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 Company desires to grant to the
Grantee restricted share units (“RSUs”) under the 2009
Share Incentive Plan, as amended (the “Plan”), and the
Long-Term Incentive Program thereunder, 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 become fully vested and nonforfeitable at the rate
of [thirty-three and one-third percent (33
1
/ 3 %)
per year] during which
Grantee serves as an employee of the Company, its Subsidiaries or
its Affiliates except as described below. [February 15]
shall be the anniversary date for purposes of this Agreement so
that the first [33 1 / 3 %] of
RSUs shall vest on [February 15, 20 ] . Except
as provided in this Agreement, if the Grantee’s employment is
terminated for any reason prior to the date on which the RSUs
become vested and nonforfeitable, the Grantee shall automatically
and immediately forfeit any such unvested RSUs.
(b) Notwithstanding the foregoing, if the
Grantee either dies or becomes totally and permanently disabled
(within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended) while employed by the Company, a
Subsidiary or any Affiliate, the Grantee’s rights hereunder
shall automatically become fully vested on the date he or she dies
or becomes permanently disabled.
(c) Subject to Section 2(d), if and to
the extent earned, one Share shall be paid in satisfaction of each
vested RSU as soon as practicable following vesting, but in no
event later than 2 1 / 2
months following the end of the
calendar year in which vesting has occurred and the RSU is no
longer subject to a substantial risk of forfeiture.
(d) If permitted by the Company, Grantee
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
Grantee hereunder pursuant to Section 2 (“Deferred
Shares”), or result from dividend payments thereon as
provided in Section 3. Any Deferred Shares shall be credited
to a bookkeeping account established on Grantee’s behalf
under the Company’s written plans and/or procedures then in
effect with respect to such Shares.
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
