EX-10.14



 




EXHIBIT 10.14



LEXINGTON CORPORATE PROPERTIES TRUST



EMPLOYEE NONVESTED SHARE AGREEMENT


     
This AGREEMENT is effective as
of                     by
and between Lexington Corporate Properties Trust, a Maryland
real estate investment trust (the “Company”)
and                     (the
“Participant”).




WITNESSETH THAT:


     
WHEREAS, the Company desired to provide an
inducement and incentive to the Participant to perform his
duties and fulfill his responsibilities on behalf of the Company
at the highest level of dedication and competence and therefore
granted the Participant common shares of the Company, par value
$0.0001, on the date set forth above;



     
WHEREAS, the Company and the Participant wish to
memorialize such grant vesting schedule and other terms and
conditions;



     
NOW, THEREFORE, in
consideration of the agreements hereinafter contained and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:



     
1. Grant of Shares.



     
(a) The Company and the Participant hereby
acknowledge the grant which took place on the date set forth
above to the Participant
of                     common
shares of the Company (the “Common Shares”), which
Common Shares are subject to vesting and certain other
restrictions that were agreed to among the parties hereto and
are memorialized herein.



     
(b) The Participant deposited such share
certificate(s) upon receipt thereof with the Company together
with a share power endorsed in blank or other appropriate
instrument of transfer, to be held by the Company until the
expiration of the applicable portion of the Vesting Period
(hereinafter defined). The foregoing to the contrary
notwithstanding, the Participant agrees that, in the
Company’s discretion, the Participant’s ownership of
the Common Shares may be evidenced solely by a “book
entry” (i.e., a computerized or manual entry) in the
records of the Company or its designated share transfer agent in
the Participant’s name. Upon expiration of the applicable
portion of the Vesting Period, a certificate or certificates
representing the shares of Common Shares as to which the Vesting
Period has so lapsed shall be delivered to the Participant by
the Company, subject to satisfaction of any tax obligations in
accordance with Section 5 hereof.



     
2. Vesting of Common Shares. Subject
to Section 3 hereof, the Common Shares vest ratably over a
five year period commencing on the first anniversary of the date
hereof and vest in full as of the end of the fifth fiscal year
following the date such Common Shares were issued to the
Participant, provided that the Participant remains employed.



     
3. Nontransferability and
Acceleration.



     
(a) The Participant acknowledges that prior
to the expiration of the applicable Vesting Period, the Common
Shares may not be sold, transferred, pledged, assigned,
encumbered or otherwise disposed of (whether voluntary or
involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy)). Upon the expiration of
Vesting Period, the restrictions with respect to the Common
Shares theretofore subject to such expired Vesting Period shall
lapse.



     
(b) If the Participant ceases to be employed
by the Company prior to the complete expiration of the Vesting
Period under circumstances other than those set forth in
Section 3(b) hereof, the Participant agrees that all of the
Common Shares, that are nonvested in accordance with
Section 2 hereof as of the date of such termination, shall
be immediately and unconditionally forfeited and will revert to
the Company without any action required by the Participant or
the Company.











 



     
4. Rights as Shareholder. The
Participant shall have all rights of a shareholder with respect
to the Common Shares for record dates occurring on or after the
date of grant and prior to the date any such Common Shares are
forfeited in accordance with this Agreement, including without
limitation payment to the Participant of any cash dividends or
distributions declared during such period with respect to the
Common Shares.



     
5. Withholding Tax Obligations. The
Participant acknowledges the existence of federal, state and
local income tax and employment tax withholding obligations with
respect to the Common Shares and agrees that such obligations
must be met. The Participant shall be required to pay and the
Company shall have the right to withhold or otherwise require a
Participant to remit to the Company any amount sufficient to pay
any such taxes no later than the date as of which the value of
any Common Shares first become includible in the
Participant’s gross income for income or employment tax
purposes, provided however that the Board of Trustees may permit
the Participant to elect withholding Common Shares otherwise
deliverable to the Participant in full or partial satisfaction
of such tax obligations, provided further however that the
amount of Common Shares so withheld shall not exceed the minimum
statutory withholding tax obligation. If tax withholding is
required by applicable law, in no event shall Common Shares be
delivered to the Participant until he has paid to the Company in
cash the amount of such tax required to be withheld by the
Company or otherwise entered into an agreement satisfactory to
the Company providing for payment of withholding tax.



     
6. Limitation of Rights. Nothing
contained herein shall be construed as conferring upon the
Participant the right to continue in the employ of the Company
as a Participant or in any other capacity or to interfere with
the Company’s right to discharge him at any time for any
reason whatsoever.



     
7. Receipt of Plan. The Participant
acknowledges receipt of a copy of the Plan and agrees to be
bound by all terms and provisions thereof. If and to the extent
that any provision herein is inconsistent with the Plan, the
Plan shall govern.



     
8. Assignment. This Agreement shall
be binding upon and inure to the benefits of the Company, its
successors and assigns and the Participant and his heirs,
executors, administrators and legal representatives.



     
9. Governing Law. This Agreement and
the obligation of the Company to transfer Common Shares shall be
subject to all applicable federal and state laws, rules and
regulations and any registration, qualification, approvals or
other requirements imposed by any government or regulatory
agency. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.



     
10. Amendment. Except as otherwise
permitted by the Plan, this Agreement may not be modified or
amended, nor may any provision hereof be waived, in any way
except in writing signed by the party against whom enforcement
thereof is sought.



     
11. Execution. This Agreement may be
executed in counterparts each of which shall constitute one and
the same instrument.




[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly
authorized officers and the Participant has executed this
Agreement effective as of the date first above written.




		
	 	
    LEXINGTON CORPORATE PROPERTIES TRUST
    





			
	 	By: 	




		
	 	
    

	 	
    Name: 
	 	
    Title:
    
	 
	 	
    PARTICIPANT
    
	 	
    





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