Class B Unit Agreement [Form] (2015)Full Document 

Start of Preview


PREFERRED APARTMENT COMMUNITIES, INC.
2015 CLASS B UNIT
AWARD AGREEMENT
This 2015 Class B Unit Award Agreement ("Agreement") made as of the date set forth below among Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), its subsidiary, Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the "Partnership"), and the person identified below as the grantee (the "Grantee").
Recitals
 
A.    Grantee is an [officer of the Company and provides services to the Partnership] [employee of an affiliate of the Company that provides services to the Company and the Partnership].
B.    The Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") approved this award (this "Award") pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of January 1, 2014, as amended, restated and supplemented from time to time hereafter (the "Partnership Agreement"), to provide [officers of the Company] [employees of affiliates of the Company that provides services to the Company and the Partnership], including the Grantee, in connection with their service, with the incentive compensation described in this Agreement, and thereby provide additional incentive for them to promote the progress and success of the business of the Company and its affiliates, including the Partnership. This Award was approved by the Committee pursuant to authority delegated to it by the Board as set forth in the Partnership Agreement to make grants of Class B Units (as defined in the Partnership Agreement).
C.    This Agreement evidences an award of Class B Units that have been authorized for issuance under the Partnership Agreement.
D.    Effective as of the Effective Date, the Committee has made an award to the Grantee of the number of Class B Units (the "Award Class B Units") set forth in Schedule A [in lieu of any reimbursement for annual cash compensation for 2015 and the number of Award Class B Units was determined based on the anticipated reimbursement amount of annual cash compensation otherwise payable for the benefit of Grantee] [as compensation for services to be indirectly rendered to the Company and the Partnership in 2015].
E.    Grantee has agreed to accept the Award Class B Units in lieu of receiving any annual cash compensation for 2015 for services to be rendered for the benefit of the Company and/or the Partnership.
NOW, THEREFORE, the Company, the Partnership and the Grantee agree as follows:
Administration.  This Award shall be administered by the Committee which has the powers and authority as delegated by the Board.
Definitions.  Capitalized terms used herein without definitions shall have the meanings given to those terms in the Partnership Agreement.  In addition, as used herein:
"Accounting Firm" has the meaning set forth in Section 8(n).
"Additional Valuation Date" means the last day of each calendar quarter following the Initial Valuation Date.
"Average Capital Account Balance" has the meaning provided in the Partnership Agreement.

1    



"Award Class B Units" has the meaning set forth in the Recitals.
"Baseline Value" means (a) the Initial Baseline Value until the Initial Valuation Date; and (b) thereafter, the Market Capitalization as of the immediately prior Valuation Date.
"Capital Account" has the meaning provided in the Partnership Agreement.
"Change of Control" means:
Individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors;
Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case unless, following such reorganization, merger or consolidation, (A) more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company's outstanding voting securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their beneficial ownership, immediately prior to such reorganization, merger or consolidation, of the Company's outstanding voting securities, and (B) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;
Approval by the stockholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which following such sale or other disposition (x) more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company's outstanding voting securities entitled to vote generally in the election of directors immediately prior to such sale or other disposition in substantially the same proportion as their beneficial ownership, immediately prior to such sale or other disposition, of the Company's outstanding voting securities, and (y) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors of the Company providing for such sale or other disposition of assets of the Company;
The Third Amended and Restated Management Agreement among the Company, the Partnership and Preferred Apartment Advisors, LLC dated May 13, 2011 (as the same may be amended or modified) is terminated for any reason or no reason; or
End of Preview