LONG-TERM PERFORMANCE SHARE UNIT
AWARD AGREEMENT
W. P. CAREY & CO. LLC
2009 SHARE INCENTIVE PLAN
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Number of
Performance Share Units granted:
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This Long-Term
Performance Share Unit Award Agreement (this
“Agreement”) is made as of the Date of Grant set forth
above by and between Company, a Delaware limited liability company
(the “Company”), and the individual whose name is set
forth above (“Participant”), whose address is in care
of Company, pursuant to the Company’s 2009 Share Incentive
Plan (the “Plan”) and the Long-Term Incentive Program
thereunder. The terms of the Plan are incorporated herein by
reference, and terms defined in the Plan have the same meanings in
this Agreement unless otherwise defined herein or the context
otherwise requires. This Agreement is subject in all respects to
the terms and provisions of the Plan (including, without
limitation, any amendments thereto adopted at any time and from
time to time unless such amendments are expressly intended not to
apply to the award provided hereunder). In the event of a conflict
between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.
1. Grant of Performance Share
Units . The Company
hereby grants to the Participant, as of the Date of Grant specified
above, the number of Performance Share Units specified above (the
“Target Award”) with respect to the Shares of the
Company. Subject to the terms and conditions herein set forth,
these Performance Share Units represent contingent commitments by
the Company to issue and deliver (hereafter referred to as
“conversion”) to Participant, in recognition of the
achievement of specified performance criteria and
Participant’s continued service to the Company and at no cost
to Participant, Shares at a future date, with the maximum amount of
Shares subject to this award to equal [3 times] the Target
Award plus any Shares issuable under Section 3 hereof, all as
subject to adjustment as set forth in Section 3 of the Plan.
This Agreement does not entitle Participant to any payment of cash
compensation.
The Participant
shall not have the rights of a stockholder in respect of the Shares
underlying this Award until such Shares are delivered to the
Participant in accordance with Section 4.
2. Performance Conditions.
The Performance Share Units are
subject to the following performance conditions:
(a)
Performance Period . The Performance Period with respect to
this award shall be the [three] calendar year period
January 1, 20XX through December 31, 20XX.
(b)
Relative Performance . The number of Shares which
Participant will be entitled to receive from the Company upon
conversion pursuant to this Agreement following the completion of
the Performance Period is directly related to the actual level of
performance achieved during such period, defined as Threshold,
Target, Stretch or Maximum.
(c)
Performance Criteria . The Committee shall employ such
criteria for evaluating the performance of the Company over the
Performance Period as the Committee shall in its discretion deem
appropriate (the “Performance Criteria”). These
criteria, and the pre-established performance goals with respect
thereto, shall be communicated to Participant in a Performance
Chart to accompany and be made a part of this Agreement as
Appendix A.
(d)
Determination of Final Awards . As promptly as practicable
upon the completion of the Performance Period, the Committee shall
assess and certify the relative achievement of the Performance
Criteria and determine the percentage (not to exceed [300%]
), if any, of the Target Award to be awarded to Participant (the
full number of Shares resulting from the application of such
percentage being hereinafter called the “Final Award”),
provided that the Committee shall bear no liability for any delay
in such assessment. The Committee shall have the discretion to
increase the Final Award, but not beyond the Maximum, and shall
have no discretion to reduce the Final Award if and to the extent
the Performance Criteria are satisfied. As promptly as practicable
upon the determination of the Final Award, the Company shall notify
Participant of the number of Shares to be issued in connection with
the Final Award, including Distribution Reinvestment Shares, as
defined below, provided that the Committee and the Company shall
bear no liability for any delay in such notification.
3.
Dividend Equivalent Rights . The Company shall maintain a
bookkeeping account for Participant (the “Distribution
Equivalent Account”) for the purpose of crediting additional
Shares attributable to the reinvestment of dividends on the Shares
into which the Performance Share Units subject to this Agreement
may be converted, as if such dividends had been reinvested in such
Shares on the date of payment. On the date of payment of a cash
dividend, stock dividend, and other distributions made generally to
the holders of Shares, provided the record date for such
distribution occurs on or after the first day of the Performance
Period and before recordation or delivery of the Shares under
Section 4 or conversion to Deferred Shares under
Section 5, the Company shall provisionally credit to
Participant’s Distribution Equivalent Account a number of
Shares (including fractions thereof) (the “Distribution
Reinvestment Shares”) equal to (a)x(b)/(c), where
(a) equals the Target Award (expressed as the number of Shares
to which such Award is equivalent), (b) equals the dollar
amount of such distribution per Share, and (c) equals the
closing price of Shares on the New York Stock Exchange on such date
of payment (or, if the Exchange is closed on such date, on the
immediate prior trading date).
- 2 -
In connection
with the determination of the Final Award, the Company shall
recalculate the final number of Distribution Reinvestment Shares,
if any, deliverable to the Participant by assuming that, in the
foregoing equation, on each such payment date, (a) equals the
Final Award (expressed as the number of Shares to which such Award
is equivalent).
The Shares
credited to Participant’s Distribution Equivalent Account
shall be subject to the same forfeiture restrictions, restrictions
on transferability, and elective deferral opportunities as apply to
the Shares into which the Performance Share Units subject to this
Agreement may be converted.
4.
Delivery of Shares . Subject to the terms of the Plan, and
any elective deferral pursuant to Section 5 of this Agreement,
within 2 1
/ 2 months
following the year in which the Performance Period ends and the
Final Award is no longer subject to a substantial risk of
forfeiture, the Company shall distribute to Participant the number
of Shares comprising the Final Award and the number of Distribution
Reinvestment Shares calculated as provided in Section 3. In
connection with the delivery of the Shares pursuant to this
Agreement, Participant agrees to execute any documents reasonably
requested by the Company.
5.
Elective Deferral of Receipt of Shares . If permitted by the
Company, Participant may elect, in accordance with written plans or
procedures adopted by the Company from time to time, to defer the
distribution of all or any portion of the Shares that would
otherwise be distributed to Participant hereunder pursuant to
Section 4 (“Deferred Shares”). Any Deferred Shares
shall be credited to a bookkeeping account established on
Participant’s behalf under Company’s written plans
and/or procedures then in effect with respect to such
shares.
6.
Non-Transferability. The Performance Share Units created by
this Agreement are not transferable by Participant other than by
will or the laws of descent and distribution. Any attempt to
transfer contrary to the provisions her
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