exv4w4






EXHIBIT 4.4




RESTRICTED OPERATING PARTNERSHIP UNITS AGREEMENT

PURSUANT TO THE CAMPUS CREST COMMUNITIES, INC.

EQUITY INCENTIVE COMPENSATION PLAN





     This Restricted Operating Partnership Units Agreement (this “Agreement”) is entered into by
and between Campus Crest Communities, Inc., a Maryland corporation (the “Company”), and
____________________________ (the “Grantee”).



W I T N E S S E T H:




               1. Grant of Restricted Units. Pursuant to the Campus Crest Communities, Inc. Equity
Incentive Compensation Plan (the “Plan”), the Company hereby grants to the Grantee, subject to the
terms and conditions of the Plan and the terms and conditions herein set forth, ______________
restricted units in Campus Crest Communities Operating Partnership, LP (the “Restricted OP Units”
or “Units”). The grant of Restricted OP Units is intended to conform in all respects with, and is
subject to all applicable provisions of, the Plan (which is incorporated herein by reference).
Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms
of the Plan.



               2. Terms and Conditions. It is understood and agreed that the Restricted OP Units
granted to the Grantee hereby are subject to the following terms and conditions:



                    (a) Restrictions. The Restricted OP Units are subject to and limited by the
restrictions set forth in the Plan, including without limitation the restrictions set forth in
Article 13 of the Plan, which provide, in part, that until the restrictions have lapsed as to all
or a specified portion of the Restricted OP Units pursuant to this Agreement, the Units subject to
such restrictions shall not be sold, transferred or otherwise disposed of and shall not be pledged,
assigned or otherwise hypothecated or encumbered. Any purported encumbrance or disposition of the
Units in violation of this Agreement or the Plan shall be void ab initio and the other party to any
such purported transaction shall not obtain any rights to or interest in the Units. The term
“vest” as used in this Agreement means the lapsing of the restrictions that are described in this
Agreement and in the Plan with respect to the Restricted OP Units that are the subject of this
Agreement.



                    (b) Vesting. The Restricted OP Units shall vest as set forth in the Plan and in this
Section 2(b) of the Agreement at the times set forth below, provided the Grantee is then, and since
the date of grant has continuously been, employed by the Company or a Subsidiary:



 









 





	 	 	 	 	 
	Number of Units	 	Date of Award	 	Date of Vesting
	 
	 	 
	 	 





                    (c) Escrow of Certificates Evidencing Restricted OP Units. Pursuant to the Plan, the
certificates evidencing the Restricted OP Units being granted pursuant to this Agreement shall be
delivered to and retained by the Chief Financial Officer of the Company (or such other officer as
the Company shall designate) in escrow until the restrictions as set forth in the Plan and this
Agreement lapse. As soon as practicable following the time that such restrictions have lapsed,
such Units shall be converted on a one-for-one basis into shares of common stock of the Company and
the certificates evidencing such shares of common stock (or evidence of the issuance of such shares
if they are issued in uncertified form) shall be delivered to the Grantee free of all restrictions
under the Plan and this Agreement (unless the Grantee has previously forfeited such Units under the
terms of the Plan), subject to the payment by the undersigned by cash or other means acceptable to
the Company of any withholding taxes due in connection with such vesting. While the Units are
being held in escrow the Grantee shall have no right to vote the Units but shall be eligible to
receive dividends or other distributions paid or made with respect to the Units, if any.



               3. Compliance with Laws and Regulations. This Agreement and the obligations of the
Company hereunder shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.



               4. Grantee Bound by Plan. The Grantee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all of the terms and provisions thereof. Any capitalized terms used
in this Agreement that are not defined herein shall be deemed to have the meaning assigned to such
terms in the Plan. The Grantee expressly acknowledges that the award or vesting of the Restricted
OP Units acquired hereunder will give rise to “wages” subject to withholding. The Grantee
expressly acknowledges and agrees that the Grantee’s rights hereunder are subject to the Grantee
paying to the Company in cash (or by such other means as may be acceptable to the Company in its
discretion) all taxes required to be withheld in connection with such award or vesting.



               IN WITNESS WHEREOF, this Agreement issued pursuant to the Plan has been executed by a duly
authorized officer of the Company and the Grantee has executed this Agreement, in each case as of
the date set forth below.



          DATED: _________________, 20__







 









 








	 	 	 	 	 
	 	CAMPUS CREST COMMUNITIES, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 
	 	GRANTEE: