EXHIBIT 10.4
FIRST INDUSTRIAL REALTY TRUST, INC.
[1997/2001] 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 [1997/2001] 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:
(i) so long as the Grantee is employed with the Company:
(A) one-third of the Award Shares shall vest on January 1,
200_;
(B) an additional one-third of the Award Shares shall vest
on January 1, 200_;
(C) the remaining one-third of the Award Shares shall vest
on January 1, 200_;
(ii) in the event of a Change in Control of the Company, as defined
under the Plan;
(iii) on the January 1 of the year following the year in which the
Grantee voluntarily terminates service with the Company, as
long as the total funds from operations (FFO) or FFO per share
of the Company for such year of termination equals or exceeds
__% of the FFO or FFO per share for the calendar year
immediately preceding the Date of Grant calendar year;
(iv) 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
(v) the Committee so directs.
(c) Share Delivery. Upon vesting, a share certificate shall be delivered
to the Grantee; provided, however, 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 shall
execute a stock power granting the Company the right to transfer Award Shares in
the event the Grantee does not vest in the Award.
(d) Rights of Stockholder. The Grantee shall, by virtue of the Award, be
entitled to receive dividends and vote the Award Shares. The grant of the Award
shall not confer on the Grantee any right with respect to continuance of service
with the Company nor shall such grant interfere in any way with the right of the
Company to terminate the Grantee's service at any time.
(e) Recapitalizations, Dividends and Adjustments. In the event of any
recapitalization, reclassification, split-up or consolidation of shares of
Stock, separation (including a spin-off), dividend on shares Stock payable in
capital stock or other similar change in capitalization of the Company, merger
or consolidation of the Company, sale by the Company of all or a portion of its
assets or other similar event, the Committee shall make such appropriate
adjustments in the number and kind of securities, cash or other property which
may be issued pursuant to the Award as is necessary to maintain the
proportionate interest of the Grantee and preserve the value of the Award.
(f) Nontransferability. The Award shall not be transferable by the
Grantee except by will or the laws of descent and distribution.
(g) Withholding. The Grantee agrees to make appropriate arrangements,
consistent with the provisions of Section 10 of the Plan, with the Company for
satisfaction of any applicable tax withholding requirements, or similar
requirements, arising out of this Agreement.
(h) References. References herein to rights and obligations of the
Grantee shall apply, where appropriate, to the Grantee's legal representative or
estate without regard to whether specific reference to such legal representative
or estate is contained in a particular provision of this Agreement.
(i) Notice. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company: First Industrial Realty Trust, Inc.
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Chief Financial Officer
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If to the Grantee: <> <>
<>
<>, <> <>
(j) Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to the
principles of conflict of laws, except to the extent such law is preempted by
federal law.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
________, 200_.
FIRST INDUSTRIAL REALTY TRUST, INC.
By: _________________________________
I hereby acknowledge that I have received a copy of the Plan and am
familiar with the terms and conditions set forth therein. I agree to accept as
binding, conclusive, and final all decisions and interpretations of the
Committee. As a condition to the receipt of the Award, I hereby authorize the
Company to withhold from any regular cash compensation payable to me by the
Company any taxes required to be withheld under any federal, state or local law
as a result of this Award.
GRANTEE
_____________________________________
<><>
Date: _______________________________
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