exv4w3






EXHIBIT 4.3




RESTRICTED STOCK AGREEMENT




PURSUANT TO THE CAMPUS CREST COMMUNITIES, INC.



EQUITY INCENTIVE COMPENSATION PLAN



     This Restricted Stock 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 Stock. 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,                                         
Shares of Restricted Common Stock (the “Restricted Stock”). The grant of Restricted Stock 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 Shares of Restricted
Stock granted to the Grantee hereby are subject to the following terms and conditions:



                    (a) Restrictions. The Shares of Restricted Stock are subject to and limited by the
restrictions set forth in the Plan, including without limitation the restrictions set forth in
Article 10 of the Plan, which provide, in part, that until the restrictions have lapsed as to all
or a specified portion of the Shares pursuant to this Agreement, the Shares 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
Shares 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 Shares. 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 Shares of Restricted Stock that are the subject of
this Agreement.



                    (b) Vesting. The Shares of Restricted Stock 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 Shares
	 	Date of Award
	 	Date of Vesting
	 
	 	 
	 	 





 









 






                    (c) Escrow of Certificates Evidencing Shares of Restricted Stock. Pursuant to the
Plan, the certificates evidencing the Shares of Restricted Stock being granted pursuant to this
Agreement shall be initially registered in the name of the Grantee, but 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, at
which time the certificate evidencing the Shares as to which the restrictions have lapsed (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 Shares under the terms of the Plan. In addition, the Grantee shall be
required, and hereby agrees, to deliver to the Company appropriate blank stock powers to be held in
escrow, until all Shares have vested. While the Shares are being held in escrow the Grantee shall
have all the rights of a stockholder with respect to the Shares (other than the right to transfer
the Shares), including the right to vote the Shares and to receive all dividends or other
distributions paid or made with respect to the Shares.



               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 Shares of
Restricted Stock 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, including, if the Committee so determines, by the delivery of previously acquired
Shares or fully vested Shares acquired hereunder) 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: