CENTERLINE HOLDING COMPANY 2007 INCENTIVE SHARE PLAN

 

 

 

 

 

 

 

 

 

1.	Specific Terms .   Your Options have the following terms:

Name of Participant
Type of Share Option	Non-Incentive Stock Option
Number of Shares Subject to Award
Option Exercise Price per Share:   1
Grant Date
Vesting	¨   ___% on Grant Date.   ¨   ___% on each of the next ______ (#) annual anniversary dates of your Continuous Service after the Grant Date.   (subject to any employment agreement between you and the Manager); and provided further that you will become 100% vested in this Award if your Continuous Service ends due to your Retirement, your death, or your Disability.

 

___________________________

1 The exercise price of a non-ISO must be at least 100% of the Fair Market Value of the underlying Shares.

 

 

Expiration Date	¨   ____ years after Grant Date; or   ¨   10 years after Grant Date   (at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date)
Lifetime Transfers	¨ Allowed in accordance with Section 12(b) of the 2007 Plan. ¨ Not allowed.

 

2.          Manner of Exercise .  The Options shall be exercised in the manner set forth in the 2007 Plan, using the exercise form attached hereto as Exhibit C .  The amount of Shares for which the Options may be exercised is cumulative; that is, if you fail to exercise the Options for all of the Shares vested under the Options during any period set forth above, then any Shares subject to the Options that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of the Options pursuant to Sections 1 and 3 of this Award Agreement and the terms of the 2007 Plan.  Fractional Shares may not be purchased.

 

3.        Termination of Continuous Service .   Subject to the terms of any Employment Agreement between you and the Company and/or its subsidiaries then in effect, this Award shall be canceled and become automatically null and void immediately after termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant to the foregoing terms, on or at the time your Continuous Service ends.

 

4.        Designation of Death Beneficiary .  Notwithstanding anything to the contrary contained herein or in the 2007 Plan, following the execution of this Award Agreement, you may expressly designate a death beneficiary (the “ Beneficiary ”) to your interest, if any, in this Award and any underlying Shares.  You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit D (the “ Designation of Death Beneficiary ”) and delivering an executed copy of the Designation of Beneficiary to the Company.  To the extent you do not duly designate a beneficiary who survives you, your estate will automatically be your beneficiary.

 

5.        Restrictions on Transfer of Award .  Your rights under this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee, except as hereinafter provided.  If Section 1 allows you to make a transfer of the Restricted Shares subject to this Award, you may transfer the Restricted Shares as follows:

 

(i)	by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a Permitted Transferee, as defined  in subsection (ii) of this Section, or

 

(ii)

by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of yours: any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships (each a “ Permitted Transferee ”).

 

 

 

 

6.         Taxes .  Except to the extent otherwise specifically provided in an employment agreement between you and the Manager, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Code Sections 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Administrator shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes.  The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the 2007 Plan and this Award Agreement.

 

7.        Notices .  Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records.  Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement.  Any such notice shall be deemed to be given as of the date such notice is personally or electronically delivered or properly mailed.

 

8.        Binding Effect .  Except as otherwise provided in this Award Agreement or in the 2007 Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

 

9.                                Modifications .  This Award Agreement may be modified or amended at any time, in accordance with Section 15 of the 2007 Plan and provided that you must consent in writing to any modification that adversely and materially affects any rights or obligations under this Award Agreement (with such an affect being presumed to arise from a modification that would trigger a violation of Section 409A of the Code).

 

10.                             Headings .  Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

 

11.                              Severability .  Every provision of this Award Agreement and of the 2007 Plan is intended to be severable.  If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

 

12.                              Counterparts .  This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

 

13.                              2007 Plan Governs .  By signing this Award Agreement, you acknowledge that you have received a copy of the 2007 Plan and that your Award Agreement is subject to all the provisions contained in the 2007 Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the 2007 Plan.  In the event of a conflict between

 

 

 

the provisions of this Award Agreement and those of the 2007 Plan, the provisions of the 2007 Plan shall control.

 

14.                              Investment Purposes .  By executing this Award, you acknowledge that you are receiving and will be holding your Restricted Shares for investment purposes only for your own account, and not with a view to your resale in connection with, or with your intent to participate directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended

 

15.                              Not a Contract of Employment .  By executing this Award Agreement, you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the 2007 Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.

 

16.                              Employment Agreement Provision   [INCLUDE IF EMPLOYEE HAS AN EMPLOYMENT AGREEMENT THAT ADDRESSES AWARD VESTING]   By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under Section _____ of your employment agreement with the Company and ________________________, dated as of ______________ _____, 20__. If there is a conflict between this Award Agreement and your employment agreement, the terms of your employment agreement will control.

 

17.                              Securities Law Restrictions .  Regardless of whether the offering and sale of Options or Shares under the 2007 Plan have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law or to enforce the intent of this Award.

 

18.                              Governing Law .  The laws of the State of Delaware shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	$		in cash or check
	$		in the form of ____ shares of Common Stock,
			valued at $___________ per share
	$		Total

 

 

 

		Very truly yours,
Date
		Optionee

 

 

 

 

 

 

 

	Name of Beneficiary:
	Address:
	Social Security No.:

 

 

 

¨

the _________________ Award that I received pursuant to an award agreement dated _________ __, ____ between myself and the Company.

 

 

 

	Date:
	By:
		Name of Participant

 

 

 

 

 

 

 

 

 

 

1.                                Specific Terms .  Your RSUs have the following terms:

 

Name of Participant
Number  of RSUs Subject to Award
Purchase Price per Share (if applicable)	Not applicable.
Grant Date
Vesting	Your Award will vest at the rate of ____% on each of the next ____annual anniversaries of the Grant Date, provided that your Continuous Service has not ended before the vesting date (subject to any employment agreement between you and the Manager); and provided further that you will become 100% vested in this Award if your Continuous Service ends due to your Retirement, your death, or your Disability.
Deferral Elections	□ Allowed in accordance with Section 8(g) and 9 of the 2007 Plan. □ Not allowed.

2.                                Termination of Continuous Service .  Subject to the terms of any Employment Agreement between you and the Company and/or its subsidiaries then in effect, this Award shall be canceled

 

 

 

and become automatically null and void immediately after termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant to the foregoing terms, on or at the time your Continuous Service ends.

 

3.                                Satisfaction of Vesting Restrictions; Tax Withholding .  No Shares will be issued before you complete the requirements that are necessary for you to vest in the Shares underlying your RSUs.  As soon as practicable after the later of (i) the date on which your RSUs vest in whole or in part or (ii) the date or dates set forth in your deferral and distribution election forms (if allowed under Section 1 and made by you), the Company will issue to you or your duly-authorized transferee, free from vesting restrictions (but subject to such legends as the Company determines to be appropriate), one Share for each vested RSU with such number of Shares issued to you being reduced by a number of Shares having a fair market value equal to the minimum statutory tax withholding required in connection with the vesting of your RSUs, and with cash being withheld from your pay for any additional withholding and employment taxes that applicable tax laws may require.  Certificates shall not be delivered to you unless all applicable employment and tax-withholding obligations have been satisfied.  Fractional shares will not be issued, and cash will be paid in lieu thereof.

 

4.                                 Dividends .  With respect to each Common Share underlying an RSU granted through this Award, you will be entitled to receive cash dividends which were declared and paid to the holders of Common Shares between the Grant Date and the date such