FORM OF RESTRICTED STOCK AWARD AGREEMENT (Employees)
FORM
OF
(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 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 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
___________________________________
