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Exhibit 10.45
ACADIA REALTY TRUST
1999 SHARE INCENTIVE PLAN
2003 SHARE INCENTIVE PLAN
EXHIBIT
DEFERRAL AND DISTRIBUTION ELECTION FORM
Attached is an election form that you may use if you wish to
defer
receipt of the Shares that would otherwise
be issued to you upon the exercise of
Options awarded to you under the Plan,
subject to the terms and conditions
described on the form. You must execute and
deliver a completed Deferral and
Distribution Election Form as provided for
in the form.
An election to defer receipt of your Options may not be revoked,
but
will become null and void under certain
circumstances listed in Section 1 of the
Deferral and Distribution Election
Form.
You are advised to consult with your individual tax advisor with
respect
to the tax consequences related to your
Options and any elections you may make
to defer the receipt associated with
exercise of your Options.
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ACADIA REALTY TRUST
[1999] SHARE INCENTIVE PLAN
[2003] SHARE INCENTIVE PLAN
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DEFERRAL AND DISTRIBUTION ELECTION FORM
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AGREEMENT ("Agreement"), made this day of , , by and between me, as
a
participant in the Acadia Realty Trust 1999
Share Incentive Plan and/or 2003
Share Incentive Plan (collectively, the
"Plan"), and Acadia Realty Trust (the
"Company"). We agree that any term that
begins herein with initial capital
letters shall have the special meaning
defined in the Plan or the Award
Agreement, unless the context clearly
requires otherwise.
This Agreement and the elections that I make herein shall control
the
treatment of the Shares I would otherwise
have received upon the exercise of any
Share options that I exercise during the
time frame identified in Section 2
below.
1.
EFFECTIVENESS OF ELECTION. I recognize and agree that
every election that I make in this Deferral
and Distribution Election Form will
become effective -- AND IRREVOCABLE -- on
the date on which I deliver this
Agreement to an executive officer of the
Company, other than myself.
Nevertheless, this Agreement will
automatically become null, void, and of no
effect in the event that either -
(i)
my delivery of this election occurs after of (or June 30th of
any subsequent year), or
(ii) the
Committee determines that either of the following events has
occurred on or before December 31st of the
current year:
[ ] the trailing 20-day average price of the Company's
outstanding Shares is below $13.50 on the Exercise Date that
I select in Section 2 below.
[ ] A change in federal tax laws either prohibits this election
or would require that I recognize income before the
distribution dates selected below.
2. DEFERRAL
ELECTION. Subject to Section 1 above, I hereby
elect to defer receipt of any Shares that
would otherwise be issued to me upon
my exercise of any Options during the last
15 days of the current year pursuant
to my payment of the exercise price through
the surrender of Shares that I have
beneficially owned for at least six months
prior to the Exercise Date.
3. NATURE OF
DEFERRAL. I recognize and agree that,
following the exercise of any stock options
covered by my election in Section 2
above, the Company will establish an escrow
account ("Account") for me under the
Plan, and will credit the Account with
share units ("Units")
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on a one-to-one basis with the Shares that
I would otherwise receive as taxable
income upon the exercise of the
Options.
I further recognize and agree that any Units that are credited
to my Account will be non-transferable,
non-assignable, and may not otherwise be
disposed, pledged, or alienated in any way,
will be subject to the claims of the
Company's general creditors, and will
represent merely an unsecured, unfunded
promise of the Company to deliver Shares to
me or my beneficiaries in accordance
with Sections 5, 6, and 7 below.
4. DIVIDEND
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