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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
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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 E
