Amendment to Directors’ Deferred Compensation Program under AvalonBay Communities, Inc. Stock Option and Incentive Plans

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

AvalonBay Communities, Inc. has amended its rules for the Directors’ Deferred Compensation Program, which allows non-employee directors to defer compensation in the form of stock units under the company’s 1994 and 2009 Stock Option and Incentive Plans. The amendment specifies that all vested stock units will be paid out in shares within 30 days after a director leaves the company, with special timing rules if the director is a 'specified employee' under IRS regulations. Fractional shares will be paid in cash, and all accounts become payable immediately in certain circumstances.

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EX-10.1 2 w78365exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
AMENDMENT TO
RULES AND PROCEDURES
FOR
DIRECTORS’ DEFERRED COMPENSATION PROGRAM
The following amendment to rules and procedures governing the deferral by a Non-Employee Director pursuant to (i) Section 7(b) of the AvalonBay Communities, Inc. 1994 Stock Option and Incentive Plan, and (ii) Section 8(b) of the AvalonBay Communities, Inc. 2009 Stock Option and Incentive Plan (the “2009 Plan”), was adopted by the Company’s Board of Directors on February 10, 2010. All capitalized terms used herein shall have the same meaning as used in the 2009 Plan unless otherwise specifically provided herein.
Section 6 of the Rules and Procedures is amended in its entirety to read as follows:
      “6. Payment. All vested stock units credited to a Non-Employee Director’s Account shall be paid in shares of Stock to the Non-Employee Director, or his designated beneficiary (or beneficiaries) or estate, in a lump sum within 30 days after the Non-Employee Director incurs a Separation from Service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the ‘Code’) and in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)) with the Company; provided, however, that fractional shares shall be paid in cash, and provided, further, that in the event the Non-Employee Director is a ‘specified employee’ within the meaning of Section 409A of the Code and the regulations promulgated thereunder, such distribution shall be made upon the earlier of the Non-Employee Director’s death, or six months and a day after his Separation from Service, all Accounts under this deferred compensation arrangement shall become immediately payable in a lump sum.”