Form of Performance Share Award



 Exhibit 10.50 
  
 BRE PROPERTIES, INC 
 PERFORMANCE STOCK AWARD AGREEMENT 
  
 THIS AGREEMENT, dated as of                     , 2004 (“Grant Date”), by and between BRE
Properties, Inc., a Maryland Corporation (“Company”), and                             
(“Employee”), is entered into as follows: 
  
 WHEREAS, the Company and Employee have entered into an employment agreement dated
                             (which, along with all amendments thereto is hereinafter referred to as
the “Employment Agreement”) which provides that, at the discretion of the Compensation Committee of the Board of Directors of the Company (“Committee”), Employee is eligible to receive long term incentive awards; 
  
 WHEREAS, the Company has established the 1999 BRE Stock Incentive Plan
(“Plan”), a copy of which has been delivered to Employee, to provide long term incentive awards; and 
  
 WHEREAS, the Committee has determined that the Employee be granted shares of the Common Stock of the Company (“Stock”) subject to the
restrictions stated below and as hereinafter set forth; 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Grant of Stock. Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to Employee Eleven Thousand
(                    ) shares of Stock (the “Grant Amount”), which represents 150% of the Target and is the maximum number of shares
to be awarded under this agreement. 
  
 2. Terms of
Vesting. The interest of the Employee in the Stock shall vest on the fifth anniversary of the Grant Date (the “Vesting Date” as it may be adjusted pursuant to subsection 2.4) in an amount equal to that percentage (the “Vesting
Percentage”) of the total Grant Amount as determined pursuant to this Section 2. 
  
 2.1. Definitions. For the purposes of this Section 2 the following terms shall have the following meaning: 
  
 (a) “FFO” shall mean Funds from Operations as is reported by BRE and the REIT Peers; provided, however, if the definition shall change or Funds
from Operations not be computed in the same manner due to changes in underlying accounting principles or their application, then the Committee may appropriately adjust the calculation of FFO to make each year’s computation comparable from year
to year. 
  
 (b) “FFO Growth” shall mean, for any year,
the percentage determined by dividing (i) the increase in the FFO per share for the year for which such determination is being made over the FFO per share for the immediately preceding year (ii) by the FFO per share for the immediately preceding
year. 







 (c) “REIT Peers” shall mean the ten largest publicly traded multi-family REITs (excluding the
Company) as designated by the Company based on total assets as determined on the first day of each of the Relevant Years; provided, however, if any of such REITs is no longer in existence as of the last date of such year, is no longer publicly
traded as of the last day of such year or if such REIT has not reported within the standard timeframe (without extension) required by the Securities and Exchange Commission, then such REIT shall not be included in the REIT Peers and the next largest
publicly traded multi-family REIT not included in the REIT Peers as determined on the first day of such year shall be included. 
  
 (d) “Relevant Years” shall mean the calendar years 2004, 2005, 2006, 2007 and 2008. 
  
 (e) “Stock Multiple” shall mean, for any year, the Stock Price as
of December 31 of the year for which such determination is being made divided by the FFO per share for such year. 
  
 (f) “Total Shareholder Return” shall mean, for any year, the percentage computed by dividing (i) the sum of the change in the Stock Price
between January 1 and December 31 of the year for which such determination is being made plus the dividends per share paid during such year by (ii) the Stock Price as of January 1 of such year. 
  
 (g) “Stock Price” shall mean the five-day average of the most
recent closing prices of the Stock or the common stock of the relevant REIT Peer, with the fifth day being the date of the determination. 
  
 (h) “Vesting Contribution” shall mean for any particular Goal, if the “Actual Goal Achievement” (as computed per subsection 2.3) is:

  
 (i) less than or equal to the Threshold, then zero,

  
 (ii) greater than the Threshold and less than or equal to the
Target, then that amount of the Weighting Factor equal to the proportion that the Actual Goal Achievement is between the Threshold and the Target and, 
  
 (iii) greater than the Target, then the Weighting Factor plus fifty percent (50%) of the amount of the Weighting Factor equal to the proportion that that
Actual Goal Achievement is between the Target and the Maximum (but in no event to exceed one hundred fifty percent of the Weighting Factor); 
  
 where the Goals, their Weighting Factor, Threshold, Target and Maximum are as set forth on Exhibit A attached hereto and made a part hereof. 
  
 2.2. Vesting Determination Date. The Vesting Percentage shall be
determined as of the Vesting Date as soon as all of the information necessary for determining the Vesting Percentage is available. If any of the information necessary for determining the Vesting 
  

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 Percentage is not available through the end of the last Relevant Year and is not expected to be available within
forty-five (45) days of the Vesting Date, then, with respect to such year (and only for that information that is not available), the year to date information available through the most recent quarter shall, if appropriate, be annualized and applied
to the computations required by this Section 2 as though such information represented the information for the full year. 
  
 2.3. Vesting Percentage Computation. The Vesting Percentage shall be computed as the sum of the Vesting Contribution for each of the Goals divided
by one hundred fifty percent (150%). An example of the Vesting Percentage Computation is attached hereto as Exhibit B. For purposes of this computation the Actual Goal Achievement for each Goal shall be computed as follows: 
  
 (a) Relative Total Shareholder Return Actual Goal Achievement shall be
computed as follows: For each of the Relevant Years the Company shall determine the percentile ranking of its Total Shareholder Return for that year in the Total Shareholder Return of the members of the REIT Peers for that year. The Relative Total
Shareholder Return Actual Goal Achievement equals the sum of such percentile rankings for each of the Relevant Years divided by the number of Relevant Years. 
  
 (b) Relative FFO Growth Actual Goal Achievement shall be computed as follows: For each of the Relevant Years, the Company shall determine the percentile
ranking of its FFO Growth for that year in the FFO Growth of the members of the REIT Peers for that year. The Relative FFO Growth Actual Goal Achievement equals the sum of such percentile rankings for each of the Relevant Years divided by the number
of Relevant Years. 
  
 (c) Relative Stock Multiple Actual Goal
Achievement shall be computed as follows: For each of the Relevant Years the Company shall determine the percentile ranking of its Stock Multiple for that year in the Stock Multiple of the members of the REIT Peers for that year. The Relative Stock
Multiple Actual Goal Achievement equals the sum of such percentile rankings for each of the Relevant Years divided by the number of Relevant Years. 
  
 2.4. Vesting Percentage Computation upon change in Employment Status. Notwithstanding subsection 2.3, if the Employee’s employment with the
Company is terminated by the employee due to death, Disability, Good Reason, retirement on or after the Retirement age (as defined in the Plan), or by the Company for other than Good Cause, the Vesting Date shall be the date of such termination and
the Vesting Percentage shall be computed by applying the formula contained in this Section 2 (including the adjustments made in subparagraphs (a), (b), (c), and (d) of this subsection 2.4.) If the Employee’s employment with the Company is
voluntarily terminated by the employee earlier than five years from the Grant Date, the Vesting Date shall be the date of such termination and the Vesting Percentage shall be computed by applying the formula contained in this Section 2 (including
the adjustments made in subparagraphs (b), (c) and (d) of this subsection 2.4 but specifically excluding the adjustment described in subparagraph 2.4(a)) and pro rating as follows: (i) zero percent (0%) if the Vesting Date is less than two years
from the Grant Date, (ii) forty percent (40%) if the Vesting Date is at least two years but less than four years from the Grant Date, and (iii) eighty percent (80%) if the Vesting Date is at least four years but less than five years from the Grant
Date. 
  

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 (a) The Weighting Factor for each Goal shall be multiplied by a fraction, the numerator of which is the
number of whole calendar quarters from January 1, 2004 through the most recent quarter ending on or before the Vesting Date (the “Employed Quarters”) and the denominator of which is 20 (the number of quarters in the Relevant Years before
taking into account the adjustment made to the definition of Relevant Years in subsection (c) below); 
  
 (b) The Relevant Years shall be those years commencing with 2004 and ending in the year in which the most recent calendar quarter on or before the
Vesting Date occurred; 
  
 (c) The number of Relevant Years shall
be the sum of the number of whole years plus the portion of the partial year, if any, expressed in quarters, in the Relevant Years as determined pursuant to this subsection 2.4; and 
  
 (d) If the final Relevant Year in such period is less than a full calendar year, then each of the computations made
pursuant to Section 2.3 shall proportionately weight the final year for its shortened period. By way of example if the Vesting Date is April 10, 2005, then the number of relevant years is 1 and 1/4th and if the Relative Total Share Return in 2004 was in the 65th percentile and, for the quarter ended March 31, 2005, the 75th
percentile on an annualized basis, then the Relative Total Share Return Actual Goal Achievement would be 67 (the sum of 65 plus 1/4th of 75 divided by 1.25 years). 
  
 2.5 Vesting
upon Change in Control. Notwithstanding subsection 2.3, upon a Change in Control (as defined in the Employment Agreement), the Vesting Date shall be the date of the Change in Control and the Vesting Percentage shall be computed by applying the
same formula contained in Section 2.4, except that there is no pro rating adjustment as set forth in Section 2.4. 
  
 2.6 Termination for Cause. If the Employee’s employment with the Company is terminated by the Company for Good Cause prior to five years from
the Grant Date, the Stock subject to the provisions of this Agreement shall be forfeited by the Employee, and ownership transferred back to the Company. 
  
 3. Restrictions Period. The Stock or rights granted hereunder may not be sold, pledged or otherwise transferred until the Stock
becomes vested in accordance with Section 2. The period of time between the date hereof and the date the Stock becomes vested is referred to herein as the “Restriction Period.” 
  
 4. Legend. All certificates representing any shares of Stock of the Company subject to the provisions of this
Agreement shall have endorsed thereon the following legend: “The shares represented by this certificate are subject to an agreement between the Corporation and the registered holder, a copy of which is on file at the principal office of this
Corporation.” 
  

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 5. Retention of Certificate. The certificate or certificates evidencing the Stock subject hereto
shall be deposited with the Secretary of the Company. The Stock may also be held in a restricted book entry account in the name of the Employee. Such certificates or such book entry shares are to be held by the Company until termination of the
Restriction Period, when they shall be released by the Company to the Employee, provided that, if the number of shares ultimately vested in Employee is different than the Grant Amount, then the certificate originally issued shall be cancelled and a
new certificate in the amount of shares vested in Employee shall be delivered to the Employee. 
  
 6. Employee Shareholder Rights. During the Restriction Period, the Employee shall have all the rights of a shareholder with respect to the Stock except for the right to transfer the Stock, as set forth in
Section 3 and except as set forth in Section 7. Accordingly, the Employee shall have the right to vote the Stock and to receive any cash dividends paid to or made with respect to the Stock. 
  
 7. Changes in Stock. In the event that as a result of (a) any stock
dividend, stock split or other change in the Stock, or (b) any merger or sale of all or substantially all of the assets or other acquisition of the Company, and by virtue of any such change the Employee shall in his/her capacity as owner of unvested
shares of Stock which have been awarded to Employee (the “Prior Stock”) be entitled to new or additional or different shares or securities, such new or additional or different shares or securities shall thereupon be considered to be
unvested Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Stock pursuant to this Agreement. 
  
 8. Taxes. The Employee shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Stock
hereunder. The Employee may elect to satisfy such withholding tax obligation by having the Company retain Stock having a fair market value equal to the Company’s minimum withholding obligation. 
  

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 9. Miscellaneous. 
  
 9.1. Transfers in Violation of Restrictions. The Company shall not be required (i) to transfer on its books
any shares of Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such shares shall have been so transferred. 
  
 9.2. Further Assurances. The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. 
  
 9.3. Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon delivery to the Employee at such Employee’s address then on file with the Company. 
  
 9.4. No Employment Guarantee. Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant Employee any
right to remain in the employ of the Company. 
  
 9.5.
Arbitration. This Agreement shall be governed by the arbitration provisions of the Employment Agreement, including the provision relating to recovery of reasonable attorneys’ fees, costs, and expenses. 
  
 9.6. Entire Agreement. This Agreement, including the Plan, and the
Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof. 
  
 9.7. Defined Terms. Terms not defined herein shall have the meaning given to them in the Employment Agreement and Plan; provided if a term is
defined in both such documents it shall have the meaning given in the Employment Agreement. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 
  

					
	BRE PROPERTIES, INC.	 	EMPLOYEE
		
	  

	 	  


	By:	 	  

	 	  


	Its:	 	  

	 	Printed Name

  
  

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 EXHBIT A 
 GOAL TABLE 
  

									
	 Goal

	  	Weighting Factor

	 	Threshold

	 	Target

	 	Maximum


	 Relative Total Share Return
	  	40%	 	40th Percentile	 	60th Percentile	 	75th Percentile
					
	 Relative FFO Growth
	  	40%	 	40th Percentile	 	60th Percentile	 	75th Percentile
					
	 Relative Stock Multiple
	  	20%	 	40th Percentile	 	60th Percentile	 	75th Percentile

  
  

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 EXHIBIT B 
 EXAMPLE COMPUTATION 
  

															
	 	  	Weighting
Factor

	 	 	Actual Goal
Achievement

	  	Threshold

	  	Target

	  	Maximum

	  	Vesting
Contribution

	 
	 Relative Total Share Return
	  	40	%	 	45	  	40	  	60	  	75	  	10	%
	 Relative FFO Growth
	  	40	%	 	60	  	40	  	60	  	75	  	40	%
	 Relative Stock Multiple
	  	20	%	 	70	  	40	  	60	  	75	  	26.7	%
							
	 Vesting Percentage Computation:
	  	 	 	 	 	  	 	  	 	  	 	  	 	 
							
	 Sum of The Vesting Contributions
	  	 	 	 	 	  	 	  	 	  	 	  	76.7	%
							
	 Divided by 150%
	  	 	 	 	 	  	 	  	 	  	 	  	150	%
							
	 Vesting Percentage
	  	 	 	 	 	  	 	  	 	  	 	  	51.1	%
							
	 Initial Shares available (150% 7,333 share Target)
	  	 	 	 	 	  	 	  	 	  	 	  	11,000	 
							
	 Shares Earned
	  	 	 	 	 	  	 	  	 	  	 	  	5,621	 

  

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