ENTERTAINMENT PROPERTIES TRUST 2007 EQUITY INCENTIVE PLAN Restricted Shares Agreement
Exhibit 10.5
Form of Restricted Stock Agreement
Non-Employee Trustee
Non-Employee Trustee
ENTERTAINMENT PROPERTIES TRUST
2007 EQUITY INCENTIVE PLAN
2007 EQUITY INCENTIVE PLAN
Restricted Shares Agreement
Date of Grant:
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Number of Restricted Shares Granted:
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This Agreement dated , is made by and between Entertainment
Properties Trust, a Maryland real estate investment trust (the “Company”), and
(“Participant”).
RECITALS:
A.
Effective May 9, 2007, the Company’s shareholders approved the Entertainment
Properties Trust 2007 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from
time to time, grant Restricted Shares to eligible non-Employee trustees of the Company.
B. Participant is a non-Employee trustee of the Company or one of its Affiliates and the
Company desires to encourage him/her to own Shares and to give him/her added incentive to advance
the interests of the Company, and desires to grant Participant Restricted Shares of the Company
under the terms and conditions established by the Committee.
AGREEMENT:
In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Incorporation of Plan. All provisions of this Award Agreement and the rights of
Participant hereunder are subject in all respects to the provisions of the Plan and the powers of
the Committee therein provided. Capitalized terms used in this Agreement but not defined shall
have the meaning set forth in the Plan.
2. Grant of Restricted Shares. Subject to the conditions and restrictions set forth
in this Agreement and in the Plan, the Company hereby grants to Participant that number of Shares
identified above opposite the heading “Number of Restricted Shares Granted” (the “Restricted
Shares”).
3. Restrictions on Transfer/Vesting Date. Subject to any exceptions set forth in this
Agreement or in the Plan, the Restricted Shares or the rights relating thereto may not be sold,
transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated,
voluntarily or involuntarily, prior to the vesting date(s) for such Restricted Shares (the “Vesting
Date”), as identified below. On the applicable Vesting Date for the designated number of
Restricted Shares, the restriction on transfer and risk of forfeiture on such Restricted Shares
shall lapse and the Restricted Shares, if not previously forfeited pursuant to Section 4 below,
will become freely transferable under this Agreement and the Plan, subject only to such further
limitations on transfer, if any, as may exist under applicable law or any other agreement binding
upon Participant. Subject to any exceptions listed in this Agreement or in the Plan, the
Restricted Shares shall become vested in accordance with the schedule set forth below:
| Anniversary of Date of Grant | Number/Percentage of Restricted Shares Vested |
[Insert Vesting Schedule]
The Committee may, in its sole discretion, accelerate the Vesting Date(s) for any or all of
the Restricted Shares, if in its judgment the performance of Participant has warranted such
acceleration and/or such acceleration is in the best interests of the Company.
4. Possible Forfeiture Prior to Vesting. Unless otherwise provided below, if
Participant ceases to be on the board of trustees of the Company prior to the Vesting Date for one
or more of the Restricted Shares, Participant will thereupon immediately forfeit any and all
unvested Restricted Shares, and the full ownership of such Restricted Shares and rights will revert
to the Company. Upon such forfeiture, Participant shall have no further rights under this
Agreement. If Participant ceases to be on the board of trustees of the Company prior to the
Vesting Date and due to Participant’s death or Disability, all restrictions on the Restricted
Shares will lapse and cease to be effective, as of the date Participant ceases to be on the board
of trustees.
5. Delivery of Shares. The Restricted Shares shall be held in book entry form by the
Company until the Vesting Dates. Upon the lapse of the restrictions, the Company shall cause a
share certificate to be delivered to Participant with respect to such Shares, free of all
restrictions hereunder.
6. Dividends and Voting. Participant is entitled to (i) receive all dividends,
payable in stock, in cash or in kind, or other distributions, declared on or with respect to any
Restricted Shares as of a record date that occurs on or after the Date of Grant hereunder and
before any transfer or forfeiture of the Restricted Shares by Participant and payable at the same
time such dividends and distributions are made to the Company’s shareholders and (ii) exercise all
voting rights with respect to the Restricted Shares, if the record date for the exercise of such
voting rights occurs on or after the Date of Grant hereunder and prior to any transfer or
forfeiture of such Restricted Shares.
7. Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
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8. Notice of I.R.C. Section 83(b) Election. If Participant makes an election under
Section 83(b) of the Code, Participant shall promptly notify the Company of such election and
Participant shall be responsible for all reporting obligations to the Internal Revenue Service.
9. Amendment. This Agreement may be amended only by a writing executed by the parties
hereto which specifically states that it is amending this Agreement.
10. Governing Law. The laws of the State of Maryland will govern the interpretation,
validity and performance of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.
11. Binding Effect. Except as expressly stated herein to the contrary, this Agreement
will be binding upon and inure to the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
This Agreement has been executed and delivered by the parties hereto.
| The Company: | Participant: | |||||||||
| Entertainment Properties Trust | ||||||||||
By: |
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| Name: | ||||||||||
| Title: | Address of Participant: | |||||||||
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