Exhibit 10.28
FIRST INDUSTRIAL REALTY TRUST, INC.
2001 STOCK INCENTIVE PLAN
FORM OF RESTRICTED STOCK AWARD AGREEMENT
AGREEMENT, made and entered into as
of ___, 200___ by and between First Industrial Realty Trust, Inc.
(the “Company”) and ___(the “Grantee”).
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Company’s 2001 Stock
Incentive Plan (the “Plan”).
WHEREAS, the Committee, pursuant to
the Plan, desires to make a Restricted Stock Award to
Grantee.
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein, and for other
good and valuable consideration, the Company and the Grantee agree
as follows:
(a) Grant . Pursuant to
the provisions of the Plan, the terms of which are incorporated
herein by reference, the Company hereby grants to the Grantee an
interest (the “Award”) in ___ shares of common stock,
par value $.01 per share, of the Company (the “Award
Shares”). The Award is granted as of ___, 200___ (the
“Date of Grant”) and such grant is subject to the terms
and conditions contained herein, and the terms and conditions of
the Plan.
(b) Vesting . The Award
shall vest, and the Grantee shall be deemed to have acquired
complete ownership and control over the Award Shares, under the
following circumstances:
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(i) |
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so long as the Grantee is employed with the Company: |
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(A) |
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one-third of the Award Shares shall vest on January 1,
200_; |
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(B) |
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an additional one-third of the Award Shares shall vest on
January 1, 200_; |
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(C) |
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the remaining one-third of the Award Shares shall vest on
January 1, 20___; |
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(ii) |
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in the event of a Change in Control of the Company, as defined
under the Plan; |
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(iii) |
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in the event of the involuntary termination of the service of
the Grantee for any reason, including, but not limited to, for
Cause, as defined under the Plan; or |
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(iv) |
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the Committee so directs. |
(c) Share Delivery . Upon
vesting, shares shall be issued to the Grantee; provided ,
that the Company shall not be obligated to issue Shares in
certificated form; provided, further , that the Company
shall not be obligated to issue any Award Shares hereunder until
all applicable securities laws and other legal and stock exchange
requirements have been satisfied. The Grantee shal
