RESTRICTED SHARE AWARD AGREEMENT



RESTRICTED SHARE AWARD AGREEMENT


UNDER THE GABLES RESIDENTIAL TRUST FOURTH AMENDED AND RESTATED


1994 SHARE OPTION AND INCENTIVE PLAN











Name of Grantee:                   [NAME]


Number of Shares:                 [NUMBER]


Grant Date:                             January 16,  2004


Final Acceptance Date:          March 16, 2004 (60 days after Grant Date)








      Pursuant to Gables Residential Trust Fourth Amended and Restated 1994 Share Option and Incentive Plan (as the same may be hereafter amended, the “Plan”), and in accordance with authority granted to the undersigned officer
pursuant to a duly adopted resolution of the Committee (as defined in Section 2 of the Plan), Gables Residential Trust (the “Company”) hereby grants a Restricted Share Award (an “Award”) to the Grantee named above.





      1.   Acceptance of Award.       The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award prior to the close of business on the Final
Acceptance Date specified above by signing and delivering to the Company a copy of this Award Agreement.





      2.   Issuance of Shares.          The Company shall issue the number of Shares set forth above (the “Shares”) as of the Grant Date set forth above. 
Effective on the Grant Date, (i) the Shares that vest immediately pursuant to Paragraph 4 shall be issued and held by the Company’s transfer agent in book entry form in an unrestricted account, (ii) the remaining Restricted Shares, as set forth in Paragraph 3
and Paragraph 4, shall be issued and held by the Company’s transfer agent in book entry form in a restricted account, and (iii) the Grantee’s name shall be entered as the shareholder of record on the books of the Company with respect to all of the Shares.
Thereupon, the Grantee shall have all the rights of a shareholder with respect to the Shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 3 below.





	Restrictions and Conditions. 






(a)  As set forth in Paragraph 4, upon receipt of Shares hereunder, three-fourths of such Shares shall be Restricted Shares that are subject to the restrictions set forth in this Paragraph 3. Such Shares shall remain Restricted Shares until such Shares vest
pursuant to this Paragraph 3 or Paragraph 4. The balance of such Shares are unrestricted and shall be deemed vested on the date of issuance.





            (b)  As set forth in Paragraph 2, the book entries representing the Restricted Shares shall bear an appropriate legend, as determined by the Committee in its sole discretion, to the effect
that such shares are subject to restrictions as set forth herein until such time that such shares vest pursuant to this Paragraph 3 or Paragraph 4.




            (c)  Restricted Shares granted herein may not be sold, assigned, transferred, pledged or

otherwise encumbered or disposed of by the Grantee prior to vesting.





            (d)  If, prior to vesting of the Restricted Shares granted herein, the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated, any unvested Restricted Shares held by the Company for the benefit of the
Grantee at the time of such termination shall be automatically forfeited to the Company from the Grantee or the Grantee’s legal representative.


 





4.   Vesting of Restricted Shares.





(a)  Upon issuance of the Shares in accordance with Paragraph 2, «shares» of such Shares (such amount being equal to one-fourth of the total number of Shares granted herein) shall be immediately vested and unrestricted, and the remainder shall be
restricted and shall vest in accordance with the following schedule:


	
    Vesting Date
	
    Fraction of

    Restricted Shares Vesting
	
    Number of 

    Restricted Shares Vesting

	January 1, 2005	
    1/4 of Total Shares
	 
	January 1, 2006	
    1/4 of Total Shares
	 
	January 1, 2007	
    1/4 of Total Shares
	 



provided, however, that the Committee may at any time accelerate, waive or, subject to Section 10 of the Plan, amend the vesting schedule specified in this Paragraph 4. Subsequent to any Vesting Date or Dates set forth above, the Shares on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted Shares.





If (i) the Grantee’s employment with the Company and its Subsidiaries is involuntarily terminated due to death or Disability (as defined in Section 1 of the Plan), or (ii) there is a Change of Control of the Company (as defined in Section 12 of the Plan),
any restrictions and conditions on Restricted Shares shall be deemed waived by the Committee and such shares shall automatically become fully vested.





5.   Dividends.       Dividends on Restricted Shares shall be paid immediately to the Grantee.





6.   Incorporation of Plan.        Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan unless a different meaning is specified herein.





7.   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.





8.   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 Committee for
payment of any federal, state and local taxes required by law to be withheld on account of such taxable event.











9.  Miscellaneous.





(a)  Notice hereunder shall be given to the Company at its principal place of business and shall be given to the Grantee at the address set forth below or, in either case, at such other address as one party may subsequently furnish to the other party in
writing.





(b)  This Agreement does not confer upon the Grantee any rights with respect to continuance of employment by the Company or any Subsidiary.


(c)  Pursuant to Section 10 of the Plan, the Committee may, at any time, amend or cancel any portion of this Award, but no such action may be taken which adversely affects the Grantee’s rights under this Agreement without the Grantee’s
consent.


 


 








GABLES RESIDENTIAL TRUST












                                                                                   
By: __________________________



                                                                                         
Chris D. Wheeler

                                                                                         
Chief Executive Officer






















































































The foregoing Agreement is hereby accepted and the terms and conditions thereof agreed to by the undersigned.








Dated:    ________________________                     ______________________________________



                                                                                   
Grantee’s signature









                                                                                   
Grantee’s name and address:









                                                                                   
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