Contract
RESTRICTED SHARE AWARD AGREEMENT
UNDER THE GABLES RESIDENTIAL TRUST FOURTH AMENDED AND RESTATED
1994 SHARE OPTION AND INCENTIVE PLAN
Name of Grantee:
Xxxx Xxxxxxxx
Number of Shares:
1,136
Purchase Price per Share: $.01 (i.e., par value)
Grant Date:
May 24, 2002
Final Acceptance Date:
July 23, 2002 (60 days after Grant Date)
Pursuant to Gables Residential Trust Fourth Amended and Restated 1994 Share Option and Incentive Plan (as the same may be hereafter amended, the "Plan"), and in accordance with authority granted to the undersigned officer pursuant to a duly adopted resolution of the Committee (as defined in Section 2 of the Plan), Gables Residential Trust (the "Company") hereby grants a Restricted Share Award (an "Award") to the Grantee named above.
1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award prior to the close of business on the Final Acceptance Date specified above by signing and delivering to the Company a copy of this Award Agreement.
2. Issuance of Shares. The Company shall issue the number of Shares set forth above (the "Shares") promptly after payment by the Grantee to the Company in cash or by check or other instrument acceptable to the Committee of the Purchase Price per Share times the number of Shares to be accepted. Upon payment for Shares by the Grantee, (i) certificates evidencing the Shares that vest immediately pursuant to Paragraph 4 shall be issued in the name of the Grantee and delivered to the Grantee, (ii) certificates evidencing the remaining Restricted Shares, as set forth in Paragraph 3 and Paragraph 4, shall be issued in the name of the Grantee but delivered to the Company to hold for the benefit of the Grantee, and (iii) the Grantee's name shall be entered as the shareholder of record on the books of the Company with respect to all of the Shares. Thereupon, the Grantee shall have all the rights of a shareholder with respect to the Shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 3 below.
3. Restrictions and Conditions.
(a) As set forth in Paragraph 4, upon receipt of Shares hereunder, three-fourths of such Shares shall be Restricted Shares that are subject to the restrictions set forth in this Paragraph 3. Such Shares shall remain Restricted Shares until such Shares vest pursuant to this Paragraph 3 or Paragraph 4. The balance of such Shares are unrestricted and shall be deemed vested on the date of issuance.
(b) As set forth in Paragraph 2, the certificates representing the Restricted Shares shall be held by the Company for the benefit of the Grantee until such time that such shares vest pursuant to this Paragraph 3 or Paragraph 4. Upon each such vesting date, the Company shall promptly deliver to the Grantee a certificate representing the number of Shares that vest as of such date. The Company may staple or clip a legend, to the effect set forth in Exhibit A hereto, to the certificates representing the Restricted Shares while the Company has possession of such certificates.
(c) Restricted Shares granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.
(d) If, prior to vesting of the Restricted Shares granted herein, the Grantee's employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated, the Company shall have the right to repurchase from the Grantee or the Grantee's legal representative any unvested Restricted Shares held by the Company for the benefit of the Grantee at the time of such termination. Any Restricted Shares so purchased by the Company shall be purchased for their original purchase price set forth above. The Company must exercise such right of repurchase by written notice to the Grantee or the Grantee's legal representative not later than 90 days following such termination of employment. In the event such right of repurchase is not exercised, all such Restricted Shares shall vest.
4. Vesting of Restricted Shares.
(a) Upon issuance of the Shares in accordance with Xxxxxxxxx 0, 000"XXXX0" of such Shares (such amount being equal to one-fourth of the total number of Shares granted herein) shall be immediately vested and unrestricted, and the remainder shall be restricted and shall vest in accordance with the following schedule:
Vesting Date |
Fraction of Restricted Shares Vesting |
Number of Restricted Shares Vesting |
January 1, 2003 | 1/4 of Total Shares | 284 |
January 1, 2004 | 1/4 of Total Shares | 284 |
January 1, 2005 | 1/4 of Total Shares | 284 |
provided, however, that the Committee may at any time accelerate, waive or, subject to Section 10 of the Plan, amend the vesting schedule specified in this Paragraph 4. Subsequent to any Vesting Date or Dates set forth above, the Shares on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Shares.
(b) If (i) the Grantee's employment with the Company and its Subsidiaries is involuntarily terminated due to death or Disability (as defined in Section 1 of the Plan), or (ii) there is a Change of Control of the Company (as defined in Section 12 of the Plan), any restrictions and conditions on Restricted Shares shall be deemed waived by the Committee and such shares shall automatically become fully vested.
5. Dividends. Dividends on Restricted Shares shall be paid immediately to the Grantee.
6. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan unless a different meaning is specified herein.
7. Transferability. This Agreement is personal to the Grantee, is non-assignable, and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
8. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account of such taxable event.
9. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal place of business and shall be given to the Grantee at the address set forth below or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights with respect to continuance of employment by the Company or any Subsidiary.
(c) Pursuant to Section 10 of the Plan, the Committee may, at any time, amend or cancel any portion of this Award, but no such action may be taken which adversely affects the Grantee's rights under this Agreement without the Grantee's consent.
GABLES RESIDENTIAL TRUST
By: /s/
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chief Executive Officer
The foregoing Agreement is hereby accepted and the terms and conditions thereof agreed to by the undersigned.
Dated: June 30,
2002
/s/ Xxxx
Xxxxxxxx
Grantee's signature
Grantee's name and address:
______________________________________
______________________________________
______________________________________
______________________________________
Receipt of Certificates by Grantee
284 Shares; June 30,
2002
(date); /s/ G.I.
(initials)
284 Shares; _____________________ (date); __________ (initials)
284 Shares; _____________________ (date); __________ (initials)
284 Shares; _____________________ (date); __________ (initials)
EXHIBIT A
Legend to be stapled or clipped to certificates representing Restricted Shares while such shares are in the possession of the Company prior to vesting:
"The Shares represented by the attached certificate are subject to a Restricted Share Award Agreement between the registered holder thereof and the issuer, and pursuant thereto are subject to forfeiture and restrictions on transfer. This attachment shall only be removed by a duly authorized officer of the issuer."