EXHIBIT 10.24
URSTADT BIDDLE PROPERTIES INC.
AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN
1. Purposes
This Amended and Restated Restricted Stock Award Plan (the "Plan") amends
and restates the Urstadt Biddle Properties Inc. Amended and Restated
Restricted Stock Award Plan dated December 9, 1999 (the "First Amended
Plan") which amended 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.
2. 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 at any time after attaining the age of
sixty-five (65) years 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.
3. Effective Date Of The Plan
The effective date of the Original Plan was March 12, 1997. The effective
date of this Amended and Restated Restricted Stock Award Plan was December
11, 2001; provided, however, that the provisions of Section 5 of the Plan
which increased the number of Shares which may be issued or transferred
under the Plan became effective on March 10, 2004.
4. 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.
5. Shares Subject To Plan
The maximum number of shares of Restricted Stock which may be issued or
transferred under the Plan is 1,650,000, of which 350,000 shares shall be
Common Stock, 350,000 shares shall be Class A Common Stock and 950,000
shares, at the discretion of the Committee, shall be any combination of
Common Stock or Class A 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.
6. 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.
7. 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.
8. 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.
9. Termination Of Employment During Restricted Period
In the event that during the term of the Restricted Period a Participant's
status as an employee or non-employee Director of the Company terminates:
|_| 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,
|_| by reason of death or Disability, the Restrictions on any and all Awards
shall lapse on the date of such termination; or,
|_| 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 other than the Company that is engaged in the ownership and/or
management or brokerage of shopping centers in The New York - Northern New
Jersey - Long Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined
by the Bureau of Labor Statistics, the Participant will forfeit any and all
Restricted Stock Awards whose Restrictions have not lapsed.
10. 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:
(a) 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
(b) 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
(c) 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
(d) the Company executes an agreement of acquisition, merger or
consolidation which contemplates that:
(i) 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
(ii) 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.
11. 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.
12. 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.
13. 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.