock Exchange ex-dividend dates (and not dividend payment dates) that occurred during the Performance Period, without any supplement thereto in the nature of interest or compounding thereon. . (It is noted that in the event that you acquired a vested interest in a Performance Award on account of a Qualifying Termination, and thereafter a Sale Event is completed, then only the percentage of the award that vested upon the Qualifying Termination shall convert at target into shares of unrestricted stock, and the cash payment related to dividend accrual shall be based on such number). Notices Any notice to be given under the terms of this Warrant immediately prior Award Agreement to such Sale Eventthe Company shall be addressed to the Company in care of its Secretary, and any notice to be given to you shall be addressed to you at your address as set forth in the Company’s records. In any such case, appropriate adjustment (Either party may hereafter designate a different address for notices to be given to it or him or her. Titles Titles and captions are provided herein for convenience only and are not to serve as determined a basis for interpretation or construction of this Award Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in good faith the Plan or as the context otherwise reasonably indicates. Amendment This Award Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Award Agreement. Governing Law The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws. Data Privacy Consent In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, you (i) authorize the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waive any privacy rights you may have with respect to the Relevant Information; (iii) authorize the Relevant Companies to store and transmit such information in electronic form; and (iv) authorize the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. You shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. [ Exhibit C – Award Terms Distributed with 2023-2025 Performance Award] Electronic Delivery The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. By electronically accepting the Award Agreement and participating in the Plan, you agree to be bound by the terms and conditions in the Plan and this Award Agreement. Non-Solicitation By accepting an award of Units, you agree that, for a period of at least twenty-four (24) months following your termination of employment with the Company for any reason, you will not, without the prior written consent of the Company, solicit or attempt to solicit for employment with or on behalf of any other person, firm or entity any employee of the Company or any of its affiliates or any other person who was formerly employed by the Company or any of its affiliates within the preceding six months, unless such person’s employment was terminated by the Company or such affiliates. Recoupment Policy The Company’s Board of Directors) shall Directors has adopted a Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which may be made amended from time to time and is available on the Company’s website at xxx.XxxxxxXxx.xxx/xxxxxxxxx under “Corporate Governance Documents”. By accepting an award of Units, you agree that you have had an opportunity to review the Recoupment Policy and further agree to be bound by the terms of the Recoupment Policy, including without limitation all provisions relating to the recoupment of Incentive Compensation as defined in the application Recoupment Policy. Tax Withholding The Company's obligation (i) to issue or deliver to you any certificate or certificates for unrestricted shares of the provisions AvalonBay Common Stock (“Stock”) in settlement of this Warrant earned Units or (ii) to pay to you any dividends or make any distributions with respect to the rights and interests shares of Stock issued in settlement of earned Units, is in each case expressly conditioned on the Warrantholder after such Sale Event Company's satisfaction of its obligation, if any, to withhold taxes. You shall, not later than the date as of which the receipt of shares of Stock in settlement of earned Units becomes a taxable event for Federal income tax purposes, pay to the end that Company or make arrangements satisfactory to the provisions Administrator for payment of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entiretyany Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall satisfy any required minimum tax withholding obligation with respect to shares of Stock (or such greater tax withholding as the greatest extent possible. Without limiting Administrator may approve) by withholding, from shares of Stock to be issued or released by the foregoing, transfer agent in connection with any Sale Event other than the settlement of Units, a Public Acquisitionnumber of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (with the resulting number being rounded up to the nearest whole share of Stock). In addition, upon by acceptance of this Award, you agrees that for all outstanding Awards not yet vested under the closing thereofPlan, the purchasing entity Company shall assume satisfy any required minimum tax withholding obligation with respect to shares of Stock (or such greater tax withholding as the obligations Administrator may approve) by withholding from shares of this Warrant. The provisions Stock to be issued under such awards a number of this Section 8(a) shall similarly apply to successive Sale Events. In connection shares of Stock with a Sale Event an aggregate Fair Market Value that is a Public Acquisition, where would satisfy the fair market value of one Ordinary Share, as determined immediately prior minimum tax [ Exhibit C – Award Terms Distributed with 2023-2025 Performance Award] withholding amount due (with the resulting number being rounded up to the closing thereof in accordance with Section 3(anearest whole share of Stock), is greater than the Exercise Price then in effect, this Warrant shall, as of immediately prior to such closing (but subject to the occurrence thereof), automatically cease to represent the right to purchase Ordinary Shares and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Public Acquisition on and in respect of all Ordinary Shares for which this Warrant was exercisable as of immediately prior to such closing, net of the Purchase Price therefor, as if such shares had been issued and outstanding to the Warrantholder as of immediately prior to such closing, as and when such consideration is paid to the holders of the outstanding Ordinary Shares. In the event of a Public Acquisition in which the fair market value of one Ordinary Share, as determined immediately prior to the closing thereof in accordance with Section 3(a), is equal to or less than the Exercise Price then in effect, this Warrant will automatically and without further action of any party terminate and be of no further force or effect as of immediately prior to such closing.

Sale Event. If at any time there shall be a Sale Event that is not a Public Acquisitionoccurs during the Performance Period, thenthen all outstanding Performance Awards shall vest at their target value (i.e., as a part target number of such Sale Event, lawful provision units) and one unrestricted share of AvalonBay Common Stock shall be made so that the Warrantholder shall thereafter be entitled issued to receive, upon exercise of this Warrant, the kind, amount and value of ordinary shares, common stock or other securities or property you as of the purchasing corporation resulting from, or participating in, such date of the Sale Event for each Unit so earned, and the Company shall promptly pay to you, subject to tax withholding, an amount of cash equal to the dividends that would have been issuable if Warrantholder had exercised payble on such number of shares during the Performance Period up until the date of the Sale Event based on New York Stock Exchange ex-dividend dates (and not dividend payment dates) that occurred during the Performance Period, without any supplement thereto in the nature of interest or compounding thereon. (It is noted that in the event that you acquired a vested interest in a Performance Award on account of a Qualifying Termination, and thereafter a Sale Event is completed, then only the percentage of the award that vested upon the Qualifying Termination shall convert at target into shares of unrestricted stock, and the cash payment related to dividend accrual shall be based on such number). Notices Any notice to be given under the terms of this Warrant immediately prior Award Agreement to such Sale Eventthe Company shall be addressed to the Company in care of its Secretary, and any notice to be given to you shall be addressed to you at your address as set forth in the Company’s records. In any such case, appropriate adjustment (Either party may hereafter designate a different address for notices to be given to it or him or her. Titles Titles and captions are provided herein for convenience only and are not to serve as determined a basis for interpretation or construction of this Award Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in good faith the Plan or as the context otherwise reasonably indicates. Amendment This Award Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Award Agreement. Governing Law The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws. Data Privacy Consent In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, you (i) authorize the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waive any privacy rights you may have with respect to the Relevant Information; (iii) authorize the Relevant Companies to store and transmit such information in electronic form; and (iv) authorize the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. You shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. Electronic Delivery The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. By electronically accepting the Award Agreement and participating in the Plan, you agree to be bound by the terms and conditions in the Plan and this Award Agreement. Non-Solicitation By accepting an award of Units, you agree that, for a period of at least 12 months following your termination of employment with the Company for any reason, you will not, without the prior written consent of the Company, solicit or attempt to solicit for employment with or on behalf of any other person, firm or entity any employee of the Company or any of its affiliates or any other person who was formerly employed by the Company or any of its affiliates within the preceding six months, unless such person’s employment was terminated by the Company or such affiliates. Recoupment Policy The Company’s Board of Directors) shall Directors has adopted a Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which may be made amended from time to time and is available on the Company’s website at xxx.XxxxxxXxx.xxx/xxxxxxxxx under “Corporate Governance Documents”. By accepting an award of Units, you agree that you have had an opportunity to review the Recoupment Policy and further agree to be bound by the terms of the Recoupment Policy, including without limitation all provisions relating to the recoupment of Incentive Compensation as defined in the application Recoupment Policy. Tax Withholding The Company’s obligation (i) to issue or deliver to you any certificate or certificates for unrestricted shares of the provisions AvalonBay Common Stock (“Stock”) in settlement of this Warrant earned Units or (ii) to pay to you any dividends or make any distributions with respect to the rights and interests shares of Stock issued in settlement of earned Units, is in each case expressly conditioned on the Warrantholder after such Sale Event Company’s satisfaction of its obligation, if any, to withhold taxes. You shall, not later than the date as of which the receipt of shares of Stock in settlement of earned Units becomes a taxable event for Federal income tax purposes, pay to the end that Company or make arrangements satisfactory to the provisions Administrator for payment of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entiretyany Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall satisfy any required minimum tax withholding obligation (or such greater tax withholding as the greatest extent possible. Without limiting Administrator may approve) by withholding, from shares of Stock to be issued or released by the foregoing, transfer agent in connection with any Sale Event other than the settlement of Units, a Public Acquisitionnumber of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (with the resulting number being rounded up to the nearest whole share of Stock). In addition, upon by acceptance of this Award, you agrees that for all outstanding Awards not yet vested under the closing thereofPlan, the purchasing entity Company shall assume satisfy any required minimum tax withholding obligation (or such greater tax withholding as the obligations Administrator may approve) by withholding from shares of this Warrant. The provisions Stock to be issued under such awards a number of this Section 8(a) shall similarly apply to successive Sale Events. In connection shares of Stock with a Sale Event an aggregate Fair Market Value that is a Public Acquisition, where would satisfy the fair market value of one Ordinary Share, as determined immediately prior minimum tax withholding amount due (with the resulting number being rounded up to the closing thereof nearest whole share of Stock). Counterparts This Award Agreement may be executed in accordance with Section 3(a)one or more counterparts, is greater than each of which shall be deemed an original, but all of which together shall constitute one and the Exercise Price then in effect, this Warrant shall, as of immediately prior to such closing (but subject to the occurrence thereof), automatically cease to represent the right to purchase Ordinary Shares and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Public Acquisition on and in respect of all Ordinary Shares for which this Warrant was exercisable as of immediately prior to such closing, net of the Purchase Price therefor, as if such shares had been issued and outstanding to the Warrantholder as of immediately prior to such closing, as and when such consideration is paid to the holders of the outstanding Ordinary Shares. In the event of a Public Acquisition in which the fair market value of one Ordinary Share, as determined immediately prior to the closing thereof in accordance with Section 3(a), is equal to or less than the Exercise Price then in effect, this Warrant will automatically and without further action of any party terminate and be of no further force or effect as of immediately prior to such closingsame instrument.

Sale Event. If at any time there shall be a Sale Event that is not a Public Acquisitionoccurs during the Performance Period, thenthen all outstanding Performance Awards shall vest at their target value (i.e., as a part target number of such Sale Event, lawful provision units) and one unrestricted share of AvalonBay Common Stock shall be made so that the Warrantholder shall thereafter be entitled issued to receive, upon exercise of this Warrant, the kind, amount and value of ordinary shares, common stock or other securities or property you as of the purchasing corporation resulting from, or participating in, such date of the Sale Event for each Unit so earned, and the Company shall promptly pay [ Exhibit C – Award Terms Distributed with 20XX-(20XX+3) Performance Award] to you, subject to tax withholding, an amount of cash equal to the dividends that would have been issuable if Warrantholder had exercised payble on such number of shares during the Performance Period up until the date of the Sale Event based on New York Stock Exchange ex-dividend dates (and not dividend payment dates) that occurred during the Performance Period, without any supplement thereto in the nature of interest or compounding thereon. . (It is noted that in the event that you acquired a vested interest in a Performance Award on account of a Qualifying Termination, and thereafter a Sale Event is completed, then only the percentage of the award that vested upon the Qualifying Termination shall convert at target into shares of unrestricted stock, and the cash payment related to dividend accrual shall be based on such number). Notices Any notice to be given under the terms of this Warrant immediately prior Award Agreement to such Sale Eventthe Company shall be addressed to the Company in care of its Secretary, and any notice to be given to you shall be addressed to you at your address as set forth in the Company’s records. In any such case, appropriate adjustment (Either party may hereafter designate a different address for notices to be given to it or him or her. Titles Titles and captions are provided herein for convenience only and are not to serve as determined a basis for interpretation or construction of this Award Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in good faith the Plan or as the context otherwise reasonably indicates. Amendment This Award Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Award Agreement. Governing Law The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws. Data Privacy Consent In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, you (i) authorize the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waive any privacy rights you may have with respect to the Relevant Information; (iii) authorize the Relevant Companies to store and transmit such information in electronic form; and (iv) authorize the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. You shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. [ Exhibit C – Award Terms Distributed with 20XX-(20XX+3) Performance Award] Electronic Delivery The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. By electronically accepting the Award Agreement and participating in the Plan, you agree to be bound by the terms and conditions in the Plan and this Award Agreement. Non-Solicitation By accepting an award of Units, you agree that, for a period of at least twenty-four (24) months following your termination of employment with the Company for any reason, you will not, without the prior written consent of the Company, solicit or attempt to solicit for employment with or on behalf of any other person, firm or entity any employee of the Company or any of its affiliates or any other person who was formerly employed by the Company or any of its affiliates within the preceding six months, unless such person’s employment was terminated by the Company or such affiliates. Recoupment Policy The Company’s Board of Directors) shall Directors has adopted a Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which may be made amended from time to time and is available on the Company’s website at xxx.XxxxxxXxx.xxx/xxxxxxxxx under “Corporate Governance Documents”. By accepting an award of Units, you agree that you have had an opportunity to review the Recoupment Policy and further agree to be bound by the terms of the Recoupment Policy, including without limitation all provisions relating to the recoupment of Incentive Compensation as defined in the application Recoupment Policy. Tax Withholding The Company's obligation (i) to issue or deliver to you any certificate or certificates for unrestricted shares of the provisions AvalonBay Common Stock (“Stock”) in settlement of this Warrant earned Units or (ii) to pay to you any dividends or make any distributions with respect to the rights and interests shares of Stock issued in settlement of earned Units, is in each case expressly conditioned on the Warrantholder after such Sale Event Company's satisfaction of its obligation, if any, to withhold taxes. You shall, not later than the date as of which the receipt of shares of Stock in settlement of earned Units becomes a taxable event for Federal income tax purposes, pay to the end that Company or make arrangements satisfactory to the provisions Administrator for payment of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entiretyany Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall satisfy any required minimum tax withholding obligation with respect to shares of Stock (or such greater tax withholding as the greatest extent possible. Without limiting Administrator may approve) by withholding, from shares of Stock to be issued or released by the foregoing, transfer agent in connection with any Sale Event other than the settlement of Units, a Public Acquisitionnumber of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (with the resulting number [ Exhibit C – Award Terms Distributed with 20XX-(20XX+3) Performance Award] being rounded up to the nearest whole share of Stock). In addition, upon by acceptance of this Award, you agrees that for all outstanding Awards not yet vested under the closing thereofPlan, the purchasing entity Company shall assume satisfy any required minimum tax withholding obligation with respect to shares of Stock (or such greater tax withholding as the obligations Administrator may approve) by withholding from shares of this Warrant. The provisions Stock to be issued under such awards a number of this Section 8(a) shall similarly apply to successive Sale Events. In connection shares of Stock with a Sale Event an aggregate Fair Market Value that is a Public Acquisition, where would satisfy the fair market value of one Ordinary Share, as determined immediately prior minimum tax withholding amount due (with the resulting number being rounded up to the closing thereof in accordance with Section 3(anearest whole share of Stock), is greater than the Exercise Price then in effect, this Warrant shall, as of immediately prior to such closing (but subject to the occurrence thereof), automatically cease to represent the right to purchase Ordinary Shares and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Public Acquisition on and in respect of all Ordinary Shares for which this Warrant was exercisable as of immediately prior to such closing, net of the Purchase Price therefor, as if such shares had been issued and outstanding to the Warrantholder as of immediately prior to such closing, as and when such consideration is paid to the holders of the outstanding Ordinary Shares. In the event of a Public Acquisition in which the fair market value of one Ordinary Share, as determined immediately prior to the closing thereof in accordance with Section 3(a), is equal to or less than the Exercise Price then in effect, this Warrant will automatically and without further action of any party terminate and be of no further force or effect as of immediately prior to such closing.

Sale Event. If at any time there shall be a Sale Event that is not a Public Acquisitionoccurs during the Performance Period, thenthen all outstanding Performance Awards shall vest at their target value (i.e., as a part target number of such Sale Event, lawful provision units) and one unrestricted share of AvalonBay Common Stock shall be made so that the Warrantholder shall thereafter be entitled issued to receive, upon exercise of this Warrant, the kind, amount and value of ordinary shares, common stock or other securities or property you as of the purchasing corporation resulting from, or participating in, such date of the Sale Event for each Unit so earned, and the Company shall promptly pay to you, subject to tax withholding, an amount of cash equal to the dividends that would have been issuable if Warrantholder had exercised payble on such number of shares during the Performance Period up until the date of the Sale Event based on New York Stock Exchange ex-dividend dates (and not dividend payment dates) that occurred during the Performance Period, without any supplement thereto in the nature of interest or compounding thereon. (It is noted that in the event that you acquired a vested interest in a Performance Award on account of a Qualifying Termination, and thereafter a Sale Event is completed, then only the percentage of the award that vested upon the Qualifying Termination shall convert at target into shares of unrestricted stock, and the cash payment related to dividend accrual shall be based on such number). Notices Any notice to be given under the terms of this Warrant immediately prior Award Agreement to such Sale Eventthe Company shall be addressed to the Company in care of its Secretary, and any notice to be given to you shall be addressed to you at your address as set forth in the Company’s records. In any such case, appropriate adjustment (Either party may hereafter designate a different address for notices to be given to it or him or her. Titles Titles and captions are provided herein for convenience only and are not to serve as determined a basis for interpretation or construction of this Award Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in good faith the Plan or as the context otherwise reasonably indicates. Amendment This Award Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Award Agreement. Governing Law The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws. Data Privacy Consent In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, you (i) authorize the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waive any privacy rights you may have with respect to the Relevant Information; (iii) authorize the Relevant Companies to store and transmit such information in electronic form; and (iv) authorize the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. You shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. Electronic Delivery The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. By electronically accepting the Award Agreement and participating in the Plan, you agree to be bound by the terms and conditions in the Plan and this Award Agreement. Non-Solicitation By accepting an award of Units, you agree that, for a period of at least twenty-four (24) months following your termination of employment with the Company for any reason, you will not, without the prior written consent of the Company, solicit or attempt to solicit for employment with or on behalf of any other person, firm or entity any employee of the Company or any of its affiliates or any other person who was formerly employed by the Company or any of its affiliates within the preceding six months, unless such person’s employment was terminated by the Company or such affiliates. Recoupment Policy The Company’s Board of Directors) shall Directors has adopted a Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which may be made amended from time to time and is available on the Company’s website at xxx.XxxxxxXxx.xxx/xxxxxxxxx under “Corporate Governance Documents”. By accepting an award of Units, you agree that you have had an opportunity to review the Recoupment Policy and further agree to be bound by the terms of the Recoupment Policy, including without limitation all provisions relating to the recoupment of Incentive Compensation as defined in the application Recoupment Policy. Tax Withholding The Company's obligation (i) to issue or deliver to you any certificate or certificates for unrestricted shares of the provisions AvalonBay Common Stock (“Stock”) in settlement of this Warrant earned Units or (ii) to pay to you any dividends or make any distributions with respect to the rights and interests shares of Stock issued in settlement of earned Units, is in each case expressly conditioned on the Warrantholder after such Sale Event Company's satisfaction of its obligation, if any, to withhold taxes. You shall, not later than the date as of which the receipt of shares of Stock in settlement of earned Units becomes a taxable event for Federal income tax purposes, pay to the end that Company or make arrangements satisfactory to the provisions Administrator for payment of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entiretyany Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall satisfy any required minimum tax withholding obligation (or such greater tax withholding as the greatest extent possible. Without limiting Administrator may approve) by withholding, from shares of Stock to be issued or released by the foregoing, transfer agent in connection with any Sale Event other than the settlement of Units, a Public Acquisitionnumber of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due (with the resulting number being rounded up to the nearest whole share of Stock). In addition, upon by acceptance of this Award, you agrees that for all outstanding Awards not yet vested under the closing thereofPlan, the purchasing entity Company shall assume satisfy any required minimum tax withholding obligation (or such greater tax withholding as the obligations Administrator may approve) by withholding from shares of this Warrant. The provisions Stock to be issued under such awards a number of this Section 8(a) shall similarly apply to successive Sale Events. In connection shares of Stock with a Sale Event an aggregate Fair Market Value that is a Public Acquisition, where would satisfy the fair market value of one Ordinary Share, as determined immediately prior minimum tax withholding amount due (with the resulting number being rounded up to the closing thereof in accordance with Section 3(anearest whole share of Stock), is greater than the Exercise Price then in effect, this Warrant shall, as of immediately prior to such closing (but subject to the occurrence thereof), automatically cease to represent the right to purchase Ordinary Shares and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Public Acquisition on and in respect of all Ordinary Shares for which this Warrant was exercisable as of immediately prior to such closing, net of the Purchase Price therefor, as if such shares had been issued and outstanding to the Warrantholder as of immediately prior to such closing, as and when such consideration is paid to the holders of the outstanding Ordinary Shares. In the event of a Public Acquisition in which the fair market value of one Ordinary Share, as determined immediately prior to the closing thereof in accordance with Section 3(a), is equal to or less than the Exercise Price then in effect, this Warrant will automatically and without further action of any party terminate and be of no further force or effect as of immediately prior to such closing.