EXHIBIT 10.18
URSTADT BIDDLE PROPERTIES INC.
AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN
Purposes
This Amended and Restated Restricted Stock Award Plan (the "Plan") amends and
restates the Urstadt Biddle Properties Inc. Restricted Stock Award Plan, dated
March 12, 1997 (the "Original Plan"). The purposes of the Plan are to promote
the long-term growth of Urstadt Biddle Properties Inc. (the "Company") by
attracting, retaining and motivating executive management and non-employee
directors possessing outstanding ability and to further the identity of
Participants' interest with those of the shareholders of the Company through
stock ownership opportunities.
Definitions
The following terms shall have the following meanings:
|_| "Award" means an award of Restricted Stock granted under the provisions of
the Plan.
|_| "Board" means the Board of Directors of Urstadt Biddle Properties Inc.
|_| "Class A Common Stock" means the Class A Common Stock, par value $.01 per
share, of the Company.
|_| "Committee" means the Compensation Committee of the Board of Directors
appointed to administer the Plan.
|_| "Common Stock" means the Common Stock, par value $.01 per share, of the
Company.
|_| "Company" means Urstadt Biddle Properties Inc.
|_| "Disability" means total and permanent disability.
|_| "Participant" means an employee or non-employee Director of the Company who
is selected by the Committee to participate in the Plan.
|_| "Restricted Period" means the period of time during which an Award to
Participant(s) remains subject to the Restrictions imposed on the
Shares as determined by the Committee.
|_| "Restrictions" mean the restrictions and conditions imposed on an Award as
determined by the Committee, which must be satisfied in order for a
Participant to become vested in an Award.
|_| "Restricted Stock" means an award of Shares on which is imposed a
Restriction Period.
|_| "Restricted Stock Award Date" means the date on which the Committee awarded
Restricted Stock to a Participant.
|_| "Retirement" means, with respect to employee Participants, termination from
active employment with the Company pursuant to the terms of the retirement
plan(s) applicable to the Participant and, with respect to non-employee Director
Participants, expiration of the term of service on the Board by reason of the
Participant's failure to be elected to the Board pursuant to a regular election
or his or her decision not to stand for re-election to the Board.
|_| "Share" means a share of Common Stock or Class A Common Stock, as determined
by the Committee.
Effective Date Of The Plan
The effective date of the Original Plan was March 12, 1997, and the effective
date of the Plan is December 9, 1999; provided, however, that the provisions of
Section 5 of the Plan which increase the number of Shares which may be issued or
transferred under the Plan from the number of Shares which may be issued or
transferred under the Original Plan shall not be effective until the
shareholders of the Company approve the Plan.
Administration Of The Plan
The Plan shall be administered by the Compensation Committee of the Board,
comprised of persons who are "Non-Employee Directors" as defined in Rule 16b-3
of the Securities and Exchange Commission. If no such Committee shall be in
office, the Plan shall be administered by the Board.
The Committee shall have complete and discretionary authority to (a) select
Participants, (b) determine the Award to be granted to a selected Participant,
(c) determine the time or times when Awards will be granted, (d) determine the
time or times and the conditions subject to which Awards may become vested or
Restrictions will lapse, (e) interpret and construe the Plan and the rights of a
Participant to an Award and make determinations, subject to the provisions of
the Plan, in the best interests of the Company and its shareholders.
The Committee may delegate nondiscretionary administrative duties under the Plan
to one or more agents (e.g., attorneys, consultants, etc.) or officers as it
deems necessary and advisable at the expense of the Company. Any power which may
be exercised by the Committee may also be exercised by the Board. No member of
the Committee or the Board shall be personally liable for any action taken or
determination made in good faith with respect to the Plan or its administration.
All decisions made by the Committee as administrators of the Plan shall be
conclusive and binding upon all persons and the Company. Shares Subject To Plan
The maximum number of shares of Restricted Stock which may be issued or
transferred under the Plan is 350,000 Shares of Class A Common Stock and 350,000
Shares of Common Stock. Any shares of Restricted Stock which have been awarded,
but are later forfeited to the Company, will again be available for Awards under
the Plan.
The Stock which may be issued or transferred under the Plan may be authorized
but unissued Shares or Shares acquired by the Company and held in its Treasury
as determined by the Committee. Grant Of Restricted Stock Awards The Committee
shall from time to time, in its discretion, (i) select Participants from (a)
management personnel who have significant responsibility for the growth and
profitability of the Company and (b) non-employee Directors of the Company,
including members of the Committee, (ii) determine the number and class of
Shares to be granted by each Award and (iii) establish the applicable terms of
each such Award. An Award granted to a non-employee Director of the Company
shall be held by such non-employee Director for a period of at least six (6)
months following the date of grant.
Award Agreement
Each Restricted Stock Award shall be evidenced by a written agreement, executed
by the Participant and the Company, which shall contain the terms and conditions
established by the Committee. Terms Of Restricted Stock Awards Subject to the
provisions of the Plan, the Committee shall determine:
|_| The terms and conditions of the Award Agreement, including whether an Award
shall consist of Common Stock, Class A Common Stock, or both;
|_| The Restricted Period of the Award; and
|_| The Restrictions applicable to an Award, including, but not limited to
employment status and director tenure rules governing forfeitures and
limitations on the sale, assignment, pledge or other encumbrances during the
Restricted Period.
The Committee may, in its discretion, determine that the issuance of stock
certificates representing the Restricted Stock Awards be held in custody by the
Company until the Restrictions lapse. The Participant may, in the discretion of
the Committee, receive any dividends, taxable at that time as ordinary income,
and other distributions paid with respect to any Award(s), as declared and paid
to shareholders during the Restricted Periods. Upon the lapse of Restrictions,
the value of the Restricted Stock will be taxable as ordinary income. At the
Committee's discretion, an arrangement may be made by the Company to assist the
Participant in meeting the withholding taxes required by federal, state and
local authorities.
Terminations Of Employment During Restricted Period
In the event that during the term of the Restricted Period a Participant:
|_| Terminates employment with the Company or ceases to be a non-employee
Director of the Company for any reason other than death, Disability or
Retirement, such Participant shall forfeit any and all Restricted Stock Awards
whose Restrictions have not lapsed; or,
|_| Terminates employment or ceases to be a non-employee Director of the Company
by reason of death or Disability, the Restrictions on any and all Awards shall
lapse on the date of such termination; or,
|_| Terminates employment by reason of Retirement, all Awards continue to vest
as if Retirement had not occurred until such time as the Restrictions lapse;
provided, however, that if any such retired Participant, prior to the completion
of any or all Restricted Periods, accepts employment or provides services to any
organization that is competitive in nature with the Company, the Participant
will forfeit any and all Restricted Stock Awards whose Restrictions have not
lapsed.
Change-Of-Control
The Committee shall have the authority to accelerate the time at which the
Restrictions will lapse or to remove any such restriction upon the occurrence of
a "change-of-control" as defined by any one of the following events: any Person
who becomes the owner of 10% or more of the Company's total combined voting
power of the total amount of outstanding Shares and, thereafter, individuals who
were not Directors of the Company prior to the date such Person became such a
10% owner are elected as Directors pursuant to an arrangement or understanding
with, or upon the request of or nomination by, such Person and constitute at
least two of the Directors; or there occurs a change-of-control of the Company
of a nature that would be required to be reported in response to Item la of Form
8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or in any other filing by the Company with the
Securities and Exchange Commission (the "Commission"); or there occurs any
solicitation of proxies by or on behalf of any Person other than the Directors
of the Company and thereafter individuals who were not Directors prior to the
commencement of such solicitation are elected as Directors pursuant to an
arrangement or understanding with, or upon the request of or nomination by, such
Person and constitute at least two of the Directors; or the Company executes an
agreement of acquisition, merger or consolidation which contemplates that: after
the effective date provided for in the agreement, all or substantially all of
the business and/or assets of the Company shall be owned, leased or otherwise
controlled by another corporation or other entity; and individuals who are
Directors of the Company when such agreement is executed shall not constitute a
majority of the Directors or board of directors of the survivor or successor
entity immediately after the effective date provided for in such agreement;
provided, however, for purposes of this paragraph (d), that if such agreement
requires as a condition precedent approval by the Company's shareholders of the
agreement or transaction, a Change-of-Control shall not be deemed to have taken
place unless and until such approval is secured.
Compliance With Securities And Exchange Commission Requirements
No certificate for Shares distributed under the terms of the Plan shall be
executed and delivered to the Participant until the Company shall have taken any
action then required to comply with the provisions of the Securities Act of
1933, as amended, the Exchange Act or any other applicable laws and
requirements.
Amendment And Termination
The Committee and/or Board may, at any time or from time to time, modify or
amend the Plan in any respect, except that without shareholder approval (subject
to Section 13 hereof), the Committee and/or Board may not increase the maximum
number of shares of Restricted Stock which may be Awarded under this Plan. Any
modification, amendment or termination of the Plan shall not, without the
consent of a Participant, affect his/her rights under an Award previously
granted to a Participant. Adjustments.
If the Company subdivides its outstanding Shares into a greater number of Shares
(by stock dividend, stock split, reclassification or otherwise) or combines its
outstanding Shares into a smaller number of Shares (by reverse stock split,
reclassification or otherwise), or if the Committee determines that any stock
dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, merger, business combination, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Shares,
or other similar corporate event affects the Shares such that an adjustment is
required in order to preserve the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in its sole discretion
and in such manner as the Committee may deem equitable and appropriate, make
such adjustments to any or all of (i) the number and class of Shares which
thereafter may be awarded under the Plan, and (ii) the number and class of
Shares subject to outstanding Awards, provided, however, that the number of
Shares subject to any Award shall always be a whole number. The Committee may,
if deemed appropriate, provide for a cash payment to any Participant in
connection with any adjustment made pursuant to this Section 13.