FORM OF RESTRICTED STOCK AWARD AGREEMENT (Non-Director Employees)
FORM
OF
(Non-Director
Employees)
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 Class A Common
Shares, par value $.01 per share, of the Company (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 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 fifth 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:
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(a)
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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,
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(b)
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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)
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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, in its sole, absolute and
non-reviewable discretion, determines that the Participant (a) has breached a
material contract obligation to the Company including, without limitation,
material provisions in any employment or confidentiality agreement, or (b) has
ceased to perform the Participant’s job to a reasonably satisfactory
standard.
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
process. 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
___________________________________
