Exhibit 10.4
LOCK-UP AND CLAW-BACK
AGREEMENT
LOCK-UP AND CLAW-BACK AGREEMENT
(this “Agreement”), effective as of December 28, 2006
(the “Effective Date”), by and between Lexington
Corporate Properties Trust, a Maryland real estate investment trust
(the “Company”) and ________________ (the
“Executive”).
W I T N E S
S E T H :
WHEREAS, the Board of Trustees of
the Company (the “Board”) granted ___________ unvested
common shares of the Company to Executive that remain subject to
service-based vesting restrictions: (the “Unvested
Shares”); and
WHEREAS, the Board has agreed to
accelerate the vesting of the Unvested Shares in consideration for
Executive’s agreement (i) not to sell the vested common
shares of the Company that he receives upon the vesting of the
Unvested Shares (the “Vested Shares”) until the dates
set forth on Exhibit A; and (ii) to return to the Company the
Vested Shares in the event that Executive’s fraud or
intentional misconduct directly or indirectly causes (or materially
contributes to) a material financial restatement prior to the dates
set forth on Exhibit A, whether such restatement is required by
law.
NOW, THEREFORE, in order to
accomplish these objectives and in consideration of the mutual
covenants and promises contained herein, the parties hereto, each
intending to be legally bound hereby, agree as follows:
1.
Vesting of Unvested Shares . As of the Effective Date,
Executive shall become fully vested in the Unvested
Shares.
2.
Lock-Up Agreement . Executive shall not sell, make any short
sale of, loan, hypothecate, pledge, grant any option for the
purchase of, or otherwise dispose or transfer for value, or
otherwise agree to engage in any of the foregoing transactions with
respect to, the number of Vested Shares set forth on Exhibit A
without the prior written consent of the Company. The restriction
in the preceding sentence shall be in effect until the dates set
forth on Exhibit A.
3.
Claw-Back Agreement . Executive shall return to the Company
the number of Vested Shares set forth on Exhibit A if a court
having jurisdiction in the matter in a final adjudication from
which there is no further right of appeal determines that Executive
has engaged in fraud, or intentional misconduct that directly or
indirectly causes, in whole or in part, the need for a material
financial restatement by the Company prior to dates set forth on
Exhibit A.
4.
Notices . Any notices required or permit
