CAPITAL LEASE FUNDING, INC. Stock Award Agreement
(Outside
Directors)
CAPITAL
LEASE FUNDING, INC.
THIS
AGREEMENT dated the ___ day of ______________, ____, between CAPITAL LEASE
FUNDING, INC., a Maryland corporation (the “Company”), and __________________,
(the “Participant”), is made pursuant and subject to the provisions of the
Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made
available to the Participant. All terms used herein that are defined in the Plan
have the same meaning given them in the Plan.
1. Stock
Award.
Pursuant to the Plan, the Company, on _______________, ____, (the “Date of
Grant”) granted to the Participant, subject to the terms and conditions of the
Plan and subject further to the terms and conditions herein set forth, a Stock
Award covering __________ shares of Common Stock, hereafter described as the
“Shares.”
2. Restrictions. Except
as provided in this Stock Award Agreement (“Agreement”), the Shares are
nontransferable and are subject to a substantial risk of
forfeiture.
3. Vesting.
Subject
to Paragraph 6 and
except as provided in Paragraphs 4 and
5 below,
the Participant’s interest in the Shares granted under this Agreement shall
become nonforfeitable and transferable (“Vested”) [(i) on an annual basis over
no less than a three year period commencing on the one-year anniversary of the
Date of Grant or (ii) over a period of at least one year from the Date of Grant
if the restrictions lapse or expire based on the attainment of objectives stated
with respect to performance criteria listed in Section 8.03 of the Plan].
4. Death
or Disability. Paragraph
3 to the contrary notwithstanding, if the Participant dies or becomes Disabled
prior to the forfeiture of the Shares under Paragraph 6, all
Shares shall become Vested as of the date of the Participant’s death or
Disability. For
purposes of this Agreement, the term “Disabled” means that the Participant has a
permanent and total disability as described in Section 22(e)(3) of the
Code.
5. Change
in Control. Notwithstanding
any other provision of this Agreement, all Shares not previously forfeited shall
become Vested on a Control Change Date in accordance with the Plan.
6. Forfeiture.
All
Shares that are not then Vested shall be forfeited if the Participant ceases to
be a member of the Board for any reason other than on account of the
Participant’s death or Disability.
7. Fractional
Shares.
Fractional shares shall not Vest hereunder, and when any provision hereof may
cause a fractional share to Vest, any Vesting in such fractional share shall be
postponed until such fractional share and other fractional shares equal a Vested
whole share.
8. Change
in Capital Structure. The
terms of this Agreement shall be adjusted as the Board determines is equitably
required in the event the (a) Company (i) effects one or more stock dividends,
stock split-ups, subdivisions or consolidations of shares or (ii) engages in a
transaction to which Section 424 of the Code applies or (b) there occurs any
other event which, in the judgment of the Board, necessitates such
action.
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9. Governing
Law. This
Agreement shall be governed by the laws of the State of New York.
10. Stock
Power. With
respect to any Shares that are forfeited in accordance with Paragraph
6, the
Participant hereby irrevocably appoints the Company’s Secretary as his attorney
to transfer any forfeited Shares on the books of the Company with full power of
substitution in the premises. The Company’s Secretary shall use the authority
granted in this Paragraph 10 to
cancel any Shares that are forfeited in accordance with Paragraph 6. The
authority granted in this Paragraph 10 shall
terminate with respect to Shares on the date that such Shares become Vested in
accordance with Paragraphs 3 or
4.
11. Shareholder
Rights. The
Participant shall have all of the rights of a Shareholder with respect to the
Shares, including the right to vote the Shares and receive dividends thereon,
from the Date of Grant and prior to a forfeiture of the Shares. On and after the
date that any Shares are forfeited in accordance with Paragraph 6 the
Participant shall have no further rights as a Shareholder with respect to the
forfeited Shares. The Company shall retain custody of the certificates
evidencing the Shares until the Shares become Vested in accordance with
Paragraphs 3 or
4 at which
time the Company shall deliver to the Participant a certificate evidencing the
Vested Shares.
12. No
Right to Continued Service. This
Agreement does not confer upon the Participant any right with respect to
continued service to the Company or an Affiliate or membership on the Board.
13. Conflicts. In the
event of any conflict between the provisions of the Plan as in effect on the
date hereof and the provisions of this Agreement, the provisions of the Plan
shall govern. All references herein to the Plan shall mean the Plan as in effect
on the date hereof.
14. Participant
Bound by Plan. The
Participant hereby acknowledges that a copy of the Plan has been made available
to him and agrees to be bound by all the terms and provisions
thereof.
15. Binding
Effect. Subject
to the limitations stated above and in the Plan, this Agreement shall be binding
upon and inure to the benefit of the legatees, distributees, and personal
representatives of the Participant and the successors of the
Company.
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IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly
authorized officer, and the Participant has affixed his signature
hereto.
|
CAPITAL
LEASE FUNDING, INC.
By:
__________________________________ |
______________________________________
Participant |
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