EXHIBIT 10.11(e)
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AMLI RESIDENTIAL PROPERTIES
RESTRICTED SHARE AWARD AGREEMENT
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THIS AGREEMENT is made and entered into as of the [Day] day of
[Month], [Year] between [FName] [MInitial] [LName], an individual
("Participant"), and the company signing below as the Affiliated Company,
as defined below (the "Company");
WHEREAS, the AMLI Residential Properties Amended 2002 Senior Officer
Share Acquisition Plan (the "Plan") was adopted on April 28, 2003 by AMLI
Residential Properties Trust (the "REIT"), AMLI Residential Properties,
L.P. (the "Partnership"), AMLI Management Company, AMLI Residential
Construction, LLC or AMLI Institutional Advisors, Inc., or any related
entities formed or to be formed by the foregoing entities after the date
hereof (each of such companies collectively referred to as the "Affiliated
Companies") in order to enable each of the Affiliated Companies to
attract, retain and motivate their employees individuals to perform
services as employees and otherwise by providing for or increasing the
opportunity for such individuals to share in the growth and success of the
Affiliated Companies through proprietary interests in the REIT and thereby
promote the long-term financial interest of the REIT and the other
Affiliated Companies;
WHEREAS, pursuant to Subsection 1.3 of the Plan, the Compensation
Committee (the "Committee") of the Board of Trustees of the REIT has been
designated to operate and administer the Plan; and
WHEREAS, the Committee has granted a Restricted Share Award, as
defined in Section 2.1 of the Plan, to Participant under the Plan and
Participant and the Company desire to document the grant thereof;
NOW, THEREFORE, for and in consideration of the premises and the
mutual agreements contained herein, and for other good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged by the parties, it is hereby agreed as follows:
1. GRANT OF COMMON SHARES: As of [Month] [Day], [Year], the Company has
granted to Participant [Shares Acquired] Common Shares, as defined
below, pursuant to the Plan at a per share value based on the average
of the high and low share prices effective the [Day] before the
[Month] meeting of the Board of Trustees (dollar amount).
2. VESTING RULES: The Common Shares granted hereunder shall vest on the
earlier to occur of the following dates (the "Vesting Date"):
(a) One third of the Common Shares on each of the first, second
and third anniversary of [Month] [Day], [Year], provided that
all unvested Common Shares will be forfeited upon the
Participant's voluntary termination of employment with an
Affiliated Company or if the Participant's employment with an
Affiliated Company is terminated for Cause;
(b) Participant's death;
(c) Participant's permanent disability;
(d) Termination of employment of Participant by any Affiliated
Company without Cause;
(e) Retirement on or after attainment of age sixty-two (62)
provided Participant was an employee of an Affiliated Company
for at least ten (10) years immediately preceding the
retirement; or
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(f) Following a Change in Control.
If the terms of the Participant's employment are now or in the future
become subject to a written employment agreement containing a change
in control provision, the applicable change in control provisions
included in such employment agreement are incorporated herein by
reference into this definition and supercede this definition of
change in control.
For purposes of this Section,
"Affiliate" with regard to a Person, means a Person that
controls or is controlled by such Person. For purposes of this
definition, "control" when used with respect to any Person
means the power to direct the management and policies of such
Person, whether through the ownership of voting securities, by
contract or otherwise. The term "Affiliates" and "Affiliated"
shall have correlative meanings. For purposes of this Section,
no Affiliated Company shall be deemed an Affiliate of the
Participant.
"Cause" shall mean the occurrence of any of the following:
(i) the willful and continued failure of Participant to
substantially perform his or her duties (other than any
such failure resulting from Participant's incapacity due
to physical or mental illness) which failure has not been
corrected by Participant within thirty (30) days after an
Affiliated Company has given Participant written notice
of such failure;
(ii) the willful engaging by Participant in conduct which is
demonstrably and materially injurious to an Affiliated
Company, monetarily or otherwise;
(iii) conduct by Participant that involves theft, fraud or
dishonesty; and
(iv) other acts of moral turpitude by Participant.
"Change in Control" shall mean the occurrence any of the
following:
(i) Any Person other than:
(1) A trustee or other fiduciary of securities held
under an employee benefit plan of an Affiliated
Company or an Affiliate of an Affiliated Company;
(2) A corporation, trust or other entity owned,
directly or indirectly, by the shareholders of the
applicable Affiliated Company on the date of the
transaction in substantially the same proportions
as their ownership of the Affiliated Company;
(3) Any Person in which the Participant has a
substantial (10% or greater) equity interest;
(4) an Affiliated Company or their respective
Affiliates and families; or
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(5) A Person that acquires Shares pursuant to a
Business Combination which is approved by the
shareholders of the REIT and which complies with
subparagraph (iv) of this definition;
is or becomes a beneficial owner (as defined in Rule 13d-
3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of Shares representing 25% or
more of the total voting power of the REIT's then
outstanding Shares, or of 25% or more of the then
outstanding Units;
(ii) A tender offer is made for the Shares or Units and the
Person making the offer owns or has accepted for payment
Shares representing 25% or more of the total voting power
of the REIT's then outstanding Shares, or of 25% or more
of the then outstanding Units, as the case may be;
(iii) The majority of the REIT's Board, as defined in the Plan,
consists of individuals other than Incumbent Trustees,
which term means the members of the REIT's Board on the
date of this Agreement; provided that any individual
becoming a Trustee subsequent to such date whose election
or nomination for election was supported by 2/3 of the
Trustees who then comprised Incumbent Trustees shall be
considered to be an Incumbent Trustee; or
(iv) The shareholders of the REIT or the limited partners of
the Partnership, as applicable, approve a reorganization,
merger, consolidation or sale of all or substantially all
of the assets of any Affiliated Company (a "Business
Combination") with or to any other Person (other than,
the Participantor their respective Affiliates) other than
a Business Combination which would not result in any
Person (other than Participant or their respective
Affiliates) owning, directly or indirectly, 50% or more
of the combined voting power of the REIT's or such
surviving entity's outstanding voting securities, or of
the Units, immediately after such Business Combination.
"Common Shares" means common shares of beneficial interest of
the REIT, par value $0.01 per share.
"Person" includes an individual, corporation, partnership,
trust, unincorporated association or any other legal entity,
and collectively shall include any group of two or more Persons
acting in concert.
"Preferred Shares" means the preferred shares of beneficial
interest of the REIT, par value $0.01 per share.
"Shares" means the Common Shares, together with the preferred
shares, if any, of the REIT.
"Unit" means a unit of limited partnership interest in the
Partnership.
3. RIGHTS AS A SHAREHOLDER: The Participant shall be entitled to all
rights of a shareholder with respect to the Common Shares whether or
not the Common Shares have vested, except that, until vesting occurs,
the Participant will receive distribution equivalents (taxable cash
compensation) in lieu of distributions and will not be entitled to
vote the Common Shares. The Participant shall lose any such rights to
the extent Common Shares are forfeited in accordance with Section 2
above.
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4. DISTRIBUTION OF COMMON SHARES: As soon as practicable after Common
Shares have vested in accordance with Section 2 of this Agreement,
the REIT shall issue to the Participant certificates without any
restrictive legend referencing the Plan representing the Common
Shares that have vested.
5. NON-TRANSFERABLE: No award under the Plan, and no interest therein,
shall be transferable prior to the time Common Shares have vested in
accordance with the terms of the Plan and then only to the extent of
such vesting and except as designated by the Participant by will or
by the laws of descent and distribution.
6. TERMS OF PLAN: Any provision of this Agreement to the contrary
notwithstanding, the terms of the Plan shall govern the Award, and
this Agreement is subject in all respects to the terms and conditions
of the Plan. Any capitalized term used but not defined herein shall
have the meaning set forth in the Plan. A copy of the Plan will be
made available to Participant at the office of the Affiliated Company
employing the Participant.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
[Company]
[FName] [MInitial] [LName]
[Member]
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(Participant's Signature) By:
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