EX-10.4



 





Exhibit 10.4




RESCISSION OF RESTICTED SHARE AWARD AGREEMENT




     THIS RESCISSION OF RESTRICTED SHARE AWARD AGREEMENT (this “Rescission Agreement”) is
entered into and effective this            day of      , 200 , by and between Lexington Strategic
Asset Corp., a Delaware corporation (“LSAC”), and      , an individual
residing at             (the “Executive”). Capitalized terms
used herein but not defined herein shall have the meaning set forth in the Award Agreement (as
defined below).



     WHEREAS, LSAC and the Executive entered into that certain Restricted Share Award Agreement,
effective      , 200 , by and between LSAC and the Executive (the “Award
Agreement”), pursuant to the LSAC 2005 Equity Incentive Compensation Plan (the “Plan”),
whereby LSAC sold to the Executive, and the Executive purchased from LSAC, certain restricted
shares of common stock of LSAC (“Shares”) at a purchase price of $  per share;



     WHEREAS, LSAC and the Executive desire to rescind the Award Agreement, but only to the extent
of the number of Shares which the parties agree shall be rescinded hereunder;



     WHEREAS, LSAC shall return so much of the purchase price as is described herein as relates to
the number of Shares which the Executive hereby agrees to return to LSAC;



     WHEREAS, the Executive shall return such Shares pursuant to the terms and conditions hereof;
and



     WHEREAS, LSAC shall have no further obligations to sell any additional Shares to the Executive
as provided for by the Award Agreement;



     NOW THEREFORE, the parties hereby agree as follows:



     1. LSAC and the Executive hereby rescind the Award Agreement, but only to the extent it
relates to the rights and obligations with respect to the sale by LSAC and the purchase by the
Executive of            Shares (the “Rescinded Shares”).



     2. LSAC hereby agrees to return, transfer, convey and set over to the Executive an amount
equal to $             (the “Refunded Amount”), which is calculated as the purchase
price of such Rescinded Shares ($  per share) multiplied by the number of Rescinded Shares. The
Executive hereby agrees to return, transfer, convey and set over to LSAC all right, title and
interest in and to the Rescinded Shares and any stock certificates which relate thereto.



     3. The parties hereby agree that the Award Agreement is canceled to the extent of the rights
and obligations of the Rescinded Shares and the Refunded Amount and shall be treated by LSAC and
the Executive as not having been in effect.



     4. LSAC and the Executive hereby acknowledge and agree that the return of the Rescinded Shares
and the Refunded Amount and the cancellation of the Award Agreement to the extent of the foregoing
shall return LSAC and the Executive to their relative positions had the Award Agreement, to the
extent of the foregoing, never been effective.



     5. The Executive hereby represents and warrants that:



 









 






	 	(a)	 	The Executive has not sold, assigned, endorsed, hypothecated,
pledged, deposited, or otherwise transferred any of the Rescinded Shares
granted to him under the Award Agreement nor has it signed any power of
attorney or other document authorizing any other person or persons to do so on
his behalf and no other person, entity, or corporation has any ownership
interest, right, title or claim in law or equity in the Rescinded Shares
granted to the Executive under the Award Agreement.
	 
	 	(b)	 	There are no outstanding liens, security interests,
encumbrances, or the like on the Rescinded Shares granted to the Executive
under the Award Agreement.
	 
	 	(c)	 	There are no attachments or executions levied on the Rescinded
Shares granted to the Executive under the Award Agreement and no bankruptcy,
insolvency, receivership, or sequestration proceedings are pending against the
Executive. No application has been made to the appointment of a committee or
guardian for any of the Executive’s property.





     6. Each of the parties hereby agrees to execute, acknowledge and deliver all such instruments
and take all such action as shall reasonably be required to effectuate the purposes of this
Rescission Agreement and to carry out terms hereof and to ensure that LSAC and the Executive are
returned to their relative positions as if the Award Agreement (to the extent of the Rescinded
Shares and the Refunded Amount) had never been entered into.



     7. This Rescission Agreement constitutes the entire agreement among the parties with regard to
the subject hereof and supersedes any and all prior negotiations, correspondence, understandings
and agreements among the parties respecting the subject matter hereof.



     8. The Executive hereby agrees to indemnify, defend and save and keep harmless LSAC and its
respective successors and assigns, of, from and against all costs, losses and liability which may
arise from any of the foregoing not being true and correct.



     9. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Delaware, without giving effect to the principles of the conflict of laws thereunder.



     10. This Rescission Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



[Signatures appear on the next page]




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     IN WITNESS WHEREOF, the parties hereto have executed this Rescission Agreement as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	LEXINGTON STRATEGIC ASSET CORP.	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 






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