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 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 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 (1) if Retirement occurs prior to the anniversary
of the date of this Award [make consistent with vesting period in
Par. 3],
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
this Award and the date of Retirement and the denominator of which
shall
be [insert a number equal to the number of months in the vesting
period];
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 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.
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 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
___________________________________
