ALEXANDER’S, INC. OMNIBUS
STOCK PLAN
RESTRICTED STOCK AGREEMENT
RESTRICTED
STOCK AGREEMENT made as of date set forth on Schedule A
hereto between ALEXANDER’S, INC., a Delaware corporation (the
“ Company ”), and the employee of the Company or
one of its affiliates listed on Schedule A (the “
Employee ”).
A.
In accordance with the Alexander’s, Inc. Omnibus Stock Plan
(the “ Plan ”), the Company desires in
connection with the employment of the Employee, to provide the
Employee with an opportunity to acquire shares of the
Company’s common shares of beneficial interest, par value
$1.00 per share (the “ Common Shares ”), and
thereby provide additional incentive for the Employee to promote
the progress and success of the business of the Company and its
subsidiaries.
B.
Schedule A hereto sets forth certain significant
details of the share grant herein and is incorporated herein by
reference. Capitalized terms used herein and not otherwise defined
have the meanings provided on Schedule A .
NOW,
THEREFORE, the Company and the Employee hereby agree as
follows:
1.
Grant of Restricted Stock . On the terms and conditions set
forth below, as well as the terms and conditions of the Plan, the
Company hereby grants to the Employee such number of Common Shares
as is set forth on Schedule A (the “
Restricted Stock ”).
2.
Vesting Period . The vesting period of the Restricted Stock
(the “ Vesting Period ”) begins on the Grant
Date and continues until such date as is set forth on
Schedule A as the date on which the Restricted Stock is fully
vested. On the first Annual Vesting Date following the date of this
Agreement and each Annual Vesting Date thereafter the number of
shares of Restricted Stock equal to the Annual Vesting Amount shall
become vested, subject to earlier forfeiture as provided in this
Agreement. To the extent that Schedule A provides for
amounts or schedules of vesting that conflict with the provisions
of this paragraph, the provisions of Schedule A will
govern. Except as permitted under Section 10, the shares of
Restricted Stock for which the applicable Vesting Period has not
expired may not be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered (whether voluntary or
involuntary or by judgment, levy, attachment, garnishment or other
legal or equitable proceeding).
The
Employee shall not have the right to receive cash dividends paid on
shares of Restricted Stock for which the applicable Vesting Period
has not expired. In lieu thereof, the Employee shall have the right
to receive from the Company an amount, in cash, equal to the cash
dividends payable on shares of Restricted Stock for which the
applicable Vesting Period has not expired, provided the
Employee is employed by the
Company on the payroll date coinciding with or immediately
following the date any such cash dividends are paid on the
Restricted Shares.
The
Employee shall have the right to vote the Restricted Stock,
regardless of whether the applicable Vesting Period has
expired.
3.
Forfeiture of Restricted Stock . If the employment of the
Employee by the Company terminates for any reason except death, the
shares of Restricted Stock for which the applicable Vesting Period
has not expired as of the date of such termination, shall be
forfeited and returned to the Company. Upon the Employee’s
death, all of the shares of Restricted Stock (whether or not
vested) shall become fully vested and shall not be forfeitable.
Upon the occurrence of a Change in Control of the Company, any
shares of Restricted Stock for which the applicable Vesting Period
has not expired, shall become fully vested and shall not be
forefeitable. For purposes of this Restricted Stock Agreement, a
“ Change in Control ” of the Company means the
occurrence of one of the following events:
(i) individuals
who, on the Grant Date, constitute the Board of Directors of the
Company (the “ Incumbent Directors ”) cease for
any reason to constitute at least a majority of the Board of
Directors (the “ Board ”), provided that
any person becoming a director subsequent to the Grant Date whose
election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee for trustee,
without objection to such nomination) shall be an Incumbent
Director; provided , however , that no individual
initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened
solicitation of proxies by or on behalf of any person other than
the Board shall be an Incumbent Director;
(ii) any
“person” (as such term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934 (the
“ Exchange Act ”) and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or
becomes, after the Grant Date, a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the
Board (the “ Company Voting Securities ”);
provided , however , that an event described in this
paragraph (ii) shall not be deemed to be a Change in Control
if any of following becomes such a beneficial owner: (A) the
Company or any majority-owned subsidiary of the Company (
provided that this exclusion applies solely to the ownership
levels of the Company or the majority-owned subsidiary),
(B) any tax-qualified, broad-based employee benefit plan
sponsored or maintained by the Company or any such majority-owned
subsidiary, (C) any underwriter temporarily holding securities
pursuant to an offering of such securities, (D) any person pursuant
to a Non-Qualifying Transaction (as defined in paragraph (iii)),
(E) (a) Vornado Realty Trust together with its subsidiaries
and
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