EX-10.15



 




EXHIBIT 10.15



LEXINGTON CORPORATE PROPERTIES TRUST



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 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 Nonvested Share Agreement (Option Replacement Shares),
    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
    10119-4015.”
    





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.



     
(a) [Either [Subject to Section 3
hereof, the Common Shares shall vest as follows
0%,                     ;
0%,                     ;
33.3%,                     ;
33.3%,                     ;
33.3%,                     and
be fully vested by the end of the fifth fiscal year following
the date hereof (“Vesting Period”).











 



     
] or [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 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.] or [Subject to
Section 3 hereof, the Common Shares shall vest in full as
of the end of the fifth fiscal year following the date hereof,
provided that upon the attainment of certain Performance
Criteria (hereinafter defined) in any fiscal year of the Company
during the four-year period commencing with
[                    ]
(the “Performance Period”), one-fifth ( 1/5) of
such Common Shares shall vest as of the end of such fiscal year
(or at such time as otherwise provided in Section 2(b)(i)
hereof) (the “Vesting Period”). In no event
will more than one-fifth of such Common Shares vest with respect
to the satisfaction of Performance Criteria for any one fiscal
year.



     
(b) The Performance Criteria are satisfied
with respect to a fiscal year of the Company if the Company
achieves a total shareholder return (“TSR”),
defined in Section 2(b)(iii) hereof, for such fiscal year:
(x) of at least ten percent (10%) pursuant to
Section 2(b)(i) hereof or (y) that is within the top
fifty percent (50%) of the Company’s peer group designated
in Section 2(b)(ii) hereof.




		
	 	     
    (i) For purposes of determining whether the
    Company achieves a TSR of at least 10% in any fiscal year, such
    TSR shall first be calculated pursuant to Section 2(b)(iii)
    hereof. If such return is at least 10%, then the Performance
    Criteria for such fiscal year shall be satisfied. The portion of
    TSR in excess of 10% (“Excess TSR”) shall be
    carried back and added to any preceding fiscal years in the
    Performance Period in which the Performance Criteria has not (as
    of the time of the carry back) been satisfied (under either
    Section 2(b)(x) or (y)), beginning with the first
    immediately preceding fiscal year in which such Performance
    Criteria have not been met. If, as a result of a carry back, the
    TSR (as adjusted under this subsection) with respect to a
    preceding fiscal year reaches 10%, then the Performance Criteria
    for such fiscal year shall be treated as satisfied at the time
    of such carry back. In the event Excess TSR is not absorbed
    after it is carried back to each preceding year in which the
    Performance Criteria are not met, any remaining Excess TSR may
    be carried forward and added to any succeeding fiscal years in
    the Performance Period, after the foregoing TSR calculations are
    made with respect to such succeeding year, beginning with the
    first such succeeding fiscal year. If, as a result of a carry
    forward, the TSR (as adjusted under this subsection) with
    respect to such succeeding fiscal year reaches 10%, then the
    Performance Criteria for such fiscal year shall be satisfied as
    of the end of such year. In no event shall any amount of Excess
    TSR be utilized more than once as a carry back or carry forward
    amount.
    
	 
	 	     
    (ii) The Company’s designated peer
    group shall be composed of the following companies:
    





		
	 	
    (1) [                    ];
    
	 
	 	
    (2) [                    ];
    
	 
	 	
    (3) [                    ];
    
	 
	 	
    (4) [                    ];
    
	 
	 	
    (5) [                    ];
    
	 
	 	
    (6) [                    ];
    
	 
	 	
    (7) [                    ];
    and
    
	 
	 	
    (8) [                    ].
    




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    For purposes of determining whether the TSR with
    respect to a fiscal year falls within the top 50% of the
    Company’s peer group, only the TSR for such fiscal year
    shall be taken into account, as determined under
    Section 2(b)(iii) hereof and without regard to carry backs
    and carry forwards in Section 2(b)(i) hereof.
    





		
	 	     
    (iii) For purposes of Section 2(b)(i)
    and (ii) hereof, TSR with respect to a fiscal year shall
    mean the sum of the Company’s dividend yield and the
    Company’s share appreciation for such year.]]
    





Notwithstanding the foregoing in this
Section 2(a), 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.



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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 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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