FIRST POTOMAC REALTY
TRUST
FORM OF RESTRICTED STOCK
AGREEMENT
This
RESTRICTED STOCK AGREEMENT, is entered into as of May 21, 2009
(the “Agreement”), by and between, First Potomac Realty
Trust, a Maryland real estate investment trust (the
“Company”), and __________ (the
“Recipient”). Capitalized terms used but not otherwise
defined in this Agreement shall have the respective meanings set
forth in the First Potomac Realty Trust 2009 Equity Compensation
Plan, as amended (the “Plan”).
WHEREAS,
on May 21, 2009 (the “Date of Grant”), the
Compensation Committee (the “Committee”) of the Board
of Trustees (the “Board”) of the Company approved the
grant of a Restricted Stock Award pursuant to which the Recipient
shall receive shares of the Company’s Class A Common
Stock, par value $.001 per share (“Common Stock”),
pursuant to and subject to the terms and conditions of the
Plan.
NOW,
THEREFORE, in consideration of the Recipient’s services to
the Company and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Number of Shares; Restrictions. The Company hereby grants
the Recipient a Restricted Stock Award (the “Stock
Award”) of ________ shares of Common Stock (the
“Restricted Shares”) pursuant to the terms of this
Agreement and the provisions of the Plan. The Restricted Shares may
not be sold, assigned, transferred, pledge, hypothecated or
otherwise disposed of and shall be subject to a risk of forfeiture
until the lapse of the Restricted Period, as defined in
Section 2 below.
2.
Lapse of Restrictions; Restricted Period . Except as
otherwise provided in the Recipient’s Employment Agreement
with the Company, the restrictions set forth in Section 1
above shall lapse and a portion of the Restricted Shares shall
become unrestricted and freely tradable only as follows:
(i) 25% of the Restricted Shares on the day (the “First
Measurement Date”) on which the Total Return to the
Company’s shareholders for the period beginning May 21,
2009 through the First Measurement Date shall equal at least 40%
for ten (10) consecutive Business Days; provided, however, the
First Measurement Date shall not occur later than May 21,
2015;
(ii) 25%
of the Restricted Shares on the day (the “Second Measurement
Date”) on which the Total Return to the Company’s
shareholders for the period beginning May 21, 2009 through the
Second Measurement Date shall equal at least 50% for ten
(10) consecutive Business Days; provided, however, the Second
Measurement Date shall not occur later than May 21,
2016;
(iii) 25%
of the Restricted Shares on the day (the “Third Measurement
Date”) on which the Total Return to the Company’s
shareholders for the period beginning May 21, 2009 through the
Third Measurement Date shall equal at least 65% for ten
(10) consecutive Business Days; provided, however, the Third
Measurement Date shall not occur later than May 21, 2018;
and
(iv) 25%
of the Restricted Shares on the day (the “Fourth Measurement
Date”) on which the Total Return to the Company’s
shareholders for the period beginning May 21, 2009 through the
Fourth Measurement Date shall equal at least 80% for ten
(10) consecutive Business Days; provided, however, the Fourth
Measurement Date shall not occur later than May 21,
2019.
In
the event the First Measurement Date does not occur on or before
May 21, 2015, Recipient shall forfeit 25% of the Restricted
Shares on that date. In the event the Second Measurement Date does
not occur on or before May 21, 2016, Recipient shall forfeit
25% of the Restricted Shares on that date. In the event the Third
Measurement Date does not occur on or before May 21, 2018,
Recipient shall forfeit 25% of the Restricted Shares on that date.
In the event the Fourth Measurement Date does not occur on or
before May 21, 2019, Recipient shall forfeit 25% of the
Restricted Shares on that date.
For
purposes of this Agreement, Sections 2(i), 2(ii), 2(iii) and
2(iv) shall be referred to collectively as the “Restricted
Period” and “Total Return” shall mean, for the
applicable period, the cumulative total return for the Restricted
Shares over such period, as measured by (i) the sum of
(a) the cumulative amount of dividends paid in respect of the
Restricted Shares for such period (assuming that all cash dividends
are reinvested in Common Stock as of the payment date for such
di
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