EXHIBIT 10.24.3
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") entered into as
of the day of , , 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 ( ) anniversary
[insert "fifth" through the "tenth" as instructed by the Compensation Committee]
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, [conform to above selection] 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,
(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.
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. 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. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise encumber or dispose of such shares, the shares shall immediately 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
___________________________________
