0000950123-10-030124 Sample Contracts

INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT
Incentive and Nonqualified Stock Option Agreement • March 30th, 2010 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

THIS AGREEMENT, effective as of , 2010 by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation of Cleveland, Ohio, (the “Company”) and {Employee Name}, 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 June 19, 2008) (the “Plan”) unless otherwise specifically provided.

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FOREST CITY ENTERPRISES, INC. Restricted Shares Agreement
Restricted Shares Agreement • March 30th, 2010 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

THIS RESTRICTED SHARES AGREEMENT (this “Agreement”) effective as of , 2010 is made by and between Forest City Enterprises, Inc., an Ohio corporation (the “Company”), and the individual who is named as the Grantee (the “Grantee”) on the signature page of this Agreement. All capitalized terms have the meanings set forth in the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended and Restated as of June 19, 2008) (the “Plan”) unless otherwise specifically provided.

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