Form of Restricted Stock Agreement Restricted Stock Agreement
EXHIBIT
4.1
Form
of Restricted Stock Agreement
This
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made this ______ day of
______________, 20__, 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 Compensation Committee of the Board of Directors of the Company has adopted
the 2010 Restricted Stock Plan (the “2010 Plan”);
and
WHEREAS,
the Company and Recipient wish to confirm the terms and conditions of a
Restricted Stock Award through the 2010 Plan to Recipient on
___________________, 20___ (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, as determined by the 2010 Plan.
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 termination for good reason, termination without cause, death,
Disability, retirement or change of control, 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 Recipient’s employment with Employer is terminated for
termination for good reason, termination without cause, death, Disability,
retirement or change of control, all as defined in the 2010 Plan, 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):
