CB XXXXXXX XXXXX REALTY TRUST
2004 EQUITY INCENTIVE PLAN
SHARE AWARD AGREEMENT
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AGREEMENT by and between CB Xxxxxxx Xxxxx Realty Trust, a Maryland real
estate investment trust (the "Company") and Xxxxxx X. Xxxx (the "Grantee"),
dated as of the 17th day of June, 2011.
WHEREAS, the Company maintains the CB Xxxxxxx Xxxxx Realty Trust 2004
Equity Incentive Plan (the "Plan") (capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto by the Plan); and
WHEREAS, under the Plan the Company may grant awards to its employees,
directors and other persons who provide significant services to the Company; and
WHEREAS, the Grantee is a Trustee of the Company, and performs services
for the Company; and
WHEREAS, the Committee has determined that it is in the best interests
of the Company and its shareholders to grant Shares to the Grantee subject to
the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of Shares.
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The Company hereby grants the Grantee 1,000 common shares of the
Company, subject to the following terms and conditions and subject to the
provisions of the Plan. The Plan is hereby incorporated herein by reference as
though set forth herein in its entirety.
Any cash dividends to which the Grantee may become entitled, with
respect to a Share, may, at the election of the Grantee, be used to purchase
additional Shares under the terms and conditions of the Company Dividend
Reinvestment Plan.
2. Restrictions and Conditions.
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The Grantee may not redeem any Share awarded pursuant to this Agreement
and the Plan prior to the third anniversary of the date hereof, pursuant to the
Company's Share Redemption Program.
3. Miscellaneous.
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(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
MARYLAND. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written
agreement executed by the parties hereto or their respective
successors and legal representatives. The invalidity or
unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of
this Agreement.
(b) The Committee may make such rules and regulations and establish
such procedures for the administration of this Agreement as it
deems appropriate. Without limiting the generality of the
foregoing, the Committee may interpret the Plan and this
Agreement, with such interpretations to be conclusive and
binding on all persons and otherwise accorded the maximum
deference permitted by law, and take any other actions and make
any other determinations or decisions that it deems necessary or
appropriate in connection with the Plan, this Agreement or the
administration or interpretation thereof. In the event of any
dispute or disagreement as to interpretation of the Plan or this
Agreement or of any rule, regulation or procedure, or as to any
question, right or obligation arising from or related to the
Plan or this Agreement, the decision of the Committee, shall be
final and binding upon all persons.
(c) All notices hereunder shall be in writing, and if to the Company
or the Committee, shall be delivered to the Board or mailed to
its principal office, addressed to the attention of the Board;
and if to the Grantee, shall be delivered personally, sent by
facsimile transmission or mailed to the Grantee at the address
appearing in the records of the Company. Such addresses may be
changed at any time by written notice to the other party given
in accordance with this paragraph 3(c).
(d) The failure of the Grantee or the Company to insist upon strict
compliance with any provision of this Agreement, or to assert
any right the Grantee or the Company, respectively, may have
under this Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this
Agreement.
(e) Nothing in this Agreement shall confer on the Grantee any right
to continue in the employ or other service of the Company or any
of their affiliates or interfere in any way with the right of
the Company or any of their affiliates and their shareholders to
terminate the Grantee's employment or other service at any time.
(f) This Agreement (including the Plan) contains the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral,
with respect thereto.
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.
CB XXXXXXX XXXXX REALTY TRUST
By:
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Name:
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Title:
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Xxxxxx X. Xxxx
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