exhibit105






             Exhibit 10.5  PERFORMANCE AWARDS AGREEMENT  BRT APARTMENTS CORP.      Name of Participant:     Number of AFFO Units:    Number of Initial TSR Units:    Grant Date:     June 24, 2022       THIS PERFORMANCE AWARDS AGREEMENT (the “Agreement”, is made as of June  24, 2022 between BRT Apartments Corp., a Maryland corporation (the “Company”), and _____,  (“Participant”).     WHEREAS, the Compensation Committee of the Board of Directors (“Committee”) has  determined to grant, pursuant to BRT Apartments Corp. 2022 Incentive Plan (the “Plan”), to the  Participant (i) Performance Awards in the form of performance based restricted stock units  (“RSUs”) payable upon the attainment by the Company over the Performance Cycle of the  Performance Criteria established by the Committee as set forth herein and (ii) cash settled  dividend equivalent rights, which are granted in tandem with the RSUs.     WHEREAS, these awards are subject to forfeiture and vesting as set forth herein.      NOW THEREFORE, the parties hereby agree as follows:    1. Incorporation of the Plan; Definitions.  The Participant acknowledges receipt of the  Plan, the Prospectus dated June 14, 2022 and the Prospectus Supplement dated June 24,  2022.  All provisions of this Agreement and the rights of a Participant hereunder are subject in  all respects to the provisions of the Plan and the powers of the Committee provided therein and  herein.  Capitalized terms used without being defined herein shall have the meanings given to  such terms in the Plan or Exhibit A annexed hereto.      2. Administration.  The Performance Awards shall be administered by the Committee  with the powers and authority set forth in the Plan.    3. Terms of the Awards.  (a) Unless otherwise forfeited in accordance with this  Agreement, including pursuant to Section 7 hereof, the number of Shares underlying RSUs that  vest will be based on (i) compounded annual growth rate in AFFO and (ii) compounded annual  growth rate in TSR, in each case as measured over the Performance Cycle.  The number of  RSUs that vest based on satisfaction of the compound annual growth rate in TSR is subject to  adjustment based on a comparison of the Company’s compound annual growth rate in TSR to  the compound annual growth rate of the Peer Group.    (b) As soon as practicable after the Units become vested and non-forfeitable, but in  no event later than March 15 following the calendar year of vesting, the Participant shall receive  one share (the “Share” or “Shares”) of Company common stock for each vested Unit.  In the  event that a fraction of a Share would be issued, the number of Shares to be issued shall be  





 






2    rounded to the nearest whole share, and all calculations hereunder shall be rounded to the  nearest hundredth.  Any delivery of Shares under this Agreement may be made by means of a  credit of Shares in book entry form.    4. TSR Units Vesting on the Basis of Compound Annual Growth Rate in TSR.  (a)  The number of Initial TSR Units that vest based on compound annual growth rate in TSR over  the Performance Cycle will be determined in accordance with the following table:                                              Compound Annual Growth Rate in TSR               Null      Threshold      Target     Maximum               <5%   5%               8% 11% and above  Percentage of Initial TSR Units that Vest            0    25            50        100    (b) In the event that compound annual growth rate in TSR falls between two levels in  the above table, straight-line linear interpolation will be used to determine the number of Initial  TSR Units that vest.    (c) The base or initial price that shall be used in calculating compound annual  growth in TSR is the closing price as reported by the New York Stock Exchange Consolidated  Tape on June 30, 2022, subject to appropriate adjustment for stock splits, reverse splits, and  similar events.    (d) In the event that the compound annual growth rate in TSR is in the: (i) top  quartile of the corresponding growth rate of its Peer Group over the corresponding period, the  number of Additional TSR Units that vest shall equal 25% of the Initial TSR Units that vest (the  “Peer Group Addition”); and (ii) bottom quartile of the corresponding growth rate of its Peer  Group over the corresponding period, the number of Initial TSR Units that vest pursuant to  Section 4(a) shall be reduced by 25% (the “Peer Group Diminution”; and together with the Peer  Group Addition, the “Peer Group Adjustment”).    5. AFFO Units Earned on the Basis of the Compound Annual Growth Rate in AFFO.   The number of AFFO Units that vest based on compound annual growth rate in AFFO over the  Performance Cycle will be determined in accordance with the following table:                                                                Compound Annual Growth Rate in AFFO            Null  Threshold   Target    Maximum            <4%                  4%       6% 8% and above  Percentage of AFFO Units that Vest                0          25  50        100    The base AFFO which shall be used in measuring whether the applicable compound  annual growth rate is achieved shall be the AFFO for the 12 months ended June 30, 2022 and  the concluding AFFO shall be the AFFO for the 12 months ending June 30, 2025.  In the event  that such growth rate in AFFO falls between two levels in the above table, straight-line linear  interpolation shall be used to determine the number of AFFO Units that vest.    6. Vesting Determinations.    (a)  Promptly following June 30, 2025 (or within 60 days of a DDR Event and  contemporaneously with a Change in Control), the Committee shall perform or cause to be  performed, the necessary calculations to determine the number of RSUs earned by the  Participant pursuant to Sections 4 and 5, as applicable.  





 






3      (b)  The Participant shall have no rights to RSUs that vest pursuant to Sections 4 and 5,  as applicable, above until the number of such RSUs are determined by the Committee.    7. Forfeiture.  Upon a termination, prior to June 30, 2025, of the Participant’s status  as a Participant for any reason other than a DDR Event or Change in Control, all Units that have  not vested shall immediately terminate and be forfeited without consideration.  Any RSUs that  do not vest will, without payment of any consideration by the Company, automatically and  without notice terminate, be forfeited and be and become null and void as of 5:00 pm, New York  City Time on June 30, 2025, and neither the Participant nor any of his or her successors, heirs,  assigns, or personal representatives will thereafter have any further rights or interests in such  unvested Units or the underlying Shares.    8. Vesting Upon the Occurrence of a DDR Event or Change in Control.    (a)  Notwithstanding the forfeiture provisions of this Agreement, including Section 7  hereof, upon the occurrence of a:      (i) DDR Event, a pro rata portion (as defined) of Initial TSR Units and AFFO  Units, as applicable, shall vest, but only with respect to Units that would otherwise have vested  at the end of the Performance Cycle; and     (ii) Change in Control, (A) if the effective date is after December 31, 2023,  the Initial TSR Units and AFFO Units shall vest upon such effective date, and (B) occurs prior to  or on December 31, 2023, a pro rata portion of Initial TSR Units and AFFO Units shall vest upon  such Change in Control, unless the Committee in its discretion, determines to vest all such  Units, without proration.     (b) The number of Initial TSR Units that vest pursuant to Section 8(a) hereof will be  subject to the Peer Group Adjustment which will be measured, with respect to a:    (i) DDR Event, as of the end of the Performance Cycle; and    (ii) Change in Control, on the effective date thereof.    (c) For the purposes of this Section 8, the pro rata portion of Initial TSR Units and  AFFO Units that vest shall equal the product obtained by multiplying the Initial TSR Units and  AFFO Units, as applicable, by a fraction, the numerator of which is the number of days during  the period beginning July 1, 2022 and ending on the DDR Event or the effective date of the  Change in Control, as applicable, and the denominator of which is 1,096.    9. Restrictions on Transfer.  None of the RSUs granted hereunder shall be sold,  assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or  encumbered, whether voluntarily or by operation of law (each such action a “Transfer”) until  after the date that such RSUs vest. Any attempted Transfer of RSUs not in accordance with the  terms and conditions of this Agreement shall be null and void, and the Company shall not reflect  on its records any change in record ownership of any RSUs as a result of any such Transfer,  and shall not in any way give effect to any such Transfer of any RSUs.  This Agreement is  personal to the Participant, 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.     





 






4    10. Rights as a Stockholder; Dividend Equivalents.    (a)  The Participant shall not have any rights of a stockholder with respect to the Shares  underlying the RSUs unless and until the Units vest and are settled in Shares.    (b)  The Participant shall not be entitled to receive any dividend equivalent payments  with respect to the Shares underlying the RSUs unless and until such RSUs vest.  Within 60  days following the date on which the RSUs vest, the Company will pay the Participant in respect  of each RSUs that has vested, an amount in cash equal to the aggregate amount of cash  dividends that would have been paid in respect of the Shares underlying such vested RSUs had  such Shares been outstanding (as of the applicable record date with respect to the payment of  the related dividend) during the period from the beginning of the Performance Cycle through the  vesting date of such RSUs and the settlement of the underlying shares.      11. Taxes.  The Participant shall be liable for any and all taxes, including withholding  taxes, arising out of this grant, the vesting of RSUs and the issuance of Shares hereunder.    12. Claw-back.  The Participant acknowledges and agrees that the grant of this  Award, the issuance of Shares and the payment of amounts pursuant to dividend equivalent  rights, is subject to the applicable provisions of any claw-back policy implemented by the  Company, whether implemented prior to or after the grant of such awards.    13. Miscellaneous    (a) Neither this Agreement nor the granting or vesting of RSUs shall confer upon the  Participant any right to continue as an officer, director, employee of or consultant to, the  Company or an affiliate, nor shall it interfere in any way with the right of the Company or an  affiliate to terminate Participant’s relationship with the Company at any time and for any reason  whatsoever.    (b) The parties agree to execute such further documents and instruments and to  take such action as may reasonably be necessary to carry out the intent of this Agreement.    (c) This Award shall be governed by the laws of the State of Maryland (without  regard to its choice of law principles) and applicable Federal law.    (d) Except as otherwise provided herein, in any event of any conflict between the  provisions of the Plan and the provisions of this Award, the provisions of the Plan shall govern.      (e) Subject to the terms of the Plan, the Committee has the right to amend this  Agreement, prospectively or retroactively; provided that no such amendment or alteration shall  adversely affect Participant's material rights under this Agreement without Participant's consent  and pursuant to a writing executed by the parties hereto which specifically states that it is  amending this Agreement.     (f) This Agreement and the Plan constitute the entire contract between the parties  hereto with regard to the subject matter hereof and supersede any other agreements,  representations or understandings (whether oral or written and whether express or implied) that  relate to the subject matter hereof.      





 






5     This Agreement has been executed and delivered by the parties as of the date hereof.      BRT APARTMENTS CORP.      By: _________________________        David W. Kalish        Senior Vice President-Finance      ____________________________    Signature of Participant    ____________________________  Name of Participant                                  (22/FINAL BRT performance awards agreement master)    





 






             Exhibit 10.5          EXHIBIT A  Definitions  Capitalized terms used without being defined herein shall have the means ascribed to  such terms by the Plan.    “Additional TSR Units” means the units so denominated at the beginning of this  Agreement.    “AFFO” means adjusted funds from operations as presented in the Company’s filings  with the Securities and Exchange Commission.    “AFFO Units” means the units so denominated at the beginning of this Agreement.  “DDR Event” means the death, Disability or Retirement of the Participant.  “Initial TSR Units” means the units so denominated at the beginning of this Agreement.    “Peer Group” means the FTSE NAREIT Equity Apartment Index, excluding companies  whose primary focus is the provision of housing for college and/or graduate students.    “Performance Criteria” means the criteria described in Section 4 and/or Section 5 of this  Agreement, as applicable.    “Performance Cycle” means the period from July 1, 2022 through June 30, 2025.  “TSR” means total stockholder return as calculated by a third-party selected by the  Committee, which calculation, except as otherwise contemplated herein, shall be made as  customarily calculated for REITS.     “RSUs” means the AFFO Units and the TSR Units.