2007 EQUITY INCENTIVE
PLAN
NOTICE OF GRANT
AND
RESTRICTED STOCK
AGREEMENT
You have been
granted the number of Shares of Restricted Stock of Shopoff
Properties Trust, Inc. (the “Company”) set forth below
(“ Shares ”), subject to the terms and
conditions of the Company’s 2007 Equity Incentive Plan
(“ Plan ”), and this Notice of Grant and
Restricted Stock Agreement (collectively, “ Notice and
Agreement ”). Unless otherwise defined, capitalized terms
in the Notice and Agreement shall have the same meanings set forth
in the Plan. Unless otherwise defined in the Notice and Agreement,
terms with initial capital letters shall have the meanings set
forth in the Plan.
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Number of
Shares of Restricted
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Period of
Restriction and Release of Shares from Company’s Return Right
(see Sections 2 and 3 of attached Agreement)
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During the
Period of Restriction, the Shares shall be subject to the
Company’s Return Right, which shall lapse as follows: [
insert specific provisions here ]
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By signing
below, you accept this grant of Shares and you hereby represent
that you: (i) agree to the terms and conditions of this Notice
and Agreement and the Plan; (ii) have reviewed the Plan and
the Notice and Agreement in their entirety, and have had an
opportunity to obtain the advice of legal counsel and/or your tax
advisor with respect thereto; (iii) fully understand and
accept all provisions hereof; (iv) agree to accept as binding,
conclusive, and final all of the Administrator’s decisions
regarding, and all interpretations of, the Plan and the Notice and
Agreement; and (v) agree to notify the Company upon any change
in your home address indicated above.
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AGREED AND
ACCEPTED:
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Signature:
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Print Name:
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-1-
SHOPOFF PROPERTIES TRUST,
INC.
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK
AGREEMENT
1.
Grant of Restricted Stock . The Company has granted to you
the number of Shares of Restricted Stock specified in the Notice of
Grant on the preceding page (“ Notice of Grant
”), subject to the following terms and conditions. In
consideration of such grant, you agree to be bound by such terms
and conditions, and by the terms and conditions of the
Plan.
2.
Period of Restriction . During the Period of Restriction
specified in the Notice of Grant, the Shares shall remain subject
to the Company’s Return Right (defined in Section 3).
The Period of Restriction shall expire and the Company’s
Return Right shall lapse as to the Shares granted in the amount(s)
and on the date(s) specified in the Notice of Grant (each, a
“ Release Date ”); provided, however, that no
Shares shall be released on any Release Date if the Participant has
ceased Continuous Status as an Employee, Consultant or Director on
or prior to such date. Any and all Shares subject to the
Company’s Return Right at any time shall be defined in this
Notice and Agreement as “ Unreleased Shares
.”
3.
Company’s Return Right . If Participant ceases
Continuous Status as an Employee, Consultant or Director for any
reason (including death or Disability), or in the event of
Participant’s Misconduct, the Company shall have the right to
claim the return of some or all of the Participant’s
Unreleased Shares for a period of sixty (60) days from the
effective date of Participant’s termination or Misconduct, as
the case may be (“ Return Right ”). If the
Company elects to claim the return of any or all of the Unreleased
Shares, it shall deliver a written notice of such election to the
Participant (or the Participant’s executor) within such
60-day period, whereupon the Company shall become the legal and
beneficial owner of the Unreleased Shares and all rights and
interests therein or relating thereto, and the Company shall have
the right to retain and transfer such Unreleased Shares to its own
name. If the Company does not timely exercise its Return Right as
set forth above, the Participant shall continue to own the Shares
subject to the terms of the Plan and this Notice and Agreement
until the Shares are released from the Company’s Return Right
on the Release Date(s) specified in the Notice of Grant.
4.
Restriction on Transfer . Except for the transfer of the
Shares to the Company or its assignees contemplated by this Notice
and Agreement, none of the Shares or any beneficial interest
therein shall be transferred, encumbered or otherwise disposed of
in any way until such Shares are released from the Company’s
Return Right in accordance with this Notice and Agreement. In
addition, as a condition to any transfer of the Shares after
expiration of the Company’s Return Right, the Company may, in
its discretion, require: (i) that the Shares shall have been
duly listed upon any national securities exchange on which the
Company’s Common Stock may then be listed; (ii) that
either (a) a registration statement under the Securities Act
of 1933, as amended (“ Securities Act ”) with
respect to the Shares shall be effective, or (b) in the
opinion of counsel for the Company, the proposed purchase shall be
exempt from registration under the Securities Act and the
Participant shall have entered into agreements with the Company as
reasonably required; and (iii) fulfillment of any other
requirements deemed necessary by counsel for the Company to comply
with applicable law.
5.
Retention of Shares . To ensure the availability for
delivery of the Participant’s Unreleased Shares upon their
return to the Company pursuant to the Company’s Return Right,
the Company shall retain possession of the share certificates
representing the Unreleased Shares, together with a stock
assignment duly endorsed in blank, attached hereto as
Exhibit A. The Company shall hold the Unreleased Shares
and related stock assignment until the Company’s Return Right
expires as to such Shares. In addition, the Company may require the
spouse of Participant, if any, to execute and deliver to the
Company the Consent of Spouse in th
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