FORM OF RESTRICTED STOCK AWARD AGREEMENT (Employee Director)
FORM
OF
(Employee
Director)
THIS
RESTRICTED STOCK AWARD AGREEMENT
(the "Agreement") entered into as of the day of
January, 20 , by and
between Urstadt Xxxxxx Properties Inc., a Maryland corporation (the "Company"),
and , an
individual employed by the Company (the "Participant").
WITNESSETH:
WHEREAS,
the Company has adopted,
through appropriate action of its Board of Directors, the Urstadt Xxxxxx
Properties Inc. Amended and Restated Restricted Stock Award Plan (as amended,
the "Plan"); and
WHEREAS,
the Company desires to grant a
Restricted Stock Award to the Participant under the Plan on the terms and
conditions hereinafter set forth; and
WHEREAS,
the Participant desires to
accept such Restricted Stock Award of the Company subject to the terms and
conditions of this Agreement and the Plan;
NOW,
THEREFORE, in consideration of the
promises and the mutual covenants hereinafter contained, and other good and
valuable consideration, receipt of which is hereby acknowledged, the Company
and
the Participant do mutually covenant and agree as follows:
1. Grant
of Restricted
Stock. Subject to the terms and conditions hereinafter set
forth, the Participant is hereby granted a Restricted Stock Award of
( )
Common Shares, par value $.01 per share, and
( ) Class A
Common Shares, par value $.01 per share, of the Company (collectively the
"Restricted Stock").
2. Issuance
of Restricted
Stock. The number of shares of Restricted Stock granted under
Section 1 hereof shall be recorded on the books of the Company in the name
of
the Participant. The Company shall instruct its stock transfer agent
to place a stop transfer order on the Restricted Stock until such time as the
Restrictions thereon shall lapse. In the event that the Participant
shall forfeit all or any portion of the Restricted Stock, the shares which
are
forfeited automatically shall be transferred back to the Company.
3. Vesting. The
Participant shall vest in the Restricted Stock Award granted hereunder, and
all
Restrictions thereon shall lapse, upon the [fifth to
tenth] anniversary of the date of grant hereunder if the Participant is still
employed by the Company on that date. Except as provided in Paragraph
4(b) and (c) below, prior to such anniversary,
no portion of the Restricted Stock Award shall be vested.
4. Termination
of Employment
During the Restricted Period.
In
the
event that during the term of the Restricted Period the Participant’s status as
an employee of the Company terminates:
|
(a)
|
for
any reason other than death, Disability or Retirement, the Participant
shall forfeit any and all Restricted Stock Awards whose Restrictions
have
not lapsed; or,
|
|
(b)
|
by
reason of death or Disability, the Restrictions on any and all Awards
shall lapse on the date of such termination;
or,
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|
(c)
|
by
reason of Retirement, all Awards shall continue to vest as if Retirement
had not occurred until such time as the Restrictions lapse; provided,
however, that if the retired Participant, prior to the completion
of any
or all Restricted Periods, accepts employment or provides services
to any
organization other than the Company that is engaged primarily in
the
ownership and/or management or brokerage of shopping centers in The
New
York – Northern New Jersey – Long Island, NY-NJ-CT-PA, Metropolitan
Statistical Area as defined by the Bureau of Labor Statistics, the
Participant will forfeit any and all Restricted Stock Awards whose
Restrictions have not lapsed.
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5. Forfeiture. All
shares of non-vested Restricted Stock shall be automatically forfeited to the
Company if the Board of Directors of the Company determines that the Participant
has breached a material contract obligation to the Company including, without
limitation, material provisions in any employment or confidentiality
agreement.
6. Rights
to
Dividends. Subject to the terms and conditions hereof, during
the Restricted Period the Participant shall have the right to receive any
dividends declared and other distributions paid with respect to the shares
of
Restricted Stock as such are declared and paid to shareholders with respect
to
Common Shares and Class A Common Shares of the Company generally.
7. Withholding
Tax
Liability. The Company shall have the right to withhold any
income or other taxes due upon transfer of shares to the Participant or the
lapse of Restrictions, including the right to withhold shares or sell shares
where appropriate.
8 Transfer
Restrictions. Except as provided by the resolutions adopted by
the Compensation Committee of the Board of Directors of the Company on November
6, 2002 (the “Resolutions”), the shares of Restricted Stock may not be
transferred, assigned, pledged, hypothecated or otherwise encumbered, and shall
not be subject to execution, attachment, garnishment or other similar legal
processes. In the event of a permitted Assignment pursuant to the
Resolutions, the Restricted Stock Award shall continue to be subject to all
other terms and conditions set forth in this Agreement. Except as
aforesaid, upon any attempt to transfer, assign, pledge, hypothecate or
otherwise encumber or dispose of such shares, the shares immediately shall
be
forfeited to the Company.
9. Construction;
No Contract of
Employment. Nothing contained
in this
Agreement, nor the granting of the Restricted Stock Award hereunder, shall
be
construed as giving the Participant or any other person any legal or equitable
rights against the Company or any subsidiary or any director, officer, employee
or agent thereof, except for those rights as are herein
provided. Under no circumstances shall this Agreement be construed as
an express or implied contract of continuing employment for the Participant,
nor
shall the Restricted Stock Award granted hereunder in any manner obligate the
Company, or any subsidiary or affiliate of the Company, to continue the
employment of the Participant.
10. Miscellaneous. This
Agreement is subject to the terms and conditions of the Plan, as the Plan may
be
from time to time amended. The provisions of the Plan are
incorporated herein by reference, and the capitalized terms used but undefined
herein shall have the same meanings as set forth in the Plan. The
Participant acknowledges receipt of a copy of the Plan and agrees to be bound
by
all the terms and provisions thereof. Any inconsistency between this
Agreement and the Plan shall be resolved in favor of the Plan.
URSTADT
XXXXXX
PROPERTIES INC.
By________________________________
Name:
Title:
PARTICIPANT
___________________________________
