RESTRICTED SHARE
AGREEMENT
AGREEMENT dated as of Date , between W.
P. Carey & Co. LLC, a Delaware limited liability company
(“W. P. Carey & Co.”), and Name (the
“Grantee”).
WHEREAS, W. P. Carey & Co. desires to grant
to the Grantee Number Shares of W. P. Carey & Co. (the
“Shares”) to Grantee under the 2009 Share Incentive
Plan (the “Plan”).
WHEREAS, the parties to this Agreement wish to
provide the terms and conditions upon which W. P. Carey & Co.
will grant Shares to the Grantee.
ACCORDINGLY, the parties agree as
follows:
1. Grant of Shares . W. P. Carey
& Co. hereby grants to the Grantee Number Shares subject
to the terms of this Agreement.
2. Vesting . (a) The
Grantee’s rights to any Shares granted under this Agreement
shall become fully vested and nonforfeitable [at the rate of
twenty-five percent (25%) per year] during which Grantee serves
as an employee of W. P. Carey & Co. or its Subsidiaries or its
Affiliates except as described below. [
February 15 th ] shall be the anniversary date for purposes of
this Agreement so that the first [25%] of Shares shall vest
on [February 15, _____]. Except as provided in this Agreement,
if the Grantee’s employment is terminated for any reason
prior to the date on which the Shares become fully vested and
nonforfeitable, the Grantee shall automatically and immediately
forfeit any such unvested Shares.
(b) Notwithstanding the foregoing, if the
Grantee either dies or becomes totally and permanently disabled
(within the meaning of the disability insurance program or policy
of W. P. Carey & Co. or its Subsidiary or Affiliate then
applicable to the Grantee) while employed by W. P. Carey & Co.
or a Subsidiary or Affiliate; the Grantee’s rights hereunder
shall automatically become fully vested on the date he or she dies
or becomes permanently disabled.
3. Dividends and Distributions .
Any dividends or distributions payable with respect to the Shares
shall be payable to Grantee whether or not the Shares are fully
vested, provided that the Grantee is employed by W. P. Carey &
Co. or its Subsidiaries or Affiliates on the date of
payment.
4. Change in Control .
(a) Upon the occurrence of a Change of Control of W. P. Carey
& Co., the Grantee’s unvested Shares shall become fully
vested and nonforfeitable.
(b) For purposes of this Agreement,
“Change of Control” shall be as defined in
Section 13 of the Plan.
