EX-10.3 FORM OF RESTRICTED STOCK AGREEMENT



 






Exhibit 10.3




FORM OF

COLONIAL PROPERTIES TRUST

THIRD AMENDED AND RESTATED

EMPLOYEE SHARE OPTION AND RESTRICTED SHARE PLAN

PERFORMANCE SHARE AGREEMENT




          This Performance Share Agreement (the “Performance Share Agreement”) is entered into as of
___, ___, by and between Colonial Properties Trust, (the “Company”) and ___, a
key employee with Company and/or of its Subsidiaries or Affiliates.




          WHEREAS, Company has adopted the Colonial Properties Trust Third Amended and Restated Employee
Share Option and Restricted Share Plan (the “Plan”) providing for the grant under certain
circumstances of performance shares (the “Performance Shares”);




          WHEREAS, the Company, under the terms and conditions set forth below, has offered and
committed to grant Performance Shares under the Plan (the “Performance Share Award”) to the Holder
in connection with the service of the Holder; and




          WHEREAS, in consideration of the grant of the Performance Share Award and other benefits, the
Holder is willing to accept the Performance Share Award provided for in this Performance Share
Agreement and is willing to abide by the obligations imposed on him or her under this Performance
Share Agreement and the other responsibilities of his or her position.




          NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and each
intending to be legally bound, Company and the Holder hereby agree as follows:




     1. Effect of the Plan.



          The Performance Share Award to be granted under this Performance Share Agreement will be
subject to all of the terms and conditions of the Plan. The Holder will abide by, and the
Performance Share Award granted to the Holder will be subject to, all of the provisions of the Plan
and of this Performance Share Agreement, together with all rules and determinations from time to
time issued by the Committee established to administer the Plan and by the Board of Trustees
(hereinafter “Board”) pursuant to the Plan. The Performance Share Award will be granted on the
effective date of this Performance Share Agreement (the “Grant Date”). The requisite performance
period (the “Performance Period”) shall begin on January 1, 2006 (the “Performance Period Inception
Date”) and end on December 31, 2008 (the “Determination Date”).




     2. Number of Performance Shares.



          The number of Performance Shares to be issued, if any, pursuant to this Performance Share
Agreement shall be calculated based on the Holder’s attainment of specified performance goals, as
set forth on the attached Exhibit A as of the Determination Date. If Holder’s service as
an employee, trustee or independent contractor providing services to the Company, a Subsidiary or
an Affiliate terminates before the Determination Date as a result of death or “permanent and total
disability” (within the meaning of Section 22(e)(3) of the Code), then the number of Performance
Shares to be issued, if any, pursuant to this Performance Share Agreement shall be calculated based
on Holder’s attainment of specified performance goals, as set forth on the attached Exhibit
A, such performance goals and and the Payout amounts to be prorated based on the ratio of (x)
the number of complete months from the Performance Period Inception Date to the date of his or her
termination of service (the “Alternative Determination Date”) to (y) 36. If Holder’s service as an
employee, trustee or independent contractor providing services to the Company, a Subsidiary or an
Affiliate terminates prior to the Determination Date for any reason other than death or “permanent
and total disability” (within the meaning of Section 22(e)(3) of the Code), the Holder will


 









 







not be issued any Performance Shares or be entitled to any cash payment with respect to this
Performance Share Agreement.




     3. Vesting in Performance Shares.



               3.1 Service Requirement. The Performance Share Award vests as to 100% of the
Performance Shares (or cash to be paid), calculated pursuant to Section 2 hereof, on the
Determination Date. If Holder’s service as an employee, trustee or independent contractor
providing services to the Company, a Subsidiary or an Affiliate terminates before the Determination
Date for any reason other than death or “permanent and total disability” (within the meaning of
Section 22(e)(3) of the Code), Holder will not vest in any Performance Shares and Holder shall
immediately forfeit all rights to Performance Shares. For purposes of this Agreement, termination
of service would not be deemed to occur if Holder, after terminating service in one capacity,
continues to provide service to the Company, any Subsidiary or any Affiliate in another capacity.



               3.2 Death or Disability. If Holder terminates service as a result of death or
“permanent and total disability” (within the meaning of Section 22(e)(3) of the Code), Holder, or
his or her estate or heirs, shall vest as to 100% of the Performance Shares to be issued (or cash
to be paid), as calculated pursuant to Section 2 hereof, on the Alternative Determination Date.



     4. Dividend and Voting Rights.



          Holder shall have none of the rights of a shareholder, including the rights to vote or
receive dividends, until the Shares relating to the Performance Shares have been to delivered to
Holder.




     5. Delivery of Shares/Payment of Cash



          The Company shall issue and deliver to Holder, registered in his or her name, certificates
representing the Shares relating to the Performance Shares to be issued under this Performance
Share Agreement, calculated pursuant to Section 2, as soon as practicable after the vesting of the
Performance Shares to the extent not otherwise paid in cash; provided, however, the Company may
retain possession of the number of shares required for the Holder to satisfy the share retention
guidelines in Section 13, below or may retain possession of a sufficient number of shares or cash
(to the extent the Performance Shares are paid in cash) to satisfy the Company’s withholding
obligations as described in Section 8, below.




     6. Change of Control; Sale of Assets/Shares.



               6.1 Reorganizations and Other Transactions s. If the Company shall be the surviving
entity in any reorganization, merger or consolidation of the Company with one or more other
entities or upon the dissolution or liquidation of the Company, or upon a merger, consolidation or
reorganization of the Company with one or more other entities in which the Company is not the
surviving entity, or upon a sale of substantially all of the assets of the Company to another
entity, or upon any transaction (including, without limitation, a merger or reorganization in which
the Company is the surviving entity) approved by the Board results in any person or entity (or
persons or entities acting as a group or otherwise in concert) owning 80 percent or more of the
combined voting power of all classes of securities of the Company, the Board, in its sole
discretion, shall make a written determination as to the treatment of the unvested Performance
Shares.



               6.2 Adjustments. Adjustments to the Performance Share Award shall be made in
accordance with the terms of the Plan.



     7. Requirements of Law.



          The Company shall not be required to issue any Shares under the Performance Share Agreement if
the issuance of such Shares would constitute a violation by the Holder or by the Company of any
provision of any


 









 







law or regulation of any governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time the Company shall determine, in its discretion,
that the listing, registration or qualification of any Shares subject to the Performance Share
Agreement upon any securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance of Shares hereunder, the Performance Shares shall not vest in whole
or in part unless such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company. Specifically in
connection with the Securities Act of 1933 (as now in effect or as hereafter amended), unless a
registration statement under such Act is in effect with respect to the Shares subject to the
Performance Share Agreement, the Company shall not be required to issue such Shares unless the
Company has received evidence satisfactory to it that the Holder may acquire such Shares pursuant
to an exemption from registration under such Act. Any determination in this connection by the
Company shall be final, binding, and conclusive. The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities Act of 1933 (as now
in effect or as hereafter amended). The Company shall not be obligated to take any affirmative
action in order to cause the issuance of Shares pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Performance Shares shall not vest unless and until the Shares subject to the
Performance Share Agreement are registered or are subject to an available exemption from
registration, the vesting of the Performance Shares (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.




     8. Withholding of Taxes.



          The parties hereto recognize that the Company, a Subsidiary or an Affiliate may be obligated
to withhold federal and local income taxes and Social Security and Medicare taxes to the extent
that the Holder realizes compensation income in connection with the Performance Shares. The Holder
agrees that the Company, a Subsidiary or an Affiliate may: (i) withhold the amounts needed to cover
such taxes from payments otherwise due and owing to the Holder and (ii) sell or repurchase a
sufficient number of the Shares subject to the Performance Share Agreement to pay such taxes
without the consent of the Holder. The Holder further agrees that upon demand the Holder will
promptly pay to the Company, a Subsidiary or an Affiliate having such obligation any additional
amounts as may be necessary to satisfy such withholding tax obligation. Such payment shall be made
in cash or cash equivalent.




     9. Disclaimer of Rights.



          No provision in this Performance Share Agreement shall be construed to confer upon the Holder
the right to continue his or her status as an employee or to interfere in any way with the right
and authority of the Company to terminate the Holder’s status as an employee at any time.




     10. Interpretation of this Performance Share Agreement.



          All decisions and interpretations made by the Committee or the Board with regard to any
question arising under the Plan or this Performance Share Agreement shall be binding and conclusive
on the Company and the Holder and any other person entitled to the Performance Shares as provided
for herein. In the event that there is any inconsistency between the provisions of this
Performance Share Agreement and of the Plan, the provisions of the Plan shall govern.




     11. Governing Law.



          This Performance Share Agreement is executed pursuant to and shall be governed by the laws of
the State of Maryland (but not including the choice of law rules thereof).




 









 








     12. Arbitration.



          Any disputes between the Company and the Holder in any way concerning this Performance Share
Agreement shall be submitted at the initiative of either party to mandatory arbitration before a
single arbitrator in Birmingham, Alabama pursuant to the Commercial Arbitration Rules of the
American Arbitration Association, or its successor, then in effect. The decision of the arbitrator
shall be rendered in writing, shall be final and may be entered as a judgment in any court in the
State of Alabama. The parties irrevocably consent to the jurisdiction of the federal and state
courts located in Alabama for this purpose. Each party shall be responsible for its or his own
costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s
fees.




     13. Shares Retention Guidelines



          The Holder is required retain for a period of five years from the date of delivery, seventy
five percent (75%) of the number of Performance Shares issued pursuant to this Agreement,
calculated pursuant to Section 2, in which the Holder vests, net of any shares disposed of to pay
taxes as a result of vesting and delivery of such Performance Shares.




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.




	 	 	 	 	 
	 	COLONIAL PROPERTIES TRUST

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 
	 

	 	 
	WITNESS (as to Holder)

	 	HOLDER






 









 






Exhibit A




PERFORMANCE LEVELS




AND POTENTIAL PAYOUT




Performance/Payout Matrix




     The performance period is a three-year period beginning on January 1, 2006 (the “Performance
Period”). Either absolute or relative threshold level of Total Shareholder Return must be achieved
to receive any Performance Shares or cash pursuant to this Performance Share Agreement (the
“Payout”).



     The actual Payout will be based on the greater of the two results. The actual Payouts will be
made in Performance Shares or cash, or a combination, as determined by the Board or the Committee.
The number of Performance Shares earned is equal to the value of the portion of the Payout to be
paid in Performance Shares divided by the fair market value of a Share on the Determination Date
(or Alternative Determination Date, as the case may be).



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold Level	 	 	Target Level	 	 	Maximum Level
	Absolute
	 	47.43%		 	 	63.24%		 	 	94.87%	 
	Relative
	 	25th Percentile of	 	 	75th percentile of	 	 	90th percentile of
	 
	 	Peer group	 	 	Peer Group	 	 	Peer Group
	Payout
	 	 	 	 	 	 	 	 	 	 	 





“Total Shareholder Return” (“TSR”) means stock price change plus reinvested dividends during
the Performance Period.



“ Percentile of Peer Group” means the percentile ranking of TSR of companies designated as
peer companies by the Board or the Committee over the Performance Period.



Payout between points is interpolated on a straight-line basis.