exv10w2



 






Exhibit 10.2




Commercial Net Lease Realty, Inc.

Restricted Stock Award Agreement




     This Restricted Stock Award Agreement (this “Agreement”) is entered into between
Commercial Net Lease Realty, Inc., a Maryland corporation (the “Company”) and ___
(“Participant”) pursuant to the Stock Award granted to Participant as of the date hereunder (the
“Date of Grant”), under the Commercial Net Lease Realty, Inc. 2000 Performance Incentive Plan (the
“Plan”). In consideration of the mutual promises and covenants made herein and the terms and
conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree
as follows:



     1. Definitions. Except as is expressly provided herein, all terms defined within the
Plan shall have the same meaning herein. Additionally, the following definitions shall apply to
this Agreement:



     (a) Cause shall mean with respect to any individual: (i) the conviction of the
individual of, or the entry of a plea of guilty or nolo contendere by the individual to, (A) any
felony, or (B) any crime involving dishonesty or moral turpitude; (ii) fraud, misappropriation,
embezzlement by the individual related to Participant’s duties to the Company; (iii) the
individual’s unsatisfactory performance of his assigned duties for the Company, which continues
after (A) the individual has received written notice of his unsatisfactory performance, and (B) the
individual has had a reasonable opportunity to cure such unsatisfactory performance; or (iv) the
breach by the individual of any material term of an agreement pursuant to which he provides
services to the Company.



     (b) Restricted Stock shall mean the Stock Award that is the subject of this Agreement.



     (c) Unvested Restricted Stock shall mean shares of Restricted Stock that are subject
to forfeiture under the terms of this Agreement.



     (d) Vesting Date shall mean the date on which all or a portion of the Restricted Stock
is no longer subject to forfeiture under the terms of this Agreement.



     (e) Vested Restricted Stock shall mean shares of Restricted Stock that are not subject
to forfeiture under the terms of this Agreement.



     2. Award. As of the Date of Grant, the Company hereby awards and grants to Participant
a Stock Award of ___thousand (___,000) shares of Common Stock of the Company
(collectively, the “Restricted Stock”).



     3. Vesting.



          (a) As of each of the following Vesting Dates, Restricted Stock shall become Vested Restricted
Stock at the specified rate, provided that the Participant is continuously employed by the Company
as of the Vesting Date: [vesting varies per grant]



          (b) [In the event of a Change of Control, Participant shall vest in the Restricted Stock as of
the day before the Change of Control and no portion of the Restricted Stock shall be Unvested
Restricted Stock.]



          (c) In the event that Participant is terminated as a result of death or Disability or is
terminated without Cause, [or if Participant terminates his employment agreement for “Good Reason”
(as defined in Participant’s Employment Agreement),] Participant shall vest in the Restricted Stock
as of the day before the Termination of Employment and no portion of the Restricted Stock shall be
Unvested Restricted Stock.



          (d) In the event Participant incurs a Termination of Employment other than as provided in
subsection 3 (c) above, all Unvested Restricted Stock shall immediately and without notice be
forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock.



          (e) Except as is provided in Article 12 of the Plan, any adjustment to an award of Restricted
Stock pursuant to Article 12 shall not change the ratio of Unvested Restricted Stock to Vested
Restricted Stock.



 









 





     4. Shareholder Rights and Restrictions on
Transfer. The Participant shall have all rights of a stockholder with respect to each share
of Unvested Restricted Stock, including the right to receive dividends and vote the share;
provided, however, that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or
otherwise dispose of shares of Unvested Restricted Stock, (ii) the Company shall retain custody of
the certificates evidencing shares of Unvested Restricted Stock, and (iii) the Participant will
deliver to the Company a stock power, endorsed in blank, with respect to shares of Unvested
Restricted Stock. The limitations set forth in the preceding sentence shall not apply to shares of
Unvested Restricted Stock once such shares become Vested Restricted Stock. If any transfer or other
disposition of shares of Unvested Restricted Stock is made or attempted, such transfer shall be
null and void and of no force and effect, and in addition to any other legal or equitable remedies
which it may have, the Company may enforce its rights by action for specific performance (to the
extent permitted by law) and the Company shall refuse to recognize any transferee as one of its
shareholders for any purpose, including without limitation for purposes of dividend and voting
rights. This Agreement shall be binding upon the Participant and his heirs, representatives,
successors and assigns.



     5. Representations of the Participant and
Share Registration. The Company may require that the Participant execute and
deliver to the Company a written statement, in form satisfactory to the Company, in which the
Participant represents and warrants that the shares of Restricted Stock are being acquired for such
person’s own account, for investment only and not with a view to the resale or distribution
thereof. The Participant shall, at the request of the Company, be required to represent and warrant
in writing that any subsequent resale or distribution of shares of Restricted Stock by the
Participant shall be made only pursuant to either (i) a registration statement on an appropriate
form under the Securities Act, which registration statement has become effective and is current
with regard to the shares of Restricted Stock being sold, or (ii) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption the Participant
shall, prior to any offer of sale or sale of such shares of Restricted Stock, obtain a prior
favorable written opinion of counsel, in form and substance satisfactory to counsel for the
Company, as to the application of such exemption thereto. The Company may delay issuance or
delivery of shares of Restricted Stock if it determines that listing, registration or qualification
of the shares or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the sale or purchase of the shares, until such
listing, registration, qualification, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Company.



     6. Stock Legends. In addition to such other legends that the Company
determines are necessary and appropriate pursuant to Section 8.4 of the Plan, each certificate of
Common Stock issued pursuant to this Agreement shall bear on its face the following legend:



     The shares represented by this certificate are subject to restrictions on transfer, a copy of
the terms of which will be furnished by the Company to the holder of this certificate upon written
request and without charge.



     7. Tax Gross-Up Payments. [varies per grant]



     8. Right to Continued Services. Nothing herein shall confer
upon Participant any right to continued employment by the Company or any subsidiaries or affiliates
or to continued service as a Director or limit in any way the right of the Company or any
subsidiary or affiliate at any time to terminate or alter the terms of that employment or services
as a Director.



     9. Acceptance of Agreement. The shares of the Restricted Stock are
granted subject to all of the applicable terms and provisions of the Plan and this Agreement. The
terms and provisions of the Plan are incorporated by reference herein. Participant accepts and
agrees to be bound by all the terms and conditions hereof.



     Executed as of the ___day of ___, 2004.


	 	 	 	 	 
	 	Commercial Net Lease Realty, Inc.

 	 
	 	By:  	 	 
	 
	 
	 	Participant:

 	 
	 	By:  	 	 
	 	Print Name: