CAPITAL LEASE FUNDING, INC. Stock Award AgreementEquity Incentive Plan Agreement |
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Search Equity Incentive Plan Agreement by:
(Executive
Employees)
CAPITAL
LEASE FUNDING, INC.
Stock
Award Agreement
THIS
AGREEMENT dated the ___ day of ______________, ____, between CAPITAL LEASE
FUNDING, INC., a Maryland corporation (the “Company”), and __________________,
(the “Participant”), is made pursuant and subject to the provisions of the
Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made
available to the Participant. All terms used herein that are defined in the Plan
have the same meaning given them in the Plan.
1. Stock
Award.
Pursuant to the Plan, the Company, on _______________, ____, (the “Date of
Grant”) granted to the Participant, subject to the terms and conditions of the
Plan and subject further to the terms and conditions herein set forth, a Stock
Award covering _____________ shares of Common Stock, hereafter described as the
“Shares.”
2. Restrictions. Except
as provided in this Stock Award Agreement (“Agreement”), the Shares are
nontransferable and are subject to a substantial risk of
forfeiture.
3. Vesting.
Subject
to Paragraph 6 and
except as provided in Paragraphs 4 and
5 below,
the Participant’s interest in the Shares granted under this Agreement shall
become nonforfeitable and transferable (“Vested”) [(i) on an annual basis over
no less than a three year period commencing on the one-year anniversary of the
Date of Grant or (ii) over a period of at least one year from the Date of Grant
if the restrictions lapse or expire based on the attainment of objectives stated
with respect to performance criteria listed in Section 8.03 of the
Plan].
4. Death,
Disability or Termination. Paragraph
3 to the
contrary notwithstanding, if, prior to the forfeiture of the Shares under
Paragraph 6, the
Participant dies or becomes Disabled while in the employ of the Company or an
Affiliate or terminates employment for Good Reason or is terminated other than
for Cause, all Shares that are not then Vested shall become Vested as of the
date of the Participant’s death, Disability, termination for Good Reason or
termination other than for Cause. For purposes of Paragraphs 4 and
6 of this
Agreement, Disability, Good Reason, and Cause shall have the same meaning as set
forth in the Employment Agreement between the Company and the Participant as in
effect on the date hereof.
5. Change
in Control. Notwithstanding
any other provision of this Agreement, all Shares not previously forfeited shall
become Vested on a Control Change Date in accordance with the Plan.
6. Forfeiture.
All
Shares that are not then Vested shall be forfeited if the Participant’s
employment with the Company terminates for any reason other than on account of
the Participant’s death, Disability, termination for Good Reason or termination
other than for Cause.
7. Fractional
Shares.
Fractional shares shall not Vest hereunder, and when any provision hereof may
cause a fractional share to Vest, any Vesting in such fractional share shall be
postponed until such fractional share and other fractional shares equal a Vested
whole share.
