CAPITAL LEASE FUNDING, INC. Stock Award Agreement
(Executive
Officers)
CAPITAL
LEASE FUNDING, INC.
THIS
AGREEMENT dated the ____ day of _______ 20__, 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 ________ __, 20__ (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) as to ________ shares, in
three equal annual installments commencing on the one-year anniversary of the
Date of Grant (the “Time Vesting Shares”) and/or (ii) as to ________ shares,
over a three year period ending on the third anniversary of the Date of Grant
(the “Performance Termination Date”) if the restrictions lapse or expire based
on the attainment of performance criteria determined by the Administrator in
its
sole discretion (the “Performance Vesting Shares”). One-third of the Performance
Vesting Shares shall be available for Vesting annually (beginning on the first
anniversary of the Date of Grant); provided, however, that any Performance
Vesting Shares which fail to Vest will accumulate and not be forfeited but
shall
be available for Vesting in subsequent years until the Performance Termination
Date at which time all Performance Vesting Shares which have not Vested shall
be
forfeited.]
4. Death,
Disability or Termination. Paragraph
3
to the
contrary notwithstanding, if, prior to the forfeiture of the Shares under
Paragraph 6,
the
Participant dies or becomes Disabled while in the employ of the Company or
an
Affiliate or terminates employment for Good Reason or is terminated other than
for Cause, all Shares that are not then Vested shall become Vested as of the
date of the Participant’s death, Disability, termination for Good Reason or
termination other than for Cause. For purposes of Paragraphs 4
and
6
of this
Agreement, Disability, Good Reason, and Cause shall have the same meaning as
set
forth in the Employment Agreement between the Company and the Participant as
in
effect on the date hereof.
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.
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6. Forfeiture.
All
Shares that are not then Vested shall be forfeited if the Participant’s
employment with the Company terminates for any reason other than on account
of
the Participant’s death, Disability, termination for Good Reason or termination
other than for Cause.
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.
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 Employment.
This
Agreement does not confer upon the Participant any right with respect to
continuance of employment by the Company or an Affiliate nor shall it interfere
in any way with the right of the Company or an Affiliate to terminate his
employment at any time.
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.
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Participant
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