Exhibit (10)(i)
FEDERAL REALTY INVESTMENT TRUST
RESTRICTED SHARE AWARD AGREEMENT
February 9, 2000
The parties to this Restricted Share Award Agreement (this "Agreement") are
Federal Realty Investment Trust, a Maryland real estate investment trust (the
"Trust"), and __________________________, an individual employee of the Trust
(the "Key Employee").
The Board of Trustees of the Trust (the "Board of Trustees") has authorized
the award by the Trust to the Key Employee, under the Trust's Amended and
Restated 1993 Long-Term Incentive Plan (the "Amended Plan") of a Restricted
Share Award for a certain number of shares of beneficial interest of the Trust
(the "Shares"), subject to certain restrictions and covenants on the part of Key
Employee. The parties hereto desire to set forth in this Agreement their
respective rights and obligations with respect to such Shares.
Capitalized terms used in this Agreement, unless otherwise defined herein,
have the respective meanings given to such terms in the Amended Plan. The terms
of the Amended Plan are incorporated by reference as if set forth herein in
their entirety. To the extent this Restricted Share Award Agreement is in any
way inconsistent with the Amended Plan, the terms and provisions of the Amended
Plan shall prevail.
In consideration of the covenants set forth in this Agreement, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Award of Restricted Shares.
--------------------------
(a) The Trust hereby confirms the grant to the Key Employee, as of
February 9, 2000 (the "Award Date"), of _______________________ (______) Shares
(the "Restricted Shares"), subject to the restrictions and other terms and
conditions set forth herein and in the Amended Plan.
(b) On or as soon as practicable after the Award Date, the Trust shall
cause one or more stock certificates representing the Restricted Shares to be
registered in the name of the Key Employee. Such stock certificate or
certificates shall be subject to such stop-transfer orders and other
restrictions as the Board of Trustees or any committee thereof may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Shares are listed and
any applicable federal or state securities law, and the Trust may cause a legend
22
or legends to be placed on such certificate or certificates to make appropriate
reference to such restrictions.
The certificate or certificates representing the Restricted Shares shall be
held in custody by the Chief Financial Officer of the Trust until the
Restriction Period (as hereinafter defined in Paragraph 3) with respect thereto
shall have lapsed. Simultaneously with the execution and delivery of this
Agreement, the Key Employee shall deliver to the Trust one or more undated stock
powers endorsed in blank relating to the Restricted Shares. The Trust shall
deliver or cause to be delivered to the Key Employee or, in the case of the Key
Employee's death, to the Key Employee's Beneficiary, one or more stock
certificates for the appropriate number of Shares, free of all such
restrictions, as to which the restrictions shall have expired. Upon forfeiture,
in accordance with Paragraph 4, of all or any portion of the Restricted Shares,
the certificate or certificates representing the forfeited Restricted Shares
shall be canceled.
2. Restrictions Applicable to Restricted Shares.
--------------------------------------------
(a) Beginning on the Award Date, the Key Employee shall have all
rights and privileges of a stockholder with respect to the Restricted Shares,
except that the following restrictions shall apply:
(i) none of the Restricted Shares may be assigned or
transferred (other than by will or the laws of descent and distribution, or in
the Committee's discretion, pursuant to a domestic relations order within the
meaning of Rule 16a-12 of the Securities Exchange Act of 1934, as amended),
pledged or sold, during the Restriction Period (as hereinafter defined in
Paragraph 3);
(ii) all or a portion of the Restricted Shares may be forfeited
in accordance with Paragraph 4; and
(iii) any Shares distributed as a dividend or otherwise with
respect to any Restricted Shares as to which the restrictions have not yet
lapsed shall be subject to the same restrictions as such Restricted Shares and
shall be represented by book entry and held in the same manner as the Restricted
Shares with respect to which they were distributed.
(b) Any attempt to dispose of Restricted Shares in a manner contrary
to the restrictions set forth in this Agreement shall be null, void and
ineffective. As the restrictions set forth in this Paragraph 2 hereof lapse in
accordance with the terms of this Agreement as to all or a portion of the
Restricted Shares, such shares shall no longer be considered Restricted Shares
for purposes of this Agreement.
23
3. Restriction Period.
------------------
(a) The restrictions set forth in Paragraph 2 shall apply for a
period (the "Restriction Period") from the Award Date until such Restriction
Period lapses as follows:
(i) with respect to ____________________________ (______)
Restricted Shares, the Restriction Period shall lapse on February 9, 2001;
(ii) with respect to an additional __________________________
(_____) Restricted Shares, the Restriction Period shall lapse on February 9,
2002;
(iii) with respect to an additional __________________________
(_____) Restricted Shares, the Restriction Period shall lapse on February 9,
2003;
(iv) with respect to an additional __________________________
(_____) Restricted Shares, the Restriction Period shall lapse on February 9,
2004; and
(iii) with respect to the remaining _______________________
(____) Restricted Shares, the Restriction Period shall lapse on February 9,
2005;
provided, however, that the Restriction Period for any particular Restricted
Shares shall not lapse on the date set forth above unless the Key Employee has
tendered to the Trust, on or before that date, the amount of any state and
federal withholding tax obligation which will be imposed on the Trust by reason
of the lapsing of the Restriction Period for such Restricted Shares on that
date.
(b) Notwithstanding the foregoing, the Restriction Period shall lapse
as to all Restricted Shares (i) in the event of the death or Disability of the
Key Employee, or (ii) in the event that the Key Employee is discharged by the
Trust without Cause as defined in the Amended Plan, provided in any case that
the Key Employee shall have completed at least one year of employment after the
Award Date, and provided further that the Key Employee or his legal
representative shall first tender, within ninety (90) days after the death,
Disability or discharge without Cause, the amount of any state and federal
withholding tax obligation which will be imposed on the Trust by reason of the
lapsing of the Restriction Period for such Restricted Shares.
(c) Also notwithstanding the foregoing, the Restriction Period shall
lapse as to all Restricted Shares upon the occurrence of a Change in Control,
and in such event, the Trust shall deliver or cause to be delivered to the Key
Employee within ten (10) business days after the Change in Control one or more
stock certificates representing those Shares as to which the Restriction Period
shall have lapsed, provided that the Key Employee shall first tender the amount
of any state and federal withholding tax obligation which will be imposed on the
Trust by reason of the lapsing of the Restriction Period for
24
such Restricted Shares.
4. Forfeiture. Subject to Paragraph 3(c), if during the Restriction
----------
Period (i) the Key Employee is discharged by the Trust for Cause, (ii) the Key
Employee resigns from employment with the Trust, or (iii) any of the events
described in Paragraph 3(b) above occur prior to the completion by the Key
Employee of one year of employment after the Award Date, then all rights of the
Key Employee to any and all then-remaining Restricted Shares shall terminate and
be forfeited. In addition, in the event the Key Employee or his legal
representative fails to tender to the Trust any required tax withholding amount
in accordance with Paragraphs 3(a), 3(b), or 3(c) above by the date specified
therein, then the Trust shall retain a portion of the Restricted Shares
sufficient to meet its tax withholding obligation.
5. Assignment. This Agreement shall be binding upon and inure to the
----------
benefit of the heirs and representatives of the Key Employee and the assigns and
successors of the Trust, but neither this Agreement nor any rights hereunder
shall be assignable or otherwise subject to hypothecation by the Key Employee.
6. Entire Agreement; Amendment. This Agreement constitutes the entire
---------------------------
agreement of the parties with respect to the subject matter hereof and shall
supersede all prior agreements and understandings, oral or written, between the
parties with respect thereto. This Agreement may be amended at any time by
written agreement of the parties hereto.
7. Governing Law. This Agreement and its validity, interpretation,
-------------
performance and enforcement shall be governed by the laws of the State of
Maryland other than the conflict of laws provisions of such laws, and shall be
construed in accordance therewith.
8. Severability. If, for any reason, any provision of this Agreement is
------------
held invalid, such invalidity shall not affect any other provision of this
Agreement not so held invalid, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.
9. Continued Employment. This Agreement shall not confer upon the Key
--------------------
Employee any right with respect to continuance of employment by the Trust.
10. Certain References. References to the Key Employee in any provision
------------------
of this Agreement under circumstances where the provision should logically be
construed to apply to the Key Employee's executors or the administrators, or the
person or persons to
25
whom all or any portion of the Restricted Shares may be transferred by will or
the laws of descent and distribution, shall be deemed to include such person or
persons.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed
and the Key Employee has hereunto set his hand effective as of the day and year
first above written.
FEDERAL REALTY INVESTMENT TRUST
By:__________________________________
Name:
Title: Chair, Compensation Committee
WITNESS: KEY EMPLOYEE
__________________________ _____________________________________
[name]
26