exv10w30






Exhibit 10.30




Form of Addendum to NQSO Stock Option Agreement

with

Certain Officers with Employment Agreements




      [In
accordance with the employment agreements of Messrs. Blair, Naughton, Sargeant and Horey, the Company enters into the following addendum to all Non-Qualified Stock Option
Agreements with such individuals.]



     This Addendum to Stock Option Agreement is dated as of                                         .



     Reference is made to the following agreement (the “Unmodified Stock Option Agreement”):




Non-Qualified
Stock Option Agreement between
                             (“Employee”) and AvalonBay
Communities, Inc. (“AvalonBay”), dated                      , with respect to                      stock
options (the “Options”) having an exercise price of $                    .


Capitalized terms used herein and not defined herein have the meanings set forth in the Unmodified
Stock Option Agreement.




     For the convenience of AvalonBay, the Unmodified Stock Option Agreement is in a standard
format commonly used by AvalonBay. However, this Addendum to Stock Option Agreement (the
“Addendum”) contains one or more provisions (the “Modifications”) approved by the Board of
Directors of AvalonBay (the “Board”) that are inconsistent with the terms of the Unmodified Stock
Option Agreement. The Board approved the Modifications at the time it approved the grant of the
Options to Employee, and for ease of administration the Company is documenting the grant of the
Options with the Modifications by entering into the Unmodified Stock Option Agreement and this
Addendum.



     NOW, THEREFORE, intending to be legally bound and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, AvalonBay and Employee agree as follows:




If, pursuant to the terms of the Employee’s Employment Agreement between the Company and
Employee (the “Employment Agreement”) or pursuant to the terms of a successor agreement or
arrangement (other than the Unmodified Stock Option Agreement), the vesting of Employee’s
stock options is accelerated upon the termination of his employment, then the following
shall apply: any Option then held by Employee may be exercised, to the extent exercisable
on the date of termination (after giving effect to accelerated vesting), for a period of
(i) in the case of termination by death of the employee, ___(___) years from the date of
termination, or until the Expiration Date, if earlier, and (ii) in the case of termination
for any reason other than death resulting in accelerated vesting, one (1) year from the
date of termination, or until the Expiration Date, if earlier.




For clarification it is noted that the terms of the preceding paragraph will not apply if
vesting of Employee’s stock options is not accelerated upon a termination of employment
(e.g., if he voluntarily resigns without a Constructive Termination without Cause, as
defined in the Employment Agreement). In such cases, the period of time following
termination in which the Options must be exercised will be determined by the



 









 







Unmodified Stock Option Agreement, which generally provides that the Options will terminate
earlier than one year from the date of termination.




To the extent that any terms in the Employment Agreement are more favorable to Employee
than the terms of the Unmodified Stock Option Agreement, the terms of the Employment
Agreement shall govern.



     Except as stated above, the terms of the Unmodified Stock Option Agreement apply in full to
the Options.



	 	 	 	 	 	 	 
	 	 	AVALONBAY COMMUNITIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

          Name:
	 	 
	 

	 	 	 	          Title:	 	 






     Receipt is hereby acknowledged of a copy of the Company’s Plan, the Unmodified Stock Option
Agreement and this Addendum. The undersigned agrees to be bound by the terms and conditions of the
Plan, the Unmodified Stock Option Agreement and this Addendum.



	 	 	 	 	 
	 

	 	 

Optionee:
	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 






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