LEXINGTON REALTY TRUST NONVESTED SHARE AGREEMENT
Exhibit
10.1
This
AGREEMENT is effective as of January 8, 2008 by and between Lexington Realty
Trust, a Maryland real estate investment trust (the “Company”) and
____________________ (the “Participant”).
WITNESSETH
THAT:
WHEREAS,
the Participant, as an employee of the Company, is eligible to participate
in
the Lexington Realty Trust 2007 Equity-Based Award Plan (the “Plan”);
WHEREAS,
the Company desires to provide an inducement and incentive to the Participant to perform duties and fulfill responsibilities on
behalf of the Company at the highest level of dedication and
competence;
WHEREAS,
the Compensation Committee of the Board of Trustees has approved the grant
of
the award to the Participant of the common shares of the Company, par value
$0.0001, herein, subject to the terms and conditions of the Plan and this
Agreement, in order to incentivize the Participant’s performance and to enable
the Participant to acquire an equity interest in the Company;
NOW,
THEREFORE, in
consideration of the agreements hereinafter contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1.
Grant of
Shares.
(a)
Subject to the restrictions and terms and conditions set forth in this Agreement
and the Plan, including the Vesting Period (defined in Section 2 hereof), the
Company hereby awards to the Participant ___________ common shares of
the Company (the “Common Shares”) as of
January 8, 2008.
(b)
The Participant agrees that the Participant’s ownership of the Common Shares
shall be evidenced solely by a “book entry” (i.e., a computerized or manual
entry) in the records of the Company or its designated share transfer agent
in
the Participant’s name. Upon expiration of the applicable portion of
the Vesting Period, a certificate or certificates representing the shares of
Common Shares as to which the Vesting Period has so lapsed may be delivered
to
the Participant by the Company, subject to satisfaction of any tax obligations
in accordance with Section 5 hereof.
2.
Vesting of Common
Shares. Subject to Section 3 hereof, the Common Shares vest as
follows, provided that the Participant remains employed by the Company: 25%
on
January 8, 2008; 25% on January 8, 2009; 25% on January 8, 2010; and 25% on
January 8, 2011.
3.
Nontransferability
and
Acceleration/Forfeiture.
(a)
The Participant acknowledges that prior to the expiration of the applicable
Vesting Period, the Common Shares may not be sold, transferred, pledged,
assigned, encumbered or otherwise disposed of (whether voluntarily or
involuntarily or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy)). Upon the
expiration of the applicable portion of the Vesting Period, as set forth in
Section 2 hereof, the restrictions set forth in this Agreement with respect
to
the Common Shares theretofore subject to such expired Vesting Period shall
lapse.
(b)
In the event of (i) a termination of Participant’s employment with the Company
by the Participant for Good Reason (as defined in the employment agreement,
between the Participant and the Company in effect at such time (the “Employment
Agreement”)), (ii) a termination of the Participant’s employment with the
Company by the Company without Cause (as defined in the Employment Agreement),
(iii) a Change of Control (as defined in the Employment Agreement), (iv) a
termination of the Participant’s employment with the Company in a Pre-Change of
Control Termination (as defined in the Employment Agreement), (v) or the
Participant’s death, in any such case prior to the expiration of the Vesting
Period, the Vesting Period shall terminate, and all of the Common Shares not
theretofore forfeited in accordance with this Agreement shall become fully
vested and nonforfeitable as of the date of the Change of Control or the
Participant’s death, as applicable.
(c)
If the Participant ceases to be employed by the Company prior to the complete
expiration of the Vesting Period under circumstances other than those set forth
in Section 3(b) hereof, the Participant agrees that all of the Common Shares,
that are nonvested in accordance with Section 2 hereof as of the date of such
termination, shall be immediately and unconditionally forfeited and will revert
to the Company without any action required by the Participant or the
Company.
4.
Rights as
Shareholder. The Participant shall have all rights of a
shareholder with respect to the Common Shares for record dates occurring on
or
after the date of this Agreement and prior to the date any such Common Shares
are forfeited in accordance with this Agreement, including without limitation
payment to the Participant of any cash dividends or distributions declared
during such period with respect to the Common Shares.
5.
Withholding Tax
Obligations. The Participant acknowledges the existence of
federal, state and local income tax and employment tax withholding obligations
with respect to the Common Shares and agrees that such obligations must be
met. The Participant shall be required to pay and the Company shall
have the right to withhold or otherwise require a Participant to remit to the
Company any amount sufficient to pay any such taxes no later than the date
as of
which the value of any Common Shares first become includible in the
Participant’s gross income for income or employment tax
purposes,
provided however that the Board of Trustees may permit the Participant to elect
withholding Common Shares otherwise deliverable to the Participant in full
or
partial satisfaction of such tax obligations, provided further however that
the
amount of Common Shares so withheld shall not exceed the minimum statutory
withholding tax obligation. If tax withholding is required by
applicable law, in no event shall Common Shares be delivered to the Participant
until he has paid to the Company in cash the amount of such tax required to
be
withheld by the Company or otherwise entered into an agreement satisfactory
to
the Company providing for payment of withholding tax. The Participant
hereby notifies the Company that he will not make an election with respect
to
any portion of the Common Shares pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended.
6.
Limitation of
Rights. Nothing contained herein shall be construed as
conferring upon the Participant the right to continue in the employ of the
Company as a Participant or in any other capacity or to interfere with the
Company’s right to discharge him at any time for any reason
whatsoever.
7.
Receipt of
Plan. The Participant acknowledges receipt of a copy of the
Plan and agrees to be bound by all terms and provisions thereof. If
and to the extent that any provision herein is inconsistent with the Plan,
the
Plan shall govern.
8.
Assignment. This
Agreement shall be binding upon and inure to the benefits of the Company, its
successors and assigns and the Participant and his heirs, executors,
administrators and legal representatives.
9.
Governing
Law. This Agreement and the obligation of the Company to
transfer Common Shares shall be subject to all applicable federal and state
laws, rules and regulations and any registration, qualification, approvals
or
other requirements imposed by any government or regulatory agency or body which
the Compensation Committee of the Company shall, in its sole discretion,
determine to be necessary or applicable. This Agreement shall be
construed in accordance with and governed by the law of the State of New
York.
10.
Amendment. Except
as otherwise permitted by the Plan, this Agreement may not be modified or
amended, nor may any provision hereof be waived, in any way except in writing
signed by the party against whom enforcement thereof is sought.
11.
Execution. This
Agreement may be executed in counterparts each of which shall constitute one
and
the same instrument.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the
Company has caused this Agreement to be executed by a duly authorized officer
and the Participant has executed this Agreement effective as of the date first
above written.
| LEXINGTON REALTY TRUST | ||||
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By:
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Name:
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X. Xxxxxx Eglin | |||
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Title:
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Chief Executive Officer | |||
| PARTICIPANT | ||
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