Exhibit








EXHIBIT 10.1


FORM OF
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE MID-AMERICA APARTMENT COMMUNITIES, INC.
2013 STOCK INCENTIVE PLAN




	
		
	Name of Grantee:
	 

	 
	 

	No. of Shares:
	 

	 
	 

	Grant Date:
	 






Pursuant to the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan as amended through the date hereof (the “Plan”), and the Mid-America Apartment Communities, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above.  Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.  The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.


1.    Award.  The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company.  Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below.  The Grantee shall (i) either sign and deliver to the Company a copy of this Award Agreement or (ii) electronically accept the Award Agreement through any administrative site the Company may have in place from time to time.


2.    Restrictions and Conditions.


(a)    Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.


(b)    Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.


(c)    If the Grantee’s employment with the Company and its Subsidiaries is voluntarily terminated for any reason other than as provided in Paragraph 2(d) below prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. 


(d)    If the Grantee’s employment with the Company and its Subsidiaries is terminated (i) involuntarily by the Company without cause; (ii) on account of death; (iii) due to disability as determined by the Administrator in accordance with standards and procedures similar to those under the Company’s long-term disability plan; or (iv) due to retirement upon attainment of at least age 65 after completion of at least five (5) years of employment with the Company or upon attainment of age 55 and if the sum of the Participant’s age and number of years of employment with the Company is equal to 75 or more, in each case prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall be immediately vested.


3.    Vesting of Restricted Stock.  The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates.  If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.













	
		
	Incremental Number
of Shares Vested
	Vesting Date

	_____________ (___%)
	____________

	_____________ (___%)
	____________

	_____________ (___%)
	____________

	_____________ (___%)
	____________

	_____________ (___%)
	____________






Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock.  The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.  Notwithstanding the foregoing or Section 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Grantee and the Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Award is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Award shall become immediately vested and the restrictions and conditions of Paragraph 2 shall lapse, whether or not vested at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event.


4.    Dividends.  Dividends on shares of Restricted Stock shall be paid currently to the Grantee.


5.    Incorporation of Plan.  Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan.  Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


6.    Transferability.  This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.


7.    Tax Withholding.  The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event.  Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.


8.    Election Under Section 83(b).  The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code.  In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company.  The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.


9.    No Obligation to Continue Employment.  Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.


10.    Integration.  This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.


11.    Data Privacy Consent.  In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”).  By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant 











Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.  The Grantee shall have access to, and the right to change, the Relevant Information.  Relevant Information will only be used in accordance with applicable law.


12.    Notices.  Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.


	
					
	 
	 
	 
	 
	MID-AMERICA APARTMENT



	 
	 
	 
	 
	COMMUNITIES, INC.

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	By:
	 

	 
	 
	 
	 
	Title:






The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.  Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.


	
					
	Dated:
	 
	 
	 
	 

	 
	 
	 
	 
	Grantee's Signature

	 
	 
	 
	 
	 

	 
	 
	 
	 
	Grantee's name and address: