EX-4.1 2006 RESTRICTED STOCK PLAN







Exhibit 4.1



ROBERTS REALTY INVESTORS, INC.




2006 RESTRICTED STOCK PLAN




As
Amended Effective January 27, 2009




 









 





ROBERTS REALTY INVESTORS, INC.

2006 RESTRICTED STOCK PLAN




TABLE OF CONTENTS




	 	 	  	 	 	 	 
	ARTICLE 1	 	DEFINITIONS	1
	 
	 	 	 	 
	ARTICLE 2	 	THE PLAN	 	3
	 
	 	 	 	 
	 	2.1	 	Name	 	 	3
	 	2.2	 	Purpose	 	 	3	 
	 	2.3	 	Effective Date and Duration of the Plan	 	3	 
	 
	 	 	 	 
	ARTICLE 3	 	PARTICIPANTS	 	3	 
	 
	 	 	 	 
	ARTICLE 4	 	ADMINISTRATION	 	3	 
	 
	 	 	 	 
	 	4.1	 	Duties and Powers of the Committee	 	3	 
	 	4.2.	 	Additional Powers	 	4	 
	 	4.3	 	No Liability	 	4	 
	 	4.4	 	Committee Governance	 	4	 
	 	4.5	 	Company Assistance	 	4	 
	 
	 	 	 	 
	ARTICLE 5	 	SHARES OF STOCK SUBJECT TO PLAN	 	4	 
	 
	 	 	 	 
	 	5.1	 	Limitations	 	4	 
	 	5.2	 	Antidilution	 	4	 
	 
	 	 	 	 
	ARTICLE 6	 	RESTRICTED STOCK	 	5	 
	 
	 	 	 	 
	 	6.1	 	Forfeiture Restrictions to be Established by the Committee	 	5	 
	 	6.2	 	Other Terms and Conditions	 	5	 
	 	6.3	 	Payment for Restricted Stock	 	6	 
	 	6.4	 	Committee’s Discretion to Accelerate Vesting of Awards	 	6	 
	 	6.5	 	Restriction Agreements	 	6	 
	 
	 	 	 	 
	ARTICLE 7	 	STOCK CERTIFICATES	 	6	 
	 
	 	 	 	 
	ARTICLE 8	 	TERMINATION AND AMENDMENT	 	7	 
	 
	 	 	 	 
	ARTICLE 9	 	RELATIONSHIP TO OTHER COMPENSATION PLANS	 	7	 
	 
	 	 	 	 
	ARTICLE 10	 	MISCELLANEOUS	 	7	 
	 
	 	 	 	 
	 	10.1	 	Replacement or Amended Grants	 	7	 
	 	10.2	 	Forfeiture for Competition	 	7	 
	 	10.3	 	Plan Binding on Successors	 	7	 
	 	10.4	 	Headings, etc., No Part of Plan	 	8	 
	 	10.5	 	Section 16 Compliance	 	8	 
	 	10.6	 	No Right to an Award	 	8	 
	 	10.7	 	No Employment/Membership Rights Conferred	 	8	 
	 	10.8	 	Restriction on Transfer	 	8	 
	 	10.9	 	Notices	 	8	 
	 	10.10	 	Governing Law	 	8	 






 









 





ROBERTS REALTY INVESTORS, INC.

2006 RESTRICTED STOCK PLAN




As Amended Effective January 27, 2009




ARTICLE 1

DEFINITIONS




     As used in this Plan, the following terms have the following meanings unless the context
clearly indicates to the contrary:



     “Applicable Laws” means the requirements relating to the administration of restricted
stock plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, and
any stock exchange or quotation system on which the Stock is listed or quoted.



     “Award” means a grant of Restricted Stock.



     “Board” means the Board of Directors of the Company.



     “Code” means the United States Internal Revenue Code of 1986, including effective date
and transition rules (whether or not codified). Any reference in this Plan to a specific section
of the Code includes a reference to any corresponding provision of future law.



     “Committee” means a committee of at least two Directors appointed from time to time by
the Board, having the duties and authority provided in this Plan in addition to any other authority
granted by the Board. In selecting the Committee, the Board shall consider (i) the benefits under
Section 162(m) of the Code of having a Committee composed of “Outside Directors” (as provided in
Section 162(m) of the Code) for grants of Awards to highly compensated executives, and (ii) the
benefits under Rule 16b-3 promulgated under the Exchange Act of having a Committee composed of
either the entire Board or a Committee of at least two Directors who are Non-Employee Directors for
grants of Awards to or held by any Section 16 Insider. Upon the initial approval and adoption of
this Plan by the Board and unless and until the Board provides otherwise, the Committee will be the
Compensation Committee of the Board as elected by the Board from time to time. If at any time the
Board does not have a Compensation Committee in effect and has not otherwise designated a committee
of directors to serve as the Committee under this Plan, any reference in this Plan to the Committee
means the Board.



     “Company” means Roberts Realty Investors, Inc., a Georgia corporation.



     “Director” means a member of the Board and any person who is an advisory or honorary
director of the Company if he or she is considered a director for the purposes of Section 16, as
determined by reference to Section 16 and to the rules, regulations, judicial decisions, and
interpretative or “no-action” positions of the SEC with respect to Section 16, as the same may be
in effect or set forth from time to time.



     “Employee” means a person who constitutes an employee of the Company as that term is
defined in the instructions to the Form S-8 Registration Statement under the Securities Act of 1933
and any successor form adopted by the SEC under the Securities Act of 1933 and any corresponding
provision of future law, and also includes non-employees to whom an offer of employment has been
extended. The term “Employee” shall include employees of Roberts Properties, Inc. and Roberts
Properties Construction, Inc. to the extent that such persons are “Employees” under the foregoing
definition.



     “Exchange Act” means the Securities Exchange Act of 1934. Any reference in this Plan
to a specific



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section of the Exchange Act includes a reference to any corresponding provision of future law.



     “Grantee” means a person who has received an Award of Restricted Stock.



     “Non-Employee Director” has the meaning given in Rule 16b-3 under the Exchange Act, as
in effect from time to time, or in any successor rule to it, and will be determined for all
purposes under the Plan according to interpretative or “no-action” positions with respect to that
Rule issued by the SEC.



     “Officer” means a person who is an officer of the Company for the purposes of Section
16, as determined by reference to Section 16 and to the rules, regulations, judicial decisions, and
interpretative or “no-action” positions of the SEC with respect to Section 16, as the same may be
in effect or set forth from time to time.



     “Plan” means the 2006 Roberts Realty Investors, Inc. Restricted Stock Plan, the terms
of which are provided in this Plan.



     “Qualified Domestic Relations Order” has the meaning provided in the Code or in the
Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated under the
Code or that Act.



     “Restricted Stock” means Stock issued, subject to restrictions, to a Grantee under
Article 6.



     “Restriction Agreement” means the agreement describing the terms of an Award, and
executed by a Grantee as provided in Section 6.5.



     “SEC” means the United States Securities and Exchange Commission.



     “Section 16” means Section 16 of the Exchange Act.



     “Section 16 Insider” means any person who is subject to the provisions of Section 16,
as provided in Rule 16a-2 promulgated under the Exchange Act.



     “Stock” means the Common Stock, par value $0.01 per share, of the Company or, if the
outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock
or securities of the Company or some other entity, such other stock or securities.



     “Subsidiary” means any corporation or other entity (other than the Company) in an
unbroken chain of entities beginning with the Company if, at the time of the grant (or
modification) of the Award, each of the entities other than the last entity in the unbroken chain
owns stock or other equity interests possessing 50% or more of the total combined voting power of
all classes of equity in one of the other entities in such chain.



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ARTICLE 2

THE PLAN




     2.1 Name. This Plan shall be known as the “2006 Roberts Realty Investors, Inc.
Restricted Stock Plan.”



     2.2 Purpose. The purpose of the Plan is to attract, motivate and retain
results-oriented Employees and Directors by affording them the opportunity to acquire or increase
their ownership in the Company, thereby strengthening their concern for the welfare of the Company
and its Subsidiaries. Accordingly, the Plan provides for granting Awards that are best suited to
the circumstances of the particular Employee or Director as provided in this Plan. By providing
these individuals with the opportunity to participate in the Company’s success and growth, the
Company believes that it will encourage award recipients to continue their association with or
service to the Company and its Subsidiaries.



     2.3 Effective Date and Duration of the Plan. The Plan shall become effective on the
date the Board adopts it, provided that the Plan is approved by the shareholders of the Company
within 12 months thereafter. Notwithstanding any provision in the Plan or in any Restriction
Agreement, the Committee shall not grant any Award before the Company obtains shareholder approval.
The Committee shall not grant any Award after the 10th anniversary of the date the
Board adopts the Plan. The Plan shall remain in effect until all Awards granted under the Plan
have vested or been forfeited.



ARTICLE 3

PARTICIPANTS




     The class of persons eligible to participate in the Plan shall consist of all Directors and
Employees of the Company or any Subsidiary.



ARTICLE 4

ADMINISTRATION




     4.1 Duties and Powers of the Committee. Subject to the express provisions of the
Plan, the Committee has authority, in its discretion, to determine which Employees or Directors
shall receive an Award, the time or times when such Award shall be made, the number of shares under
each Award, and the Forfeiture Restrictions and related conditions of lapse applicable to each
Award, provided that within the scope of such authority, the Board or the Committee may



          (a) delegate to a committee of one or more members of the Board who are not “Outside
Directors” (as provided in Section 162(m) of the Code) the authority to grant Awards to eligible
persons who are either (1) not then “covered employees,” within the meaning of Section 162(m) of
the Code and are not expected to be “covered employees” at the time of recognition of income
resulting from such Award or (2) not persons with respect to whom the Company wishes to comply with
Section 162(m) of the Code; and/or




          (b) delegate to a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Awards to eligible persons who are not then subject to Section 16
of the Exchange Act. In making those determinations, the Committee shall take into account the
nature of the services rendered by the respective Employees or Directors, their present and
potential
contribution to the Company’s success, and such other factors as the Committee in its discretion
shall deem relevant.




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     4.2. Additional Powers. The Committee has the additional powers delegated to it by
the other provisions of the Plan. Subject to the express provisions of the Plan, these powers
include the power to construe the Plan and the Restriction Agreements executed under it, to
prescribe rules and regulations relating to the Plan, to determine the terms, restrictions, and
provisions of the Restriction Agreement relating to each Award, and to make all other
determinations necessary or advisable for administering the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in any Restriction
Agreement relating to an Award in the manner and to the extent it shall deem expedient to carry it
into effect. The determinations of the Committee on the matters referred to in this Section 4.2
shall be conclusive.



     4.3 No Liability. Neither any member of the Board nor any member of the Committee
shall be liable to any person for any act or determination made in good faith with respect to the
Plan or any Award granted under the Plan.



     4.4 Committee Governance. At all times in which the Committee is the Compensation
Committee of the Board, the internal governance of the Committee shall be as provided in the
charter of the Committee, in the Company’s bylaws, ands in the policies and codes adopted by the
Board. If at any time the Committee is not the Compensation Committee of the Board, the Board
shall provide the rules for the operation and governance of the Committee.



     4.5 Company Assistance. The Company shall supply full and timely information to the
Committee on all matters relating to eligible persons, their employment, death, retirement,
disability, or other termination of employment, and such other pertinent facts as the Committee may
require. The Company shall furnish the Committee with such clerical and other assistance as is
necessary in the performance of its duties.



ARTICLE 5

SHARES OF STOCK SUBJECT TO PLAN




     5.1 Limitations. Subject to adjustment in the same manner as provided in Section 5.2
below, the aggregate number of shares of Stock that may be issued under the Plan shall not exceed
six hundred fifty-four thousand (654,000) shares. Shares shall be deemed to have been issued under
the Plan only to the extent actually issued and delivered under an Award. To the extent that an
Award lapses or the rights of its holder terminate, any shares of Stock subject to such Award shall
again be available for the grant of an Award under the Plan. Notwithstanding any provision in the
Plan to the contrary, the maximum number of shares of Stock that may be subject to Awards granted
to any one individual during the term of the Plan may not exceed 20% of the aggregate number of
shares of Stock that may be issued under the Plan (as adjusted from time to time in accordance with
the provisions of the Plan). The limitation set forth in the preceding sentence shall be applied
in a manner that will permit compensation generated under the Plan to constitute
“performance-based” compensation for purposes of section 162(m) of the Code.



     5.2 Antidilution.



          (a) If the Committee determines that any dividend or other distribution (whether in the form
of cash, shares of Stock, other securities, or other property), recapitalization, reclassification,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase,
liquidation, dissolution, share exchange, or sale, transfer, exchange or other disposition of all
or substantially all of the assets of the Company or of any Subsidiary, or exchange of Stock or
other securities of the Company or any Subsidiary, issuance of warrants or other rights to purchase
Stock or other securities of the Company, or other similar corporate transaction or event, in the
Committee’s sole discretion, affects the Stock such that the Committee determines that an
adjustment is appropriate to prevent dilution or



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enlargement of the benefits or potential benefits
intended by the Company to be made available under the Plan or with respect to any Award, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of:




               (i) the aggregate number and kind of shares of Stock for which Awards may be granted under the
Plan; and



               (ii) the rights of the holders of Awards (concerning the terms and conditions of the lapse of
any then-remaining restrictions).



          (b) If the Company shall be a party to any reorganization in which it does not survive,
involving merger, consolidation, or acquisition of the stock or substantially all the assets of the
Company, the Committee, in its sole discretion, may (but is not required to), notify all Grantees
that (i) all then-remaining restrictions pertaining to Awards under the Plan shall immediately
lapse and/or (ii) all Awards granted under the Plan shall be assumed by the successor corporation
or substituted on an equitable basis with restricted stock issued by such successor corporation.




          (c) If the Company is to be liquidated or dissolved in connection with a reorganization
described in Section 5.2(b), the provisions of such Section shall apply. In all other instances,
the adoption of a plan of dissolution or liquidation of the Company shall, notwithstanding other
provisions of this Plan, cause all then-remaining restrictions pertaining to Awards to lapse.




          (d) The Committee shall determine, in its sole discretion, the adjustments described in
paragraphs (a) through (c) of this Section 5.2 and the manner of their application, and any such
adjustment may provide for the elimination of fractional share interests. The adjustments required
under this Article 5 shall apply to any successors of the Company and shall be made regardless of
the number or type of successive events requiring such adjustments.




ARTICLE 6

RESTRICTED STOCK




     6.1 Forfeiture Restrictions to be Established by the Committee. Shares of Stock that
are the subject of a Restriction Agreement shall be subject to restrictions on disposition by the
Grantee and an obligation of the Grantee to forfeit and surrender the shares to the Company under
the circumstances the Committee prescribes (the “Forfeiture Restrictions”). The Committee shall
determine the Forfeiture in its sole discretion, and the Committee may provide that the Forfeiture
Restrictions shall lapse upon (i) the attainment of one or more performance targets established by
the Committee that are based on (1) the price of a share of Stock, (2) the Company’s net income per
share, (3) the Company’s revenues, (4) the net income (before or after taxes) of the Company or any
asset or group of assets of the Company designated by the Committee, or (5) any other financial or
business metric deemed relevant by the Committee; (ii) the Grantee’s continued employment with the
Company or a Subsidiary or continued service as a Director for a specified period of time; (iii)
the occurrence of any event or the satisfaction of any other condition specified by the Committee
in its sole discretion; or (iv) a combination of any of the foregoing. The performance measures
described in clause (i) of the preceding sentence may be subject to adjustment for specified
significant extraordinary items or events, and may be absolute, relative to one or more other
companies, or relative to one or more indexes,
and may be contingent upon future performance of the Company or any Subsidiary, division, or
department of the Company. Each Award may have different Forfeiture Restrictions, in the
discretion of the Committee.



     6.2 Other Terms and Conditions. Stock awarded under a Restriction Agreement must be
represented by a stock certificate registered in the name of the Grantee. Unless provided
otherwise in a



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Restriction Agreement, the Grantee will have the right to vote Stock subject an
Award and to enjoy all other shareholder rights, except that (i) the Grantee will not be entitled
to delivery of the stock certificate until the Forfeiture Restrictions have expired, (ii) the
Company will retain custody of the stock until the Forfeiture Restrictions have expired, (iii) the
Grantee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock
until the Forfeiture Restrictions have expired, (iv) a breach of the terms and conditions
established by the Committee under the Restriction Agreement will cause a forfeiture of the Award,
and (v) the right to dividends on such Stock will be treated as follows in the discretion of the
Committee. When the Committee grants an Award, the Committee may, in its discretion, determine
that the payment to the Grantee of any dividends, or a specified portion of them, declared or paid
on that Stock shall be (i) deferred until the lapsing of the relevant restrictions and (ii) held by
the Company for the account of the Grantee until such lapsing. In the event of such deferral,
there shall be credited at the end of each year (or portion of it) interest on the amount of the
account at the beginning of the year at a rate per annum determined by the Committee. The Company
shall pay deferred dividends, together with interest on those dividends, on the lapsing of
restrictions imposed on such Stock, and the Grantee shall forfeit any dividends deferred (together
with any interest on those dividends) in respect of Stock on any forfeiture of such Stock.
Further, when the Committee grants an Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions, or restrictions relating to the Award, including rules pertaining to
the termination of employment or service as a Director (by retirement, disability, death or
otherwise) of a Grantee before expiration of the Forfeiture Restrictions. Any additional terms,
conditions, or restrictions must be described in a Restriction Agreement made in conjunction with
the Award.



     6.3 Payment for Restricted Stock. The Committee shall determine the amount and form
of any payment for Stock received under an Award, provided that in the absence of such a
determination, a Grantee shall not be required to make any payment for Restricted Stock received
under an Award, except to the extent otherwise required by law.



     6.4 Committee’s Discretion to Accelerate Vesting of Awards. The Committee may, in its
discretion and as of a date determined by the Committee, fully vest any or all Stock awarded to a
Grantee under an Award and, upon such vesting, all restrictions applicable to such Award shall
terminate as of such date. Any action by the Committee under this section may vary among
individual Grantees and may vary among the Awards held by any individual Grantee. Notwithstanding
the preceding provisions of this section, the Committee may not take any action described in this
section with respect to an Award that has been granted to a “covered Employee” (within the meaning
of Treasury Regulation section 1.162-27(c)(2)) if such Award has been designed to meet the
exception for performance-based compensation under section 162(m) of the Code.



     6.5 Restriction Agreements. When the Committee grants an Award, the Company and the
Grantee must enter into a Restriction Agreement describing the terms of the Award as contemplated
in this Plan and any other matters that the Committee determines to be appropriate. The terms and
provisions of the respective Restriction Agreements need not be identical. A sample form of
Restriction Agreement is attached to this Plan as Exhibit A (which form may be varied by the
Committee in granting an Award).



ARTICLE 7

STOCK CERTIFICATES




     The Company shall not be required to deliver any certificate for shares of Restricted Stock
granted under this Plan until all of the following conditions have been fulfilled:



          (a) the admission of such shares to listing on all stock exchanges on which the Stock is then
listed;




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          (b) the completion of any registration or other qualification of such shares that the
Committee deems necessary or advisable under any federal or state law or under the rulings or
regulations of the SEC or any other governmental regulatory body; and




          (c) the obtaining of any approval or other clearance from any federal or state governmental
agency or body that the Committee determines to be necessary or advisable.




     Stock certificates issued and delivered to Grantees shall bear such restrictive legends, if
any, as the Company shall deem necessary or advisable under applicable federal and state securities
laws.



ARTICLE 8

TERMINATION AND AMENDMENT




     The Board in its discretion may terminate the Plan at any time with respect to any shares of
Stock for which Awards have not already been granted. The Board has the right to alter or amend
the Plan or any part of it from time to time; provided that the Board may not change an outstanding
Award if and to the extent that the change would impair the rights of the Grantee without the
consent of the Grantee, and provided, further, that the Board may not, without approval of the
shareholders of the Company, (a) amend the Plan to increase the maximum aggregate number of shares
of Stock that may be issued under the Plan or change the class of individuals eligible to receive
Awards under the Plan; (b) amend or delete the last sentence of Section 6.4; or (c) otherwise
materially increase the benefits accruing to recipients of Awards under the Plan. The Committee
shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws.



ARTICLE 9

RELATIONSHIP TO OTHER COMPENSATION PLANS




     The adoption of the Plan shall not affect any other stock option, incentive, or other
compensation plans in effect for the Company or any of its Subsidiaries; nor shall the adoption of
the Plan preclude the Company or any of its Subsidiaries from establishing any other form of
incentive or other compensation plan for Employees or Directors of the Company or any of its
Subsidiaries.



ARTICLE 10

MISCELLANEOUS




     10.1 Replacement or Amended Grants. At the sole discretion of the Committee, and
subject to the terms of the Plan, the Committee may modify outstanding Awards or accept the
surrender of outstanding Awards and grant new Awards in substitution for them. No modification of
an Award, however, shall adversely affect a Grantee’s rights under a Restriction Agreement without
the consent of the Grantee or his legal representative.



     10.2 Forfeiture for Competition. If a Grantee provides services to a competitor of
the Company or any of its Subsidiaries, whether as an employee, officer, director, independent
contractor, consultant, agent, or otherwise, such services being of a nature that can reasonably be
expected to involve the skills and experience used or developed by the Grantee while an Employee,
then any shares of Restricted Stock held by such Grantee subject to remaining restrictions shall be
forfeited, subject in each case to a determination to the contrary by the Committee.



     10.3 Plan Binding on Successors. The Plan shall be binding upon the successors and
assigns of the Company.



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     10.4 Headings, etc., No Part of Plan. Headings of Articles and Sections of this Plan
are for convenience and reference; they do not constitute part of the Plan.



     10.5 Section 16 Compliance. With respect to Section 16 Insiders, transactions under
this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors
under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed void to the extent permitted by law and deemed advisable by the
Committee.



     10.6 No Right to an Award. Neither the adoption of the Plan nor any action of the
Board or of the Committee shall be deemed to give an Employee or Director any right to an Award, or
any other rights under this Plan except as may be evidenced by a Restriction Agreement duly
executed on behalf of the Company, and then only to the extent and on the terms and conditions
expressly set forth in this Plan. The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of funds or assets to
assure the performance of its obligations under any Award.



     10.7 No Employment/Membership Rights Conferred. Nothing contained in the Plan shall
(i) confer upon any Employee any right with respect to continuation of employment with the Company
or any Subsidiary or (ii) interfere in any way with the right of the Company or any Subsidiary to
terminate his or her employment at any time. Nothing contained in the Plan shall confer upon any
Director any right with respect to continuation of membership on the Board.



     10.8 Restriction on Transfer. An Award shall not be transferable otherwise than (a)
by will or the laws of descent and distribution, (b) under a Qualified Domestic Relations Order, or
(c) with the consent of the Committee.



     10.9 Notices. Any notices given in writing shall be deemed given if delivered in
person or by certified mail; if given to the Company addressed to its Corporate Secretary at
Roberts Realty Investors, Inc., 450 Northridge Parkway, Suite 302, Atlanta, Georgia 30350, and if
to a Grantee, to the Grantee’s address as shown on the books and records of the Company.



     10.10 Governing Law. This Plan and all actions taken by those acting under this Plan
shall be governed by the substantive laws of Georgia without regard to any rules regarding
conflict-of-law or choice-of-law.



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