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W. P. CAREY & CO. LLC
RESTRICTED SHARE UNIT AGREEMENT
AGREEMENT dated as of
, between W. P. Carey & Co. LLC, a Delaware limited liability
company (the “Company”), and
(the “Grantee”).
WHEREAS, the Grantee is a Non-Employee Director
of the Company and is awarded restricted share units
(“RSUs”) under the 2009 Non-Employee Directors’
Incentive Plan (the “Plan”), providing Grantee with the
right to receive a common share of the Company (the
“Shares”) for each RSU granted to Grantee.
WHEREAS, the parties to this Agreement wish to
provide the terms and conditions upon which the Company will grant
RSUs to the Grantee.
WHEREAS, all capitalized terms not otherwise
defined herein shall have the meaning set forth in the
Plan.
ACCORDINGLY, the parties agree as
follows:
1. Grant of RSUs . The Company
hereby grants to the Grantee _____ RSUs subject to the
terms of this Agreement. Each RSU represents the right to receive a
Share, subject to adjustment as provided in the Plan. RSUs shall
not be entitled to voting rights.
2. Vesting and Payment .
(a) The Grantee’s rights to any RSU granted under this
Agreement shall be fully vested and nonforfeitable upon
grant.
(b) One Share shall be paid in satisfaction
of each vested RSU within 30 days following the Grantee
Non-Employee Director’s separation from service, within the
meaning of Section 409A of the Code.
3. Dividend and Distribution
Equivalents . With respect to each of the RSUs granted
hereunder, each time the Board of the Company shall declare a cash
dividend or distribution (or dividend or distribution payable in
property other than Shares) with respect to Shares, then provided
the record date is on or after the date of this Agreement and
before the date on which Shares are recorded or paid in
satisfaction of such RSUs pursuant to Section 2(b): a cash
payment (or payment of other property) shall be made to the Grantee
within 30 days following the distribution payment date fixed
in such declaration equal to the amount of the distribution payable
per Share, multiplied by the number of such RSUs held by the
Grantee as of the record date fixed in such declaration; provided,
however, that the right t
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