Attached files
EXHIBIT
10.2
2010
Restricted Stock Plan
The
Mid-America Apartment Communities, Inc.’s, the “Company”, 2010 Restricted Stock
Plan, the “Plan” provides for awards of restricted shares of the Company’s
common stock equivalent to the dollar amount determined by multiplying the
participant base salary, as of March 23, 2010, by an opportunity percentage as
earned. The share price to be used in defining the number of any and
all shares to be awarded will be the Company’s closing common stock price as of
January 4, 2010 (first market day of 2010 - such that participants would also
participate in, and be motivated to drive, share price increase post January 4,
2010).
All
participants will have award opportunity percentages between 0% and
75%.
The
program will have the opportunity to earn both service and performance based
restricted shares, and subsequent full vesting of those shares, based on
performance from January 4, 2010 through December 31, 2010:
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1.
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Shares
for the annual service based award (issuance of restricted shares
contingent on maintaining employment in good standing through vesting of
the shares) will be issued on March 23, 2010 and will achieve maximum
(fastest) vesting if the Company’s total shareholder return, or “TSR”,
over the annual performance period reaches or exceeds a pre-set level. If
that level of TSR is achieved, the service based shares will vest 50% on
January 1, 2011 and 50% on January 1, 2012. If TSR is below the
required level over the annual performance period, the shares will vest
25% on January 1, 2012, 25% on January 1, 2013, 25% on January 1, 2014 and
25% on January 1, 2015.
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2.
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Portions
of the annual performance based award opportunity will be earned if TSR
over the performance period reaches pre-defined levels. TSR over the
performance period much reach a minimum level to receive any shares. Any
shares earned in the annual performance based award will be issued on
January 1, 2011. All shares earned under the performance based award
opportunity of the annual program will vest 50% on January 1, 2011 and 50%
on January 1, 2012, dependent upon continued employment in good standing
through each vest date.
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Dividends
Participants
will be eligible to receive dividends on shares during any and all applicable
vesting periods.
Vesting
Resulting from Terminations
In the
event of a “termination for cause” or a “voluntary termination”, as determined
by the Human Resources Department, issued and vested shares will be retained by
the participant and any issued and unvested shares will be immediately
forfeited.
Early
vesting may occur as a result of any of the following: “termination for good
reason”, “termination without cause”, “death”, “disability”, “retirement” or
“change in control”. Immediately upon any of these events, issued and vested
shares will be retained by the participant and any issued and unvested shares
will become fully vested.
For the
sole purpose of the 2008 Long-Term Incentive Plan, for a termination to be
eligible to be considered a “retirement”, the terminated participant must have
attained the age of 65 by the termination date.
“Termination
for good reason”, “termination without cause”, “death”, “disability”, and
“retirement” shall be determined in accordance with the policies and procedures
of the Human Resources Department. A “change of control” means any of the
following events which occur before the final vesting of the share
grant:
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1.
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any
“person”, as that term is used in Section 13(d) and Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
becomes, is discovered to be, or files a report on Schedule 13D or 14D-1
(or any successor schedule, form or report) disclosing that such person is
a beneficial owner (as defined in Rule 13d-3 under the Exchange Act or any
successor rule or regulation), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the
Company's then outstanding securities entitled to vote generally in the
election of directors, regardless of whether or not the Board shall have
approved the acquisition of such securities by the acquiring
person;
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2.
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individuals
who, as of the effective date of this Agreement, constitute the Board of
Directors of the Company cease for any reason to constitute at least a
majority of the Board of Directors of the Company, unless any such change
is approved by the vote of at least 80% of the members of the Board of
Directors of the Company in office immediately prior to such
cessation;
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3.
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the
Company is merged, consolidated or reorganized into or with another
corporation or other legal person, or securities of the Company are
exchanged for securities of another corporation or other legal person, and
immediately after such merger, consolidation, reorganization or exchange
less than 80% of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such
transaction are held, directly or indirectly, in the aggregate by the
holders of securities entitled to vote generally in the election of
directors of the Company immediately prior to such
transaction;
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4.
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the
Company in any transaction or series of related transactions, sells all or
substantially all of its assets to any other corporation or other legal
person and less than a majority of the combined voting power of the
then-outstanding securities of such corporation or person immediately
after such sale or sales are held, directly or indirectly, in the
aggregate by the holders of securities entitled to vote generally in the
election of directors of the Company immediately prior to such
sale;
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5.
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the
Company and its affiliates shall sell or transfer (in a single transaction
or series of related transactions) to a non-affiliate business operations
or assets that generated at least two-thirds of the consolidated revenues
(determined on the basis of the Company's four most recently completed
fiscal quarters for which reports have been filed under the Exchange Act)
of the Company and its subsidiaries immediately prior
thereto;
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6.
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the
Company files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing in response to Form 8-K
(or any successor, form or report or item therein) that a change in
control of the Company has
occurred;
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7.
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the
shareholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company;
or
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8.
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any
other transaction or series of related transactions occur that have
substantially the effect of the transactions specified in any of the
preceding clauses in this sentence.
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Equity
Restructurings
In the
event that any unusual or non-recurring transactions, including an unusual or
non-recurring dividend or other distribution (whether in the form of an
extraordinary cash dividend, dividend of shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of shares or other securities of the Company, issuance of warrants or other
rights to purchase shares or other securities of the Company, or other similar
corporate transaction or event affects the shares or other securities of the
Company, then the Compensation Committee of the Board of Directors shall in an
equitable and proportionate manner (and, as applicable, in such equitable and
proportionate manner as is consistent with Sections 422 and 409A of the
Code and the regulations thereunder) either: (i) adjust any or all of
(1) the aggregate number of shares or other securities of the Company (or
number and kind of other securities or property) with respect to which awards
may be granted under the 2008 Long-Term Incentive Plan; (2) the number of
shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding awards under the 2008 Long-Term
Incentive Plan, provided that the number of shares subject to any award shall
always be a whole number; (3) the grant or exercise price with respect to
any award under the 2008 Long-Term Incentive Plan; and (4) the limits on the
number of shares that may be granted to participants under the 2008 Long-Term
Incentive Plan in any calendar year; (ii) provide for an equivalent award
in respect of securities of the surviving entity of any merger, consolidation or
other transaction or event having a similar effect; or (iii) make provision
for a cash payment to the holder of an outstanding
award.