Exhibit 10.2
AVALONBAY COMMUNITIES,
INC.
INCENTIVE STOCK OPTION AGREEMENT
(1994 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED)
Pursuant to the
AvalonBay Communities, Inc. 1994 Stock Incentive Plan, as
amended and restated (the “Plan”), AvalonBay
Communities, Inc. (the “Company”) hereby grants to
the Optionee named below an Option to purchase up to the number of
shares of the Company’s Common Stock, par value $.01 per
share (“Common Stock”) set forth below. This
option is subject to all of the terms and conditions as set forth
herein, in the Incentive Stock Option Agreement Terms (the
“Terms”) which are attached hereto and incorporated
herein in their entirety, and in the Plan. Capitalized terms
used but not defined herein or in the Terms shall have the
respective meanings ascribed thereto in the Plan.
Incentive Stock
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Option:
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This Option shall be
construed in a manner to qualify it as an “incentive stock
option” under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”).
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Vesting Schedule
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Subject to the
provisions of Section 4 and 6 of the Terms and the discretion
of the Company to accelerate the vesting schedule, one third of
this option shall become vested and exercisable on each of the
first three anniversary dates of the award.
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In any event this
Option shall become fully vested and exercisable with respect to
all of the Option Shares three years after the date
hereof.
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Additional
Terms/Acknowledgements: The undersigned Optionee acknowledges receipt
of, and understands and agrees to, this Incentive Stock Option
Agreement, including, without limitation, the Terms. Optionee
further acknowledges receipt of a copy of the Plan. Optionee
further acknowledges that as of the Date of Grant, this Incentive
Stock Option Agreement, including, without limitation, the Terms,
and the Plan set forth the entire understanding between Optionee
and the Company regarding the Options described herein and
supersede all prior oral and written agreements on that
subject.
ATTACHMENT
: Incentive Stock
Option Agreement Terms
1
AVALON
BAY COMMUNITIES, INC.
1994
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
INCENTIVE STOCK OPTION
AGREEMENT TERMS
1.
Vested Option Shares . Subject to Section 4, when
this Option is vested with respect to any of the Option Shares,
this Option shall continue to be exercisable with respect to such
Option Shares (“Vested Option Shares”) at any time or
times prior to the Expiration Date.
2.
Manner of Exercise . The Optionee may exercise this
Option only in the following manner: from time to time on or prior
to the Expiration Date, the Optionee may give written notice to the
Company of his election to purchase some or all of the Vested
Option Shares purchasable at the time of such notice, which notice
shall specify the number of Option Shares to be
purchased.
Payment of the
purchase price for the Option Shares to be purchased may be made by
one or more of the following methods: (a) in cash, by
certified bank check or other instrument acceptable to the Company;
(b) through the delivery (or attestation to the ownership) of
shares of Common Stock that have been beneficially owned by the
Optionee for at least six (6) months and are not then subject
to restrictions under any Company plan and were not used in a
“stock swap” within the six (6) months preceding
the option exercise, such surrendered shares to be valued at the
closing price of the Common Stock on the principal exchange on
which the Common Stock is listed on the date the Company receives
the exercise notice; (c)by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the purchase
price; provided that in the event the Optionee chooses to pay the
purchase price as provided in this subsection(c), the Optionee and
the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Company shall
prescribe as a condition of such payment procedure; or (d)with the
consent of the Company, a combination of (a), (b) and
(c) above. Payment instruments will be received subject
to collection.
The delivery of
certificates representing the Option Shares will be contingent upon
(i) the Company’s receipt from the Optionee of full
payment for the Option Shares, as set forth above, (ii) the
satisfaction of section 11 hereof, and (iii) any agreement,
statement or other evidence that the Company may require to satisfy
itself that the issuance of Option Shares to be purchased pursuant
to the exercise of Options under the Plan and any subsequent resale
of the shares will be in compliance with applicable laws and
regulations.
If requested upon
the exercise of the Option, certificates for Option Shares may be
issued in the name of the Optionee jointly with another person or
in the name of the executor or administrator of the
Optionee’s estate, and the foregoing representations shall be
modified accordingly. The Optionee shall not have the rights
of a stockholder with respect to any Option Shares prior to his
acquisition of such Option Shares upon the exercise of this
Option.
Notwithstanding
any other provision hereof or of the Plan, no portion of this
Option shall be exercisable after the Expiration
