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 from 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 in Paragraph 4(b) and (c) below, prior to such fifth
anniversary, no portion of the Restricted Stock Award shall be
vested.
1
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 (1) if Retirement occurs prior to the fifth anniversary
of
the date of this Award, then the total number of shares subject to
this
Award shall be reduced to an amount equal to the total number of
shares
subject to this Award multiplied by a fraction, the numerator of
which
shall be equal to the number of months or partial months that have
elapsed
between the date of the Award and the date of Retirement and the
denominator of which shall be sixty (60), and (2) 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 by the resolutions adopted by the Compensation Committee of the
Board of Directors of the Company on November 6, 2002 (the “Resolutions”), 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. In the event of a
permitted Assignment pursuant to the Resolutions, the Restricted Stock Award
shall continue to be subject to all other terms and conditions set forth in
this
Agreement. Except as aforesaid, 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 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
___________________________________
