Ex-10.1



 








Exhibit 10.1




FORM OF

EDUCATION REALTY TRUST, INC.

RESTRICTED STOCK AWARD AGREEMENT




     THIS AGREEMENT (the “Agreement”) is made and entered into as of the day and date on
the last page hereof (the “Award Date”), by and between Education Realty Trust, Inc., a
Maryland corporation (the “Company”) and [                    ] (the “Recipient”).


W I T N E S S E T H:




     WHEREAS, the Company has adopted the Education Realty Trust, Inc. 2004 Incentive Plan (the
“Plan”); and



     WHEREAS, the Board of Directors of the Company or the Compensation Committee thereof (the
“Board”) has authorized the grant to Recipient of a restricted stock award under the Plan
to purchase shares of the common stock of the Company (“Common Stock”), and the Company and
Recipient wish to confirm the terms, conditions, and restrictions of the restricted stock award;



     NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and
other good and valuable consideration, the parties hereto agree as follows:



SECTION I

AWARD OF SHARES




     1.1 Award of Shares. Subject to the terms, restrictions, limitations, and conditions
stated herein and in the Plan, the Company hereby awards to Recipient 500 shares of Common Stock
(the “Award Shares”).



     1.2 Vesting of Award Shares. Recipient shall be vested in 100% of the Award Shares
as of the Award Date. Recipient acknowledges and agrees that he or she has been fully advised to
consult with his or her own tax consultants regarding the applicability of his making a Code
§83(b) election with respect to the Award Shares.



     1.3 Rights as Stockholder. Recipient (or any subsequent transferee) shall have all
rights of a stockholder with respect to Award Shares, including the right to vote and the right to
receive dividends paid or declared on such Award Shares.



     1.4 Investment Representations. Recipient hereby represents, warrants, covenants,
and agrees with the Company as follows:




     (a) The Award Shares being acquired by Recipient will be acquired for Recipient’s own
account without the participation of any other person, with the intent of holding the Award
Shares for investment and without the intent of participating, directly or indirectly, in a
distribution of the Award Shares and not with a view to, or for resale in connection with,
any distribution of the Award Shares, nor is Recipient aware of the existence of any
distribution of the Award Shares;




     (b) Recipient is not acquiring the Award Shares based upon any representation, oral or
written, by any person with respect to the future value of, or income from, the Award Shares
but rather upon an independent examination and judgment as to the prospects of the Company;




     (c) The Award Shares were not offered to Recipient by means of publicly disseminated
advertisements or sales literature, nor is the Recipient aware of any offers made to other
persons by such means;



 









 






     (d) Recipient is able to bear the economic risks of the investment in the Award Shares,
including the risk of a complete loss of my investment therein;




     (e) Recipient has had the opportunity to ask questions of and receive answers from the
Company and any person acting on its behalf and to obtain all material information
reasonably available with respect to the Company and its affairs. Recipient has received
all information and data with respect to the Company which Recipient has requested and which
Recipient has deemed relevant in connection with the evaluation of the merits and risks of
Recipient’s investment in the Company; and




     (f) The agreements, representations, warranties, and covenants made by Recipient herein
extend to and apply to all of the Award Shares of the Company issued to Recipient pursuant
to this restricted stock award. Acceptance by Recipient of the certificate representing
such Award Shares shall constitute a confirmation by Recipient that all such agreements,
representations, warranties, and covenants made herein shall be true and correct at that
time.



SECTION 2

RESTRICTIONS OF AWARD SHARES




     2.1. Share Restrictions. The Company may impose such restrictions on any Award
Shares as it may deem advisable, including, without limitation, investment intent restrictions,
restrictions on transfer, “first refusal” rights of the Company to purchase Shares prior to their
sale to any other person, “drag-along” rights requiring the sale of Shares to a third-party
purchaser in certain circumstances, “lock up” type restrictions in the case of an additional
public offering of the Common Stock, restrictions or limitations or other provisions that would be
applied to stockholders under any applicable agreement among the stockholders, and restrictions
under applicable federal securities laws, under the requirements of any stock exchange or market
upon which such shares are then listed or traded, or under any blue sky or state securities laws
applicable to such Shares.



SECTION 3

GENERAL PROVISIONS




     3.1 Change in Capitalization. If the number of outstanding shares of the Common Stock
shall be increased or decreased by a change in par value, split-up, stock split, reverse stock
split, reclassification, distribution of common stock dividend, or other similar capital
adjustment, an appropriate adjustment shall be made by the Board of Directors in the number and
kind of Award Shares such that Recipient’s proportionate interest shall be maintained as before the
occurrence of the event. No fractional shares shall be issued in making such adjustment. All
adjustments made by the Board of Directors under this Section shall be final, binding, and
conclusive.



     3.2 Legends. Each certificate representing the Award Shares shall be endorsed with
the following legend and Recipient shall not make any transfer of the Award Shares without first
complying with the restrictions on transfer described in such legend:



TRANSFER IS RESTRICTED



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A RESTRICTED
STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR SUCH
OWNER’S PREDECESSOR IN INTEREST), AND SUCH RESTRICTED STOCK AWARD AGREEMENT IS ON FILE IN, AND MAY
BE EXAMINED AT, THE PRINCIPAL OFFICE OF THE COMPANY.




     3.3 Governing Laws. This Agreement shall be construed, administered and enforced
according to the laws of the State of Maryland; provided, however, no Award Shares shall be issued
except, in the reasonable judgment of the Board of Directors, in compliance with exemptions under
applicable state securities laws of the state in which Recipient resides, and/or any other
applicable securities laws.



 









 





     3.4 Successors. This Agreement shall be binding upon and inure to the benefit of the
heirs, legal representatives, successors, and permitted assigns of the parties.



     3.5 Notice. Except as otherwise specified herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed to have been given if
personally delivered or if sent by registered or certified United States mail, return receipt
requested, postage prepaid, addressed to the proposed recipient at the last known address of the
recipient. Any party may designate any other address to which notices shall be sent by giving
notice of the address to the other parties in the same manner as provided herein.



     3.6 Severability. In the event that any one or more of the provisions or portion
thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.



     3.7 Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement
expresses the entire understanding and agreement of the parties with respect to the subject matter
hereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.



     3.8 Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Award
Shares or any portion thereof shall be a violation of the terms of this Agreement and shall be
null, void and without effect ab initio.



     3.9 Headings. Paragraph headings used herein are for convenience of reference only
and shall not be considered in construing this Agreement.



     3.10 Specific Performance. In the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who
are thereby aggrieved shall have the right to specific performance and injunction in addition to
any and all other rights and remedies at law or in equity, and all such rights and remedies shall
be cumulative.



     3.11 No Employment Rights Created. Neither the establishment of the Plan nor the
award of Award Shares hereunder shall be construed as giving Recipient the right to continued
employment with the Company.



     3.12 Capitalized Terms. All capitalized terms used in this Agreement not defined
herein shall have the meanings ascribed thereto in the Plan.



     IN WITNESS WHEREOF, the parties have executed and sealed this Agreement effective as of the
[___] day of [___], 2006.



	 	 	 	 	 	 	 
	COMPANY:	 	 	 	RECIPIENT:
	 
	 	 	 	 	 	 
	EDUCATION TRUST REALTY TRUST, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	Name:
	 	 	 	 	 	 
	Title: