EXHIBIT 4.1


 


Form of Restricted Stock Agreement


 


Restricted Stock Agreement


 


This RESTRICTED STOCK AGREEMENT (the “Agreement”)
is made this ______ day of ______________, 20__, by and between MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation
(the “Company”), and __________________________, a resident of ___________________________, _______  (the
“Recipient”).


 


WITNESSETH:


 


WHEREAS the Company has adopted the Mid-America Apartment Communities,
Inc. 2004 Stock Plan, as amended (the “Plan”), which authorizes the Company to award restricted shares (“Restricted
Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), to key employees of
the Company and/or its affiliates (individually, a “Restricted Stock Award”); and


 


WHEREAS, the Compensation Committee of the Board of Directors
of the Company has adopted the 2013 Long Term Incentive Program (the “2013 Plan”); and


 


WHEREAS, the Company and Recipient wish to confirm the terms
and conditions of a Restricted Stock Award through the 2013 Plan to Recipient on ___________________, 20___ (the “Date
of Award”).


 


NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
it is agreed between the parties hereto as follows:


 


1.           Definitions.  Except
as provided in this Agreement, or unless the context otherwise requires, the terms used herein shall have the same meaning as in
the Plan.


 


2.           Award
of Shares.  Upon and subject to the terms, restrictions, limitations and conditions stated herein, the Company hereby
awards to Recipient ____________ Restricted Shares of the Company’s Common Stock (the “Shares”).


 


3.           Rights;
Vesting; Forfeiture.  Except as otherwise provided herein, Recipient shall have full right, title and interest in
the Shares to the extent such Shares have vested in accordance with subparagraph (iii) below.


 


i.           During
the Vesting Period (as defined below) and prior to the vesting of the Shares, the Shares may not be sold, assigned, transferred,
pledged or otherwise encumbered by Recipient.  Certificates issued with respect to the Shares shall be registered in
the name of Recipient and deposited by Recipient with the Company, and any such certificates shall bear an appropriate legend disclosing
the restrictions imposed on the Shares hereunder and by the Plan.  Upon the lapse of the restrictions applicable to the
Shares, the Company shall deliver such certificates to Recipient or Recipient’s legal representative, as the case may be.


 


ii.           During
the Vesting Period the Recipient shall have all rights of a shareholder of the Company (except as otherwise provided herein), including
without limitation the right to vote and receive dividends on the Shares.  If as a result of a stock dividend, stock
split, recapitalization or other adjustment in the capital stock or stated capital of the Company, or as the result of a merger,
consolidation, or other reorganization, the Common Stock is increased, reduced or otherwise changed and by virtue thereof, Recipient
shall be entitled to new or additional or different shares, with such new or additional shares being subject to the same terms,
conditions and restrictions as applicable to the Shares, as determined by the 2013 Plan.


 



    	 



    	 



    

 


iii.           The
Shares shall vest at such time and on such date as the performance criteria indicated on Schedule A has been satisfied (the “Vesting
Date(s)”), provided that Recipient is employed by the Company or an Affiliate (the “Employer”) at
all times following the Date of Award and prior to and on the Vesting Date(s) (the “Vesting Period”).  If,
at any time during the Vesting Period, Recipient’s employment with Employer is terminated for any reason other than as a
result of termination for good reason, termination without cause, death, Disability, retirement or change of control, all of the
Shares held by such Recipient shall immediately and automatically be forfeited without monetary consideration to the Company and
shall be automatically canceled and retired.  If Recipient’s employment with Employer is terminated for termination
for good reason, termination without cause, death, Disability, retirement or change of control, all as defined in the 2013 Plan,
then in any such case all Shares shall become immediately vested and nonforfeitable.


 


4.           Share
Award and Shares Subject to Plan.  The Restricted Stock Award represented by this Agreement and the Shares shall
be subject to, and the Company and Recipient agree to be bound by, all of the terms and conditions of the Plan, as the same shall
be amended from time to time in accordance with the terms thereof.


 


5.           Covenants
and Representations of Recipient.  Recipient represents, warrants, covenants and agrees with the Company as follows:


 


i.           The
Shares cannot be offered for sale, sold or transferred by Recipient other than pursuant to: (A) an effective registration under
applicable state securities laws or in a transaction which is otherwise in compliance with such laws; (B) an effective registration
under the Securities Act of 1933, as amended (the “1933 Act”), or in a transaction otherwise in compliance with the
1933 Act; and (C) evidence satisfactory to the Company of compliance with the securities laws of all applicable jurisdictions.  The
Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws;


 


ii.           The
Company will be under no obligation to register (or maintain the registration of) the Shares or to comply with any exemption available
for sale of the Shares without registration.  The Company is under no obligation to act in any manner so as to make Rule
144 promulgated under the 1933 Act available with respect to sales of the Shares; and


 


iii.           If
applicable, a legend indicating that the Shares have not been registered under the applicable state securities laws and referring
to any applicable restrictions on transferability and sale of the Shares may be placed on the certificate or certificates delivered
to Recipient and any transfer agent of the Company may be instructed to require compliance therewith.


 


6.           Governing
Law.  This Agreement shall be construed, administered and enforced according to the laws of the State of Tennessee,
without regard to the conflicts of laws provisions thereof.


 


7.           Successors.  This
Agreement shall be binding upon and inure to the benefits of the heirs, legal representatives, successors and permitted assigns
of the parties.


 


8.           Notice.  Except
as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed
to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known address of such recipient.  Any party may designate
any other address to which notices shall be sent by giving notice of such address to the other parties in the same manner provided
herein.


 



    	 



    	 



    

 


9.           Severability.  In
the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of
this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or portion thereof
had never been contained herein.


 


10.           Entire
Agreement.  Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and
agreement of the parties hereto with respect to such terms, restrictions and limitations.  This Agreement may be executed
in two or more counterparts, each of which shall be deemed and original but all of which shall constitute one and the same instrument.


 


11.           Violation.  Any
transfer, pledge, sale, assignment or hypothecation of the Shares except in accordance with this Agreement shall be a violation
of the terms hereof and shall be void and without effect.


 


12.           Headings.  Section
headings used herein are for convenience of reference only and shall not be considered in interpreting this Agreement.


 


13.           Specific
Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and
provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction
in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.


 


14.           Counterparts.  This
Agreement may be executed by the signatures of each of the parties hereto, or to a counterpart of this Agreement, and all such
counterparts shall collectively constitute one Agreement.  Facsimile signatures shall constitute original signatures
for purposes of this Agreement.


 


IN WITNESS WHEREOF, the parties have executed and sealed this
Agreement on the day and year first set forth above.


 


	 	MID-AMERICA APARTMENT COMMUNITIES, INC.
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	RECIPIENT:
	 	 
	 	Signature:
	 	Name (printed):