Exhibit 10.27
INDEPENDENCE REALTY TRUST, INC.
LONG TERM INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD
GRANT AGREEMENT
To: [_______________]
You have been granted a 20__ Performance Share Unit Award (the “Award”) pursuant to the Independence Realty Trust Long Term Incentive Plan (“Plan”). This Performance Share Unit Award Grant Agreement (the “Grant Agreement”) sets forth the potential number of Performance Share Units (each, a “Unit”) that may vest and be redeemed under this Award and its terms and conditions. The Award is contingent upon your acknowledgement and acceptance of the terms and conditions as set forth in this Grant Agreement and Plan.
Grant Date: | [_______________] |
Target Number of Performance Share Units: | [_______________]
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| The actual number of Performance Share Units that may vest and be redeemed shall be determined according to the level of achievement of the performance targets (“Performance Targets”) established by the Committee (as defined in the Plan) and set forth in Appendix A hereto.
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Nature of Units: | Each Unit represents the right to receive one share of Independence Realty Trust, Inc. (“IRT”) common stock or the cash equivalent based on Fair Market Value (as defined in the Plan) on the date of vesting, pursuant to the terms of this Agreement, and consistent with the provisions of the Plan, including any adjustment hereunder or thereunder, as applicable. The Committee shall determine in its sole discretion at any time and from time to time through the date of vesting of the Unit whether any or all vested Units shall be redeemed with Shares or cash or any combination thereof.
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This Grant Agreement and the Award granted hereunder are granted under and governed by the terms and conditions of the Plan, the provisions of which are incorporated herein by reference. Additional
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1 | The last day of the regular Performance Period. |
2 | The first anniversary of the end of the regular Performance Period. |
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provisions regarding your Award and definitions of capitalized terms used and not defined in this Grant Agreement can be found in the Plan. Any inconsistency between this Grant Agreement and the Plan shall be resolved in favor of the Plan. You hereby acknowledge receipt of a copy of the Plan. The invalidity or unenforceability of any provisions of this Grant Agreement shall not affect the validity or enforceability of any other provision of this Grant Agreement, which shall remain in full force and effect. In the event that any provision of this Grant Agreement or any word, phrase, clause, sentence, or other portion hereof (or omission thereof) should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Grant Agreement as so modified legal and enforceable to the fullest extent permitted under applicable law.
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BY SIGNING BELOW AND ACCEPTING THIS GRANT AGREEMENT AND THE AWARD GRANTED HEREUNDER, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.
_______________________________________________________________
Authorized OfficerGrantee
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The actual number of Performance Share Units that may vest and be redeemed will be based on the attainment of relative Total Shareholder Return (“TSR”) hurdles over a three-year period, which include both share price appreciation and reinvestment of common stock dividends, as well as a subjective evaluation of your individual performance.
The actual number of Performance Share Units earned may range from 0% to 150% of target based on actual performance during the performance period.
Performance Criteria | Weighting | Threshold | Target | Maximum |
Relative 3-year TSR | 70% | 30th Percentile = 50% of Target for this component | 50th Percentile = | 75th Percentile = 150% of Target for this component |
Subjective Criteria | 30% | Determined in the sole discretion of the Compensation Committee (may range from 0 to 150% of Target for this component) |
No Performance Shares Units will be earned for performance below threshold. The number of Performance Share Units earned for performance outcomes between threshold and target, or target and maximum, will be determined by straight line interpolation.
Relative 3-year TSR
For purposes of determining the Company’s achievement against this metric, the Company’s TSR will be compared to the constituents of the FTSE NAREIT Apartment Index (the “Index”) over the performance period, using the relative percentile ranking approach for all constituents that are included in the Index over the full performance period.
Subjective Criteria
The number of Performance Share Units earned with respect to this portion of the award will be based on the Compensation Committee’s subjective evaluation of your performance over the applicable performance period.
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