RESTRICTED SHARE AWARD AGREEMENT
UNDER THE GABLES RESIDENTIAL TRUST SECOND
AMENDED AND RESTATED 1994 SHARE OPTION AND INCENTIVE PLAN
Name of Grantee:
No. of Shares:
Purchase Price per Share: $.01 (i.e., par value)
Grant Date: February 21, 1997
Final Acceptance Date: April 22, 1997
[60 days after Grant Date]
Pursuant to the Gables Residential Trust Second 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.
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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
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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.
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(a) As set forth in Paragraph 4, upon receipt of Shares hereunder,
two-thirds 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 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.
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(a) Upon issuance of the Shares in accordance with Paragraph 2, ______ of
such Shares (such amount being equal to one-third 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:
Fraction of Number of
Vesting Date Restricted Shares Vesting Restricted Shares Vesting
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January 1, 1998 1/3 of Total Shares _____
January 1, 1999 1/3 of Total Shares _____
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.
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Dividends on Restricted Shares shall be paid immediately to the Grantee.
6. Incorporation of Plan.
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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.
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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.
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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.
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(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: ________________________________________
Name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated: _________________________________________
Grantee's Signature
Grantee's name and address:
____________________________________________
____________________________________________
Receipt of Certificates by Grantee
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Shares; ______ (date); ____ (initials)
Shares; ______ (date); ____ (initials)
Shares; ______ (date); ____ (initials)
EXHIBIT A
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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."