FORM OF RESTRICTED SHARE AWARD AGREEMENT
UNDER THE GABLES RESIDENTIAL TRUST SECOND
AMENDED AND RESTATED 1994 SHARE OPTION AND INCENTIVE PLAN
Name of Grantee: [ENTER NAME]
No. of Shares: [ENTER NO. SHARES]
Purchase Price per Share: $.01 (i.e., par value)
Grant Date: February 12, 1998
Final Acceptance Date: April 13, 1998
[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. 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.
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(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
(a) Upon issuance of the Shares in accordance with Paragraph 2, [ENTER
NUMBER OF SHARES] 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:
Fraction of Number of
Vesting Date Restricted Shares Vesting Restricted Shares Vesting
- ------------ ------------------------- -------------------------
January 1, 1999 1/4 of Total Shares [ENTER NUMBER]
January 1, 2000 1/4 of Total Shares [ENTER NUMBER]
January 1, 2001 1/4 of Total Shares [ENTER NUMBER]
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.
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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/ Marcus E. Bromley
--------------------------------
Name: Marcus E. Bromley
Title: Chief Executive Officer
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
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Dated: [ENTER DATE] [ENTER NAME]
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Grantee's Signature
Grantee's Name and Address:
[ENTER INFORMATION]
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Receipt of Certificates by Grantee
Shares; (date); (initials)
- --------- -------- --------
Shares; (date); (initials)
- --------- -------- --------
Shares; (date); (initials)
- --------- -------- --------
Shares; (date); (initials)
- --------- -------- --------
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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."