EXHIBIT 10.24.1
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered into
as of the day of , , by and between Urstadt Xxxxxx Properties Inc., a Maryland
corporation (the "Company"), and , a Director of the Company (the
"Participant").
WITNESSETH:
WHEREAS, the Company has adopted, through appropriate action
of its Board of Directors and its shareholders, the Urstadt Xxxxxx
Properties Inc. Amended and Restated Restricted Stock Award Plan (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 anniversary
of the date of grant hereunder if the Participant is still a Director of the
Company on that date. Except as provided by Paragraph 4(b) and (c) below, prior
to such fifth anniversary, no portion of the Restricted Stock Award shall be
vested.
4. Termination as a Director.
In the event that during the term of the Restricted Period the
Participant's status as a non-employee Director 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
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 in this Section 8, 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. The Participant may
assign all or a portion of this Restricted Stock Award or any Restricted Stock
Award previously made (an "Assignment"), upon the prior written request to the
Committee and the Committee's approval of the proposed assignee, subject to the
following conditions: permitted assignees of any such Assignment shall be
limited to family members of the Participant, including among others the
Participant's spouse, siblings, children, children-in-law and grandchildren
(collectively the "Participant Family Members"), or any family partnership,
limited partnership, trust, foundation or other entity controlled or held by, or
for the benefit of, the Participant or the Participant Family Members. Any such
Assignment shall provide that the Restricted Stock Award shall not be further
transferred, assigned, pledged or hypothecated without the consent of the
Committee. The Restricted Stock Award subject to any such Assignment shall
continue to be subject to all other terms and conditions set forth in the
applicable Restricted Stock Award Agreement. Except as aforesaid, 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 Continuing Engagement. 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 agreement that the Participant shall continue as a Director of the
Company, nor shall the Restricted Stock Award granted hereunder in any manner
obligate the Company, or any subsidiary or affiliate of the Company, to continue
such relationship with 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
___________________________________
