0000038067-15-000043 Sample Contracts

PERFORMANCE SHARES AGREEMENT
Performance Shares Agreement • May 4th, 2015 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

WHEREAS, the grant of Performance Shares was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Company that was duly adopted on ___________ (the “Date of Grant”), and the execution of a Performance Shares Agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Committee that was duly adopted on the Date of Grant; and

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STOCK OPTION AGREEMENT
Stock Option Agreement • May 4th, 2015 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

THIS AGREEMENT, effective as of __________ by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation of Cleveland, Ohio, (the "Company") and _________, an employee of the Company or a Subsidiary (the "Grantee"). All capitalized terms have the meanings set forth in the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended and Restated as of March 14, 2013) (as amended by the First Amendment to the 1994 Stock Plan, dated December 17, 2013, the "Plan") unless otherwise specifically provided.

FOREST CITY ENTERPRISES, INC.
Restricted Shares Agreement • May 4th, 2015 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

THIS RESTRICTED SHARES AGREEMENT (this "Agreement") effective as of _____________ is made by and between Forest City Enterprises, Inc., an Ohio corporation (the "Company"), and _________, the Grantee (the "Grantee"). All capitalized terms have the meanings set forth in the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended and Restated as of March 14, 2013) (as amended by the First Amendment to the 1994 Stock Plan, dated December 17, 2013, the "Plan") unless otherwise specifically provided.

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