Exhibit 10.1

 

FARMLAND PARTNERS INC.

SECOND AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

Farmland Partners Inc., a Maryland corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value per share (“Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below.  Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s Second Amended and Restated 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given them in the Plan.

 

Name of Grantee:

 

Number of Restricted Shares of Common Stock (“Shares”):

 

Grant Date:

 

Vesting Schedule: 

 

By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and in the Plan, a copy of which is also attached.  You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

 

 

	
Grantee:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

FARMLAND PARTNERS INC.

AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

	
Restricted Stock
    	
 
    	
This Agreement evidences an award of Shares in the number set forth on the cover   sheet and subject to the vesting and other conditions set forth herein, in the Plan and on the   cover sheet (the “Restricted Stock”).
    
	
 
    	
 
    	
 
    
	
Transfer of Unvested Restricted Stock
    	
 
    	
Unvested Restricted Stock may not be sold, assigned,   transferred, pledged, hypothecated or otherwise encumbered, whether by   operation of law or otherwise, nor may the Restricted Stock be made subject   to execution, attachment or similar process. If you attempt to do any of   these things, the Restricted Stock will immediately become forfeited.
    
	
 
    	
 
    	
 
    
	
Issuance and Vesting
    	
 
    	
The Company will issue your Restricted Stock in the   name set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your rights under this Restricted Stock grant and   this Agreement shall vest in accordance with the vesting schedule set forth   on the cover sheet so long as you continue in Service on the vesting dates   set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding your vesting schedule, the   Restricted Stock will become 100% vested upon your termination of Service due   to your death or Disability.
    
	
 
    	
 
    	
 
    
	
Change in Control
    	
 
    	
Notwithstanding the vesting schedule set forth   above, upon the consummation of a Change in Control, the Restricted Stock   will become 100% vested.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Involuntary Termination” means termination   of your Service by reason of (i) your involuntary dismissal by the   Company or its successor for reasons other than Cause or (ii) your   voluntary resignation for Good Reason.
    
	
 
    	
 
    	
 
    
	
Evidence of Issuance
    	
 
    	
The issuance of the Shares under the grant of   Restricted Stock evidenced by this Agreement shall be evidenced in such a   manner as the Company, in its discretion, deems appropriate, including,   without limitation, book-entry, direct registration or issuance of one or   more share certificates, with any unvested Restricted Stock bearing the   appropriate restrictions imposed by this Agreement. As your interest in the   Restricted Stock vests, the recordation of the number of Restricted Stock   attributable to you will be appropriately modified if necessary.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested Restricted Stock
    	
 
    	
Unless the termination of your Service triggers   accelerated vesting of your Restricted Stock or other treatment pursuant to   the terms of this Agreement, the Plan, or in an employment or any other   written agreement between the Company or any Affiliate and you, you will   automatically forfeit to the Company all of the unvested Restricted Stock in   the event
    


 

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you are no longer providing Service.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Agreement, your Service does   not terminate when you go on a bona fide leave of absence that was approved   by your employer in writing if the terms of the leave provide for continued   Service crediting, or when continued Service crediting is required by   applicable law. Your Service terminates in any event when the approved leave   ends unless you immediately return to active employee work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your employer may determine, in its discretion,   which leaves count for this purpose, and when your Service terminates for all   purposes under the Plan in accordance with the provisions of the Plan.   Notwithstanding the foregoing, the Company may determine, in its discretion,   that a leave counts for this purpose even if your employer does not agree.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
You agree as a condition of this grant that you will   make acceptable arrangements to pay any withholding or other taxes that may   be due as a result of the vesting or receipt of the Restricted Stock. In the   event that the Company or any Affiliate determines that any federal, state,   local or foreign tax or withholding payment is required relating to the   vesting or receipt of Shares arising from this grant, the Company or any   Affiliate shall have the right to require such payments from you, or withhold   such amounts from other payments due to you from the Company or any Affiliate   (including withholding the delivery of vested Shares otherwise deliverable   under this Agreement).
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
This Agreement and the grant evidenced hereby do not   give you the right to be retained by the Company or any Affiliate in any   capacity. Unless otherwise specified in an employment or other written   agreement between the Company or any Affiliate and you, the Company or any   Affiliate reserves the right to terminate your Service at any time and for   any reason.
    
	
 
    	
 
    	
 
    
	
Stockholder Rights
    	
 
    	
You will be entitled to receive all dividends or   other distributions made on outstanding Shares. No adjustments are made for   dividends or other rights if the applicable record date occurs before an   appropriate book entry is made (or your certificate is issued), except as   described in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your grant shall be subject to the terms of any applicable   agreement of merger, liquidation or reorganization in the event the Company   is subject to such corporate activity.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
If and to the extent that the Shares are represented   by certificates rather than book entry, all certificates representing the   Shares issued under this grant shall, where applicable, have endorsed thereon   the following legends:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE   SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND   OPTIONS TO PURCHASE
    


 

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SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE   COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A   COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND   WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE   HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
To the extent the Shares are represented by a book   entry, such book entry will contain an appropriate legend or restriction   similar to the foregoing.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
If the Company adopts a “clawback” or recoupment   policy, this Award will be subject to repayment to the Company to the extent   so provided under the terms of such policy.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Maryland, other than any conflicts or choice   of law rule or principle that might otherwise refer construction or   interpretation of this Agreement to the substantive law of another   jurisdiction.
    
	
 
    	
 
    	
 
    
	
The Plan
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Certain capitalized terms used in this Agreement   are defined in the Plan, and have the meaning set forth in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This Agreement and the Plan constitute the entire   understanding between you and the Company regarding this grant. Any prior   agreements, commitments or negotiations concerning this grant are superseded;   except that any, as it relates to any award under this Agreement, any written   employment, consulting, confidentiality, non-competition, non-solicitation   and/or severance agreement between you and the Company or any Affiliate, in   each case, as in effect as of the date hereof, shall supersede this Agreement   with respect to its subject matter.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
In order to administer the Plan, the Company may   process personal data about you. Such data includes, but is not limited to,   information provided in this Agreement and any changes thereto, other appropriate   personal and financial data about you such as your contact information,   payroll information and any other information that might be deemed   appropriate by the Company to facilitate the administration of the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By accepting this grant, you give explicit consent   to the Company to process any such personal data.
    
	
 
    	
 
    	
 
    
	
Code Section 409A
    	
 
    	
It is intended that this Award comply with Code   Section 409A or an exemption to Code Section 409A. To the extent   that the Company determines that you would be subject to the additional 20%   tax imposed on certain non-qualified deferred compensation plans pursuant to   Code
    


 

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Section 409A as a result of any provision of   this Agreement, such provision shall be deemed amended to the minimum extent   necessary to avoid application of such additional tax. The nature of any such   amendment shall be determined by the Company. For purposes of this Award, a   termination of Service only occurs upon an event that would be a Separation   from Service within the meaning of Code Section 409A.
    


 

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.

 

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