EX-10.13



 




Exhibit 10.13



LEXINGTON CORPORATE PROPERTIES TRUST



EXECUTIVE DEFERRED COMPENSATION
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 Participant, as an officer of the
Company, is eligible to participate in the Lexington Corporate
Properties Trust Amended and Restated 2002 Equity-Based
Award Plan (the “Plan”);



     
WHEREAS, the Company desires 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;



     
WHEREAS, the Compensation Committee of the Board
of Trustees of the Company has approved the grant of the award
to the Participant of the common shares of the Company, par
value $0.0001, herein, subject to the terms and conditions of
the Plan and this Agreement, in order to incentivize the
Participant’s performance and to enable the Participant to
acquire an equity interest in the Company;



     
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) Subject to the restrictions and terms
and conditions set forth in this Agreement and the Plan,
including the Vesting Period (defined in Section 2 hereof),
the Company hereby awards to the Participant  common shares
of the Company (the “Common Shares”) as
of                     .



     
(b) The Participant acknowledges that upon
receipt of the share certificate(s) registered in his name for
the Common Shares, such certificate(s) shall bear the following
legend and such other legends as may be required by law or
contract:




		
	 	
    “The shares represented by this certificate
    are subject to the restrictions, terms and conditions set forth
    in a Executive Deferred Compensation Agreement, effective as
    of                     ,
    between Lexington Corporate Properties Trust and the registered
    owner (the “Agreement”). Copies of the Agreement are
    on file in the offices of the Secretary of Lexington Corporate
    Properties Trust, One Penn Plaza, Suite 4015, New
    York, NY 10119.”
    





The Participant agrees to deposit 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. [Either
[Subject to Section 3 hereof, a percentage, if any, of the
Common Shares, as determined under this Section 2, shall
vest as of the end of each fiscal year, beginning with the
fiscal year ending
[                    ],
until the Common Shares are fully vested (the “Vesting
Period”). The percentage of the Common Shares that
vests annually hereunder shall equal two (2) times the
annual percentage increase, if any, in the Company’s cash
available for distribution (“CAD”) at the end
of any fiscal year ending after the date hereof, provided that
the annual percentage increase exceeds a threshold growth rate
of two percent (2%) (“Threshold CAD”). In the
event the annual percentage increase does not exceed the
Threshold CAD, the percentage of shares that vests as of the end
of such fiscal year shall be zero.] or











 




[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.]] Notwithstanding the
foregoing in this Section 2, vesting of the Common Shares
hereunder may accelerate in accordance with the terms and
conditions of the Participant’s Employment Agreement
dated                     ,           (“Employment
Agreement”).




     
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 the
applicable portion of the Vesting Period, as set forth in
Section 2 hereof, the restrictions set forth in this
Agreement with respect to the Common Shares theretofore subject
to such expired Vesting Period shall lapse.



     
(b) In the event of a Change of Control (as
defined in the Employment Agreement) or the Participant’s
death, in any such case prior to the expiration of the Vesting
Period, the Vesting Period shall terminate, and all of the
Common Shares not theretofore forfeited in accordance with this
Agreement shall become fully vested and nonforfeitable as of the
date of the Change of Control or the Participant’s death,
as applicable.



     
(c) 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 this Agreement 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. The
Participant hereby notifies the Company that he will not make an
election with respect to any portion of the Common Shares
pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended.



     
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 an 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.



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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 or body which the Compensation Committee of the Company
shall, in its sole discretion, determine to be necessary or
applicable. 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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