Exhibit 10.44
**THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
Prospectus Supplement
ACADIA REALTY TRUST
1999 SHARE INCENTIVE PLAN
2003 SHARE INCENTIVE PLAN
PROSPECTUS SUPPLEMENT REGARDING OPTIONS
ISSUED UNDER THE
ACADIA REALTY TRUST 1999 SHARE INCENTIVE PLAN AND 2003 SHARE INCENTIVE PLAN
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This document supplements the Prospectus dated July 2, 2003
describing the Acadia Realty Trust 2003 Share Incentive Plan,
under which 1,163,008 common shares,
par value $.001 per share, may be transferred from time to time.
This document also supplements the Prospectus dated June 16, 1999
describing the Acadia Realty Trust 1999 Share Incentive Plan,
under which 2,928,269 common shares,
par value $.001 per share, may be transferred from time to time.
This document is directed to and intended only
for employees, consultants and trustees of Acadia Realty Trust
who are participants in the
Acadia Realty Trust 1999 Share Incentive Plan and 2003 Share Incentive Plan.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 15, 2004
SUPPLEMENTAL INFORMATION
This Prospectus Supplement and the attached Deferral and Distribution
Election Form relate to certain Share options that select executive officers
[and trustees] of the Company may elect to exercise through their surrender of
previously-owned Shares. These elections will result in the deferred delivery of
Shares pursuant to the Acadia Realty Trust 2003 Share Incentive Plan (the
"Plan").
All the terms that begin with initial capital letters in this Prospectus
Supplement have the same meaning defined in the Plan or the Agreement evidencing
the grant of an Option (the "Award Agreement"), unless the context clearly
requires otherwise.
DESCRIPTION OF OPTION DEFERRAL PROGRAM
Pursuant to Section 7.2(a) of the Plan, the Committee has recently
approved the terms set forth in the attached Deferral and Distribution Election
Form (the "Election Form") as one acceptable method for transferring Shares to
the Company to pay the exercise price for your Options. The terms of the
Election Form are incorporated herein by reference.
The Election Form is designed to permit you to defer receipt of the
Shares you would otherwise receive upon exercise of your Options in order to
facilitate your deferral of current income taxation upon such exercise. The
characteristics of the program that the Election Form contemplates are as
follows:
1. To make a Share deferral, you must execute and deliver a
completed Election Form to the Company not later than August 31st of 2004, and
June 30th of any subsequent year.
2. An executed Election Form will apply to any Options that you
exercise during the last 15 days of the calendar year in which your Election
Form is effective, subject to the following conditions that you must fulfill
before December 15 of the year to which your Election Form relates:
(a) you must pay the full exercise price payable with
respect to your Option by transferring to the Company Shares that you
have beneficially-owned for at least six months; and
(b) you must make suitable arrangements with the Company to
pay any applicable employment taxes.
3. Your election to defer the receipt of Shares will be IRREVOCABLE
but will become null and void if the Committee determines that any of the
conditions set forth in Section 1 of the Election Form have occurred.
4. After you exercise the Option in accordance with the Election
Form, the Company will establish an account ("Account") for you under the Plan,
and will credit the Account with deferred share units ("Units"), on a one-to-one
basis with the Shares that you would otherwise have received upon the exercise
of the Option. Distributions in respect of the Account will be made in
the form of one Share for each Unit credited to your Account (subject to
adjustments for Changes in Capitalization).
5. Dividend equivalents will be paid in cash, in amounts having a
value equal to the amount of any cash dividends that you would have received if
you had owned the Shares underlying your Units.
6. The Company will issue unrestricted Shares to you only in
accordance with the terms set forth in your Election Form. You will not have any
rights of a shareholder before that occurs with respect to the Units or the
Shares underlying the Units.
7. You may designate one or more beneficiaries to receive
distributions in the event of your death. You may change these designations at
any time prior to your death, but they will become irrevocable upon your death.
8. The Company may in its discretion take any actions that it
considers reasonably necessary or proper to assure that any changes in the U.S.
federal tax laws will not accelerate income taxation on Shares that are the
subject of an Election Form to a date before the participant receives the
Shares. In the event that U.S. federal tax laws or other applicable laws
prohibit the elections in the Election Form or would require immediate taxation,
the Election Form will be null and void and will have no further effect.
NO GUARANTEE OF TAX CONSEQUENCES
While the Company is pleased to be able to make the deferral opportunity
described in this Prospectus Supplement available to you, the Plan does not
qualify for any program under which the Internal Revenue Service would issue an
advance ruling or other determination on the federal tax consequences of the
Plan. The deferral of gain on the exercise of an Option is a relatively recent
innovation on which the Internal Revenue Service has not issued a ruling as of
the date of this Prospectus Supplement. Accordingly, the Company does not
guarantee the tax consequences of the Plan or the elections made in the Election
Form and as part of the Election From, you will agree to hold the Company
harmless from any losses or liabilities you may incur if you do not receive the
intended tax benefits of the deferral
PLEASE NOTE THAT THE INCOME TAX DISCUSSION IN THIS PROSPECTUS SUPPLEMENT
IS ONLY A SUMMARY AND IS NOT INTENDED TO BE EXHAUSTIVE OF ALL POSSIBLE TAX
CONSIDERATIONS. IN THIS REGARD, THE COMPANY RECOMMENDS THAT YOU DISCUSS SPECIFIC
QUESTIONS REGARDING THE APPLICATION OF TAX OR OTHER LAWS TO YOU WITH YOUR OWN
TAX ADVISOR. IN ADDITION, VARIOUS STATE LAWS MAY IMPOSE TAX CONSEQUENCES THAT
VARY SIGNIFICANTLY FROM THOSE DESCRIBED HEREIN. THE COMPANY HAS NOT AUTHORIZED
OR TRAINED ANYONE AT THE COMPANY TO ADVISE YOU REGARDING THE SPECIFIC TAX
CONSEQUENCES OF YOUR AWARDS.
WHOM TO CONTACT FOR ADDITIONAL INFORMATION
This document summarizes certain features of the Plan, but is not a
complete description of the terms and conditions of the Plan. Any person who has
been granted an Option under the Plan
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may obtain a copy of the complete Plan, its Prospectus, or additional
information concerning the Plan, by contacting Robert Masters at Acadia Realty
Trust, 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605,
telephone (914) 288-8100.
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