FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE TERRENO REALTY CORPORATION 2010 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.5

FORM OF

RESTRICTED STOCK AWARD AGREEMENT
UNDER THE TERRENO REALTY CORPORATION
2010 EQUITY INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS

Name of Grantee:

No. of Shares:

Grant Date:

     Pursuant to the Terreno Realty Corporation 2010 Equity Incentive Plan (the “Plan”) as amended through the date hereof, Terreno Realty Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

     1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award by (i) signing and delivering to the Company a copy of this Award Agreement, and (ii) delivering to the Company a stock power endorsed in blank. Upon acceptance of this Award by the Grantee, the shares of Restricted Stock so accepted shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below.

     2. Restrictions and Conditions.

          (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.

          (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.

          (c) Except as otherwise provided in Section 3, below, if the Grantee’s service as a Non-employee Director of the Company is voluntarily or involuntarily terminated for any reason (other than death or disability) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

     3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an Non-employee Director of the Company on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

Number of
Shares Vested		Vesting Date
		, 201[_]

     Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. In the event that the Grantee’s service as a Non-employee Director terminates (a) due to the Grantee’s death or disability (as determined by the Administrator), or (b) as a result of a Corporate Transaction, then the shares of Restricted Stock shall immediately become fully vested and no longer subject to a risk of forfeiture. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.

     4. Dividends. Dividends on Shares of Restricted Stock shall be paid currently to the Grantee.

     5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

     6. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

     7. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the acceptance of this Award as provided in Paragraph 1 hereof, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the

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Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

     8. No Obligation to Continue as a Non-employee Director. Neither the Plan nor this Agreement confers upon the Grantee any rights with respect to continuing to serve as a Non-employee Director of the Company.

     9. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

TERRENO REALTY CORPORATION
 

By:  

Title: 

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.

Dated:

Xxxxxxx’s Signature

Xxxxxxx’s name and address:

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