EXHIBIT 10.1
AVALONBAY COMMUNITIES,
INC.
NON-QUALIFIED 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 Non-Qualified 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.
Non-Qualified Stock
|
Option:
|
|
This Option does not
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”),
and consequently shall be treated as a non-qualified stock option
for tax purposes.
|
|
|
|
|
|
Vesting Schedule
:
|
|
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 this award.
|
|
|
|
|
|
|
|
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.
|
Additional
Terms/Acknowledgements: The undersigned Optionee acknowledges receipt
of, and understands and agrees to, this Non-Qualified 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
Non-Qualified 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
: Non-qualified
Stock Option Agreement Terms
1
AVALONBAY COMMUNITIES,
INC.
1994
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
NON-QUALIFIED 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
this 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, (ii) the satisfaction of
section 10 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 this Option, certificates for Option Shares may be
is
