[Form of Supplemental Agreement with Restricted Stockholders]
[Letterhead of Urstadt Xxxxxx Properties Inc.]
[ ], 1998
[Name and Address of
Restricted Stockholder]
Dear :
Reference is hereby made to (i) the Restricted Stock Award Plan of Urstadt
Xxxxxx Properties Inc. (the "Company"), formerly known as HRE Properties, Inc.,
adopted by the Board of Directors of the Company and approved by the
shareholders of the Company on March 12, 1997 (the "Plan") and (ii) that certain
Restricted Stock Award Agreement, dated [ ], between you and the Company (the
"Agreement").
On June 16, 1998, the Board of Directors of the Company declared a special
stock dividend (the "Stock Dividend") on the Company's common stock, par value
$.01 per share (the "Common Stock"), consisting of one share of a newly created
class of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), for each share of the Company's Common Stock outstanding at the close
of business on July 31, 1998 (the "Record Date"). The Stock Dividend was paid on
August 14, 1998 to holders of record of the Common Stock as of the close of
business on the Record Date.
In connection with the Stock Dividend, you shall receive one restricted
share of Class A Common Stock (a "Restricted Class A Share") for each restricted
share of Common Stock (a "Restricted Common Share") awarded to you under the
Plan and pursuant to your Agreement prior to the Stock Dividend. Each Restricted
Class A Share shall be subject to the same terms and conditions, to the extent
applicable, which apply to the related Restricted Common Share under the Plan
and pursuant to your Agreement.
In all other respects, the terms and conditions of the Plan and your
Agreement will remain the same.
Please execute the enclosed copy of this letter and return it to the
Company to acknowledge your receipt and understanding of the terms contained
herein.
Very truly yours,
URSTADT XXXXXX PROPERTIES INC.
By:
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Name:
Title:
ACCEPTED AND AGREED:
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