EXHIBIT 10.136
RESTRICTED STOCK AWARD AGREEMENT
Issued Pursuant to the
Glimcher Realty Trust
Amended and Restated 2004 Incentive Compensation Plan
THIS
RESTRICTED STOCK AWARD AGREEMENT ("Agreement"), effective
____________________ (the "Effective Date"), represents the grant
of restricted
stock ("Stock") by Glimcher Realty Trust (the "Company"), to
___________ (the
"Participant") pursuant to the terms, provisions and definitions of
the Glimcher
Realty Trust Amended and Restated 2004 Incentive Compensation Plan
adopted by
its Board of Trustees (the "Board") on or about March 15, 2004 (the
"Plan") and
approved by the Company's shareholders on May 7, 2004 and later
amendment on May
11, 2007. Stock granted hereby is intended to be restricted and
shall be subject
to the restrictions set forth in this Agreement and the Plan.
The
Plan provides a complete description of the terms and
conditions
governing the Stock. If there is any inconsistency between the
provisions of
this Agreement and the provisions of the Plan, the Plan's
provisions shall
completely supersede and replace the inconsistent or conflicting
provisions of
this Agreement. All capitalized terms shall have the meanings
ascribed to them
in the Plan, unless specifically set forth otherwise herein. The
parties hereto
agree as follows:
1.
General Stock Grant Information. The individual named above has
been
selected to be a Participant in the Plan and receive shares of
Stock, as
specified below (the "Shares"):
a.
Date of Grant: ________________________________
b.
Number of Shares Granted: ____________________
c.
Type of Shares Granted: Restricted Common Stock
d.
Price Per Share on the Date of Grant: $________
e.
Latest Vesting Date: ______________
2.
Grant of Stock. The Company hereby grants to the Participant the
Shares
set forth above, at the stated per share price, which is one
hundred percent
(100%) of the Fair Market Value (defined herein) of a Share on the
Date of Grant
(defined above), in the manner and subject to the terms and
conditions of the
Plan and this Agreement. The Executive Compensation Committee has
determined
that the "Fair Market Value" of a Share on the Date of Grant is
equal to the
closing market price of the Shares on the New York Stock Exchange
on the Date of
Grant.
3.
Restrictions.
a.
Transfer Restrictions. Except as otherwise provided in Section
3(c), the
Shares may not be sold, transferred, pledged, assigned, or
otherwise alienated
or hypothecated, other than by will or by the laws of descent and
distribution,
at any time prior to the periods and in accordance with the lapsing
schedule set
forth below in Section 3(b) below. No sale, transfer, pledge,
assignment,
alienation or hypothecation of the Shares in violation of this
Section 3(a),
whether voluntary or involuntary, by operation of law or otherwise,
shall be
valid as to any person, assignee or transferee with respect to any
interest in
the Shares whatsoever. Unless otherwise stated herein, the
Participant shall
1
<PAGE>
continue to be treated as the owner of the Shares for purposes of
this Agreement
and shall continue to be bound by all of the terms and provisions
hereof. The
restrictions set out in this Section 3(a) are referred to in this
Agreement as
the "Transfer Restrictions."
b.
Lapse of the Transfer Restrictions. The Shares shall be subject to
the
Transfer Restrictions through the Vesting Date specified below and
shall lapse
as follows:
Percentage of Shares for which
Vesting Date
Transfer Restrictions Shall have Lapsed
Third Annual Anniversary of Date of Grant
33%
Fourth Annual Anniversary of Date of Grant
66%
Fifth Annual Anniversary of Date of Grant
100%
Shares with respect to which the Transfer Restrictions shall have
lapsed
under this Section 3(b) (the "Vested Shares") will, effective on
and after the
Vesting Date, thereafter be free of the Transfer Restrictions, but
such Vested
Shares will continue to be subject to all of the remaining terms
and conditions
of this Agreement as applicable. Any Shares for which the Transfer
Restrictions
have not yet lapsed in accordance with this Section 3(b) shall, for
purposes of
this Agreement, not be considered Vested Shares (the "Non-Vested
Shares").
c.
Discontinuation of Board Service by the Participant.
i.
Non-Cause Termination or Discontinuation of a Participant's
Board
Service. If the Participant's service on the Board is discontinued
or terminated
for any reason, other than For Cause (as defined below), then such
Participant,
or any guardian or legal representative of the Participant if the
Participant
becomes disabled, shall be permitted to keep any Non-Vested Shares;
however,
such shares shall be subject to the Transfer Restrictions and
vesting schedule
stated in Section 3(b). In the event the Participant dies while
serving on the
Board, the Non-Vested Shares may be transferred to such other
persons by will or
the laws of descent and distribution, provided that the Non-Vested
Shares so
transferred shall be subject to the Transfer Restrictions and
vesting schedule
stated in Section 3(b).
ii.
For Cause Termination or Discontinuation of a Participant's
Board
Service. If a Participant's service on the Board is discontinued or
terminated
For Cause, then any Non-Vested Shares shall be immediately
forfeited, returned
to and canceled by the Company, and shall be deemed to have been
forfeited by
the Participant; provided that the Executive Compensation Committee
(exclusive
of the Participant, if necessary) of the Board may, in its sole and
absolute
discretion, allow the Participant to retain the Non-Vested Shares
(either in
whole or in part) upon such terms and conditions as may be
specified in writing
by the Executive Compensation Committee. For purposes of the
Section 3(c)(ii),
"For Cause" shall mean a Participant's: (A) commission of an act of
dishonesty
directly involving the Company, including, but not limited to,
misappropriation
of funds or property of the Company or any Affiliate or Subsidiary;
(B)
continued engagement in activities or conduct injurious to the
reputation of the
Company (as determined by a committee of independent members of the
Board of
Trustees exclusive of the Participant) after written notice from
the Chairman of
the Board (or the Lead Independent Trustee if the Participant is
the Chairman of
the Board) to the Participant giving five (5) Business Days to
cease such
activity; (C) continued refusal to perform the Participant's
assigned duties and
responsibilities as a member of the Board of Trustees or any of its
committees
after written notice from the Chairman of the Board (or the Lead
Independent
Trustee if the Participant is the Chairman of the Board) to the
Participant
2
<PAGE>
giving five (5) Business Days to resume performance of such duties;
(D) a
material violation or breach (as determined by a committee of
independent
members of the Board of Trustees exclusive of the Participant) of
any agreement,
policy, guideline, regulation, charter provision, rule, or code of
the Company
or Board (including any committee thereof) that governs the conduct
of the
Participant; or (E) pleading guilty or no contest to or conviction
of any felony
under federal or state law. For purposes of this section a
"Business Day," shall
be any day other than a Saturday, Sunday, or holiday as designated
and
recognized under federal law.
4.
Administration. This Agreement and the rights of the
Participant
hereunder are subject to all the terms and conditions of the Plan,
as the same
may be amended from time to time, as well as to such rules and
regulations as
the Executive Compensation Committee may adopt for administration
of the Plan.
It is expressly understood that the Executive Compensation
Committee is
authorized to administer, construe, and make all determinations
necessary or
appropriate to the administration of the Plan and this Agreement,
all of which
shall be binding upon the Participant. Any inconsistency between
the Agreement
and the Plan shall be resolved in favor of the Plan.
5.
Reservation of Shares. At all times there shall be reserved for
issuance
and/or delivery upon grant such number of shares of Stock as shall
be required
for issuance or delivery upon the grant of the Shares
hereunder.
6.
Adjustments. The Shares subject to this Agreement shall also be
subject
to adjustment in accordance with Section 4.4 of the Plan.
7.
Exclusion from Pension Computations. By acceptance of the grant
pursuant
to this Agreement, the Participant hereby agrees that any income or
gain
realized upon the receipt of the Stock hereof, upon the disposition
of the
Shares received, or upon the lapse of the restrictions pursuant to
the terms of
this Agreement, is special incentive compensation and shall not be
taken into
account, to the extent provided under the applicable plan documents
and to the
extent permissible under applicable law, as "wages," "salary," or
"com
