Exhibit 10.1


AFFORDABLE RESIDENTIAL COMMUNITIES INC.


2003 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


 


RESTRICTED STOCK AGREEMENT,
made as of the date set forth on the Notice of Grant of Restricted Stock, by
and between Affordable Residential Communities Inc., a Maryland corporation
(the “Company”), pursuant to the Affordable Residential Communities Inc. 2003
Equity Incentive Plan (the “Plan”) and the employee or director of the Company
or an Affiliate named on the Notice of Grant of Restricted Stock (the “Participant”).  Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan.


 


WHEREAS, the Plan
administrator has authorized the grant to the Participant of the shares of
Restricted Stock as set forth in the Notice of Grant of Restricted Stock.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties hereto have agreed and do hereby agree
as follows:


 


1.                                       Grant of Award.  Pursuant to Section 7 of the Plan, the
Company grants to the Participant, as of the effective date of grant specified
in the Notice of Grant of Restricted Stock and subject to the terms and
conditions of the Plan and subject further to the terms and conditions set
forth herein, the number of shares of Restricted Stock as shown on the Notice
of Grant of Restricted Stock.  The Participant’s
grant and record of Restricted Stock share ownership shall be kept on the books
of the Company until the restrictions on transfer have lapsed.  At the Participant’s request, vested shares
may be evidenced by stock certificates.


2.                                   Vesting.  The shares of Restricted Stock granted to the
Participant shall vest in accordance with the vesting schedule set forth in the
Notice of Grant of Restricted Stock. 
Such vesting schedule indicates each date upon which the Participant
shall be entitled to receive shares of freely transferable Common Stock equal
to the number of vested shares of Restricted Stock, provided that, as of the
vesting date, the Participant has not incurred a termination of service with
the Company and all of its Affiliates. 
No vesting shall occur after the termination of a Participant’s
employment or service with the Company and its Affiliates for any reason.


3.                                       Rights as a
Stockholder.  The
Participant shall have all of the rights of a stockholder with respect to the
shares of Restricted Stock, including the right to vote on all matters with
respect to which the stockholders of the Company have the right to vote and the
right to receive dividends thereon.


4.                                       Restrictions on
Transfer.  Shares of
Restricted Stock may not be transferred or otherwise disposed of by the
Participant, including by way of sale,
assignment, transfer, pledge, hypothecation or otherwise, except as permitted
by the Committee, or by will or the laws of descent and distribution.


5.                                       Approvals.  No shares of Common Stock shall be issued
under this Restricted Stock Agreement unless and until all legal requirements
applicable to the issuance of such 


 





















 


shares have been complied
with to the satisfaction of the Committee. 
The Committee shall have the right to condition any issuance of shares
to the Participant on the Participant’s undertaking in writing to comply with
such restrictions on the subsequent disposition of such shares as the Committee
shall deem necessary or advisable as a result of any applicable law or regulation.


6.                                   Invalid Transfers.  No purported sale, assignment, mortgage,
hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting
or other) or other disposition of, or creation of a security interest in or
lien on, any of the shares of Restricted Stock by any holder thereof in
violation of the provisions of this Restricted Stock Agreement shall be valid,
and the Company will not transfer any of said shares of Restricted Stock on its
books nor will any of said shares of Restricted Stock be entitled to vote, nor
will any dividends be paid thereon, unless and until there has been full
compliance with said provisions to the satisfaction of the Company.  The foregoing restrictions are in addition to
and not in lieu of any other remedies, legal or equitable, available to enforce
said provisions.


7.                                       Effect of
Termination of Employment or Service for Death, Disability, Retirement or
Without Cause.  Unless
otherwise provided in an individual employment, severance or other agreement
entered into between the Participant and the Company, in which case the
provisions of such agreement shall apply, in the event that the Participant’s
employment or service with the Company terminates for any reason prior to the
vesting of all of the shares of Restricted Stock subject hereto, any shares
subject to this Agreement as of the effective date of such termination shall be
immediately forfeited and cancelled.


8.                                       Taxes.  The Participant shall pay to the Company
promptly upon request, and in any event at the time the Participant recognizes
taxable income in respect to the shares of Restricted Stock (or, if the
Participant makes an election under Section 83(b) of the Code in connection
with such grant, on or about the date of grant), an amount equal to the federal,
state and/or local taxes the Company determines it is required to withhold
under applicable tax laws with respect to the shares of Restricted Stock.  The Participant may satisfy the foregoing
requirement by making a payment to the Company in cash or, with the consent of
the Company, by authorizing the Company to withhold cash otherwise due to the
Participant (e.g., by filing a revised form W-4 to increase payroll tax
withholdings). The Participant shall promptly notify the Company of any
election made pursuant to Section 83(b) of the Code. The Participant
understands that the Participant (and not the Company) shall be responsible for
any tax liability that may arise as a result of the transactions contemplated
by this Restricted Stock Agreement.


THE PARTICIPANT ACKNOWLEDGES
THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE
TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT THAT THE
PARTICIPANT DESIRES TO MAKE THE ELECTION.


 


9.                                   Compliance with Law and
Regulations; Legend.  The award
and any obligation of the Company hereunder shall be subject to all applicable
federal, state and local laws, rules and regulations and to such approvals by
any government or regulatory agency as may be required.  The Company may require, as a condition of
the issuance and delivery of certificates evidencing Restricted Stock pursuant
to the terms hereof, that 


 





















 


the certificates bear the
legend set forth immediately below, in addition to any other legends required
under federal and state securities laws or as otherwise determined by the
Committee.


The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in the Affordable
Residential Communities Inc. 2003 Equity Incentive Plan and an Agreement
entered into between the registered owner of such shares and the Company.  A copy of the Plan and Agreement is on file
in the office of the Secretary of the Company, 600 Grant Street, Suite 900,
Denver, CO 80203.


 


Such legend shall not be
removed until such shares vest pursuant to the terms hereof.


 


10.                                 Incorporation
of Plan.  This Agreement is made under
the provisions of the Plan (which is incorporated herein by reference) and
shall be interpreted in a manner consistent with it.  To the extent that this Agreement is silent
with respect to, or in any way inconsistent with, the terms of the Plan, the
provisions of the Plan shall govern and this Restricted Stock Agreement shall
be deemed to be modified accordingly.


11.                             Notices.  Any notices required or permitted hereunder
shall be addressed to the Company, at 600 Grant Street, Suite 900, Denver, CO
80203, or to the Participant at the address then on record with the Company, as
the case may be, and deposited, postage prepaid, in the United States
mail.  Either party may, by notice to the
other given in the manner aforesaid, change his/her or its address for future
notices.


12.                                 Binding
Agreement; Successors.  This
Agreement shall bind and inure to the benefit of the Company, its successors
and assigns, and the Participant and the Participant’s personal representatives
and beneficiaries.


13.                                 Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Maryland.  The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations under them, and its decision shall be binding and conclusive
upon all Persons.


14.                                 Amendment.  This Agreement may be amended or modified by
the Company at any time; provided
that notice is provided to the Participant in accordance with Section 11; and provided,  further,
that no amendment or modification that is adverse to the rights of the
Participant as provided by this Agreement shall be effective unless set forth
in a writing signed by the parties hereto.


 





















 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be duly executed by its officer thereunder duly authorized
and the Participant has hereunto set his hand, all as of the day and year set
forth below.


 


 


 


AFFORDABLE RESIDENTIAL


COMMUNITIES INC.


 


 


 


	
   

  
	
  By:

  	
   

  
	
  Its: 

  	
   

  



 


 


 


The undersigned hereby acknowledges having
read this Agreement and the Plan and hereby agrees to be bound by all
provisions set forth herein and in the Plan.


 


 


	
   

  
	
   

  
	
  Date:

  	
   

  



 





















 


AFFORDABLE
RESIDENTIAL COMMUNITIES INC.


2003
EQUITY INCENTIVE PLAN


 


NOTICE OF GRANT OF RESTRICTED STOCK


 


                This Notice is to certify that the Participant named
below has been granted the number of shares of Restricted Common Stock set
forth below under the terms and conditions set forth in this Notice.  This Notice is subject to and incorporates by
reference the terms and conditions of the Restricted Stock Agreement ((the “Agreement”),
a copy of which is enclosed).  Please
refer to the Restricted Stock Agreement and the 2003 Equity Incentive Plan
document for an explanation of the terms and conditions of this grant and a
full description of your rights and obligations.  You must sign the Agreement in order for this
Notice and grant to be effective.  Please
sign and date the Agreement on the last page and return it promptly in the
enclosed envelope.


 


	
  Name of Participant:

  	
   

  	
   

  
	
   

  
	
  Number
  of Restricted Shares:

  	
   

  	
   

  
	
   

  
	
  Per
  Share Value on Grant Date:

  	
   

  	
  $

  	
   

  
	
   

  
	
  Grant
  Date:

  	
   

  	
   

  
	
   

  
	
  Vesting
  Schedule:

  	
   

  	
   

  	
  Shares
  vest on Grant Date

  	
   

  	
   

  
	
  (Date(s)
  on which Restricted

  	
   

  	
   

  
	
  Stock
  Restrictions Lapse)

  	
   

  	
   

  	
  Shares
  vest on 

  	
   

  	
   

  
	
   

  
	
  Additional
  Terms:

  	
   

  	
  See
  the Restricted Stock Agreement.