0000950133-09-000537 Sample Contracts

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Form of Employee Stock Grant and Restricted Stock Agreement] AVALONBAY COMMUNITIES, INC. STOCK GRANT AND RESTRICTED STOCK AGREEMENT
Stock Grant and Restricted Stock Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

In consideration for services rendered and to be rendered to AvalonBay Communities, Inc. (the “Company”) and for other good and valuable consideration, which the Company has determined to be equal to the fair market value of the Shares, as defined below, the Company is issuing to the Employee named below contemporaneously herewith the Shares, upon the terms and conditions set forth herein and in the Restricted Stock Agreement Terms (the “Terms”) which are attached hereto and incorporated herein in their entirety. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Terms.

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

The Employment Agreement (the “Agreement”) made as of the 10th day of September, 2001 by and between AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and Leo S. Horey (“Executive”), as previously amended, is hereby further amended as follows (new language is bold and underlined and deleted language is struck through):

Form of Addendum to NQSO Stock Option Agreement with Certain Officers with Employment Agreements
Addendum to Nqso Stock Option Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts

[In accordance with the employment agreements of Messrs. Blair, Naughton, Sargeant and Horey, the Company enters into the following addendum to all Non-Qualified Stock Option Agreements with such individuals.]

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

The Employment Agreement (the “Agreement”) made as of the 10th day of January, 2003 by and between AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and Bryce Blair (“Executive”), as previously amended, is hereby further amended as follows (new language is bold and underlined and deleted language is struck through):

Form of Addendum to Incentive Stock Option Agreement with Certain Officers with Employment Agreements
Incentive Stock Option Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts

[In accordance with the employment agreements of Messrs. Blair, Naughton, Sargeant and Horey, the Company enters into the following addendum to all Incentive Stock Option Agreements with such individuals.]

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

The Employment Agreement (the “Agreement”) made as of the 1st day of July, 2003 by and between AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and Thomas J. Sargeant (“Executive”), as previously amended, is hereby further amended as follows (new language is bold and underlined and deleted language is struck through):

FORM OF AMENDMENT TO ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Endorsement Split Dollar Life Insurance Agreement • March 2nd, 2009 • Avalonbay Communities Inc • Real estate investment trusts

The Endorsement Split Dollar Life Insurance Agreement (the “Agreement”) entered into as of _______________ by and between AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and ____________ (the “Insured”), as previously amended, is hereby further amended as follows:

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