Form of restricted stock award agreement


 Exhibit 10.30 
 BRE PROPERTIES, INC 
 NON-EMPLOYEE DIRECTOR

 RESTRICTED STOCK AWARD AGREEMENT 
 THIS AGREEMENT, dated as of ________ (“Grant Date”), by and between BRE Properties, Inc., a Maryland Corporation (“Company”), and _______ (“Director”), is entered into
as follows: 
 WHEREAS, Director has been elected to serve a term as a member of the Board of Directors of Company;

 WHEREAS, the Company has adopted the Fifth Amended and Restated Non-Employee Director Stock Option and Restricted
Stock Plan (the “Plan”) as amended and reinstated as of August 7, 2007. 
 WHEREAS, in accordance with the
Plan, Director is entitled to receive such number of whole shares (“Stock”) equal to a Fair Market Value of _________ ($______) 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 Director __________ (________) shares of Stock (the “Grant
Amount”). The difference between _____________ (________) and the Fair Market Value of the Grant Amount shall be paid in cash. 
 2. Terms of Vesting. The interest of Director in the Stock shall be fully vested on the one year anniversary of the date of this Agreement (the “Vesting Date”) provided that, if
Director voluntarily terminates as a director prior to the one year anniversary, Director shall vest on the date of termination in one-twelfth (1/12th) of the Grant Amount for each full calendar month from the Grant Date until such termination. 
 3. Restrictions.  
 3.1. Restriction 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.” 






 3.2. Resignation. If the Director resigns or is removed as a director prior to the
Vesting Date, the unvested Stock subject to the provisions of this Agreement shall be forfeited by the Director, and ownership transferred back to the Company. 
 3.3. Reorganization. In the event of a Reorganization prior to the Vesting Date, the entire Grant Amount shall vest immediately prior to such Change of Control. 
 4. Legend. During the Restriction Period, 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.” 
 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 Director. 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 Director, provided that Director may request that a certificate for any Stock that has vested be released to the Director free of the legend
described in Section 4. 
 6. Director Shareholder Rights. During the Restriction Period, the Director 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 Director 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 Director shall
in his/her capacity as owner of unvested shares of Stock which have been awarded to Director (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 Director shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the
vesting of Stock hereunder. The Director 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 and may request that the Company
withhold additional amounts by notifying Company at any time prior to issuance of the certificate evidencing the Stock of the additional amount the Director desires to have withheld. 
 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 Director at such Director’s address then on file with the Company. 
 9.4. Entire Agreement. This Agreement, including the Plan, constitute the entire agreement of the parties with respect to the subject
matter hereof. 
 9.5. Defined Terms. Terms not defined herein shall have the meaning given to them in the Plan.

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 
  

									
	BRE PROPERTIES, INC.	 		 	DIRECTOR
			
	  
	 		 	  

	By:	 	Constance B. Moore	 		 	  

	Its:	 	President & Chief Executive Officer	 		 	Printed Name