EXHIBIT 10.1


 


	MAA
	2013 LONG TERM INCENTIVE PROGRAM
	 


 


The Mid-America Apartment Communities, Inc., or MAA, 2013 Long
Term Incentive Program, or Plan, covers three separate performance periods: the one year performance period beginning on January
1, 2013 and ending on December 31, 2013, the 2 year performance period beginning on January 1, 2012 and ending on December 31,
2013 and the three year performance period beginning on January 1, 2011 and ending on December 31, 2013. Any awards earned under
the Plan will be issued in shares of restricted common stock of MAA based on MAA’s closing common stock price on the first
market day of 2013. All shares issued under the Plan will be issued pursuant and subject to MAA’s 2004 Stock Plan, or the
2004 Plan. The amount of awards earned will be based on a percentage of annual base salary. The percentage of base salary earned
will be split between three categories: Absolute Total Shareholder Return, Relative Total Shareholder Return and Service-Based
Shares. Participants will have total award opportunities ranging from 0% to 300% of salary.


 


Each category will operate as follows:


 


Absolute Total Shareholder Return,
or Absolute TSR


 


The Absolute TSR category will be earned dependent on
MAA TSR performance over the performance periods reaching pre-defined levels. Absolute TSR must reach a pre-defined minimum level
over the performance period to earn any shares of restricted stock.


 


Any restricted shares earned in the Absolute TSR category will
be issued on January 24, 2014 and will vest 25% on January 23, 2015, 25% on January 22, 2016, 25% on January 24, 2017 and 25% on
January 24, 2018, dependent upon continued employment in good standing through each vest date.


 


Relative Total Shareholder Return,
or Relative TSR


 


The Relative TSR category will be earned dependent upon
MAA TSR performance being in excess of the NAREIT Apartment REIT Index performance during the performance periods by pre-defined
levels. Relative TSR must be in excess of the NAREIT Apartment REIT Index by a pre-defined minimum level over the performance periods
to earn any shares of restricted stock.


 


Any restricted shares earned in the Relative TSR category will
be issued on January 24, 2014 and will vest 25% on January 23, 2015, 25% on January 22, 2016, 25% on January 24, 2017 and 25% on
January 24, 2018, dependent upon continued employment in good standing through each vest date.


 


TSR Calculations


 


For purposes of this Plan, all TSR performance will be calculated
as the change in closing common stock price plus dividends on an annualized basis. The MAA TSR will be calculated using the closing
stock prices on the first market day of each performance period and the average closing share price for the month of December,
2013. Should the NAREIT Apartment REIT index be unavailable for any reason, the SNL U.S. REIT Multifamily index will be used in
its place.


 


Service Based Shares


 


Shares awarded through the Service Based Share category will
be issued on January 24, 2014 contingent upon certain length of service and performance assessment requirements and will vest 25%
on January 23, 2015, 25% on January 22, 2016, 25% on January 24, 2017 and 25% on January 24, 2018, dependent upon continued employment
in good standing through each vest date.


 



    	 



    	 



    

 


Dividends


 


Participants will be eligible to receive dividends on issued
shares of restricted stock during any and all applicable vesting periods.


 


Termination of Employment


 


Neither the adoption of the Plan nor the granting of any award
under the Plan shall confer upon any employee of MAA any right to continued employment with MAA, nor shall it interfere in any
way with the right, if any, of MAA to terminate the employment of any employee at any time for any reason.


 


For purposes of the Plan, the following terms shall have the
meanings ascribed to such terms in the 2004 Plan:


 


		·	Cause



		·	Change in Control



		·	Disability



		·	Retirement



 


In the event that a Participant voluntarily terminates his or
her employment with MAA (other than as a result of Retirement) or such employee’s employment is terminated by MAA with Cause,
all issued and vested shares will be retained by the Participant, any issued but unvested shares shall be immediately forfeited
and rights to any earned but unissued shares shall be immediately forfeited.


 


If a Participant’s employment with MAA is terminated as
a result of death, Disability, Retirement, or without Cause, all issued and vested shares will be retained by the Participant,
all issued and unvested shares will immediately vest upon the occurrence of such termination and all earned but unissued shares
will issue in accordance with the Plan and immediately vest upon such issuance date.


 


All issued but unvested shares shall automatically vest upon
a Change in Control.


 


Equity Restructurings


 


In the event of an equity restructuring as defined by Financial
Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, the Compensation Committee of the Board
of Directors shall in an equitable and proportionate manner (and, as applicable, in such equitable and proportionate manner as
is consistent with Sections 422 and 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder)
either: (i) adjust any or all of (1) the aggregate number of shares or other securities of MAA (or number and kind of
other securities or property) with respect to which awards may be granted under the 2013 Long Term Incentive Program; and (2) the
number of shares or other securities of MAA (or number and kind of other securities or property) subject to outstanding awards
under the 2013 Long Term Incentive Program, provided that the number of shares subject to any award shall always be a whole number;
(ii) provide for an equivalent award based on the market fair value of the shares or other securities of MAA in respect of
securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make
provision for a cash payment equal to the market fair value of the shares or other securities of MAA to the holder of an outstanding
award.