EXHIBIT 10.15  FORM OF RESTRICTED STOCK UNIT GRANT AWARD UNDER THE 2004 GETTY REALTY CORP. OMNIBUS INCENTIVE COMPENSATION PLAN, AS AMENDED.

 

RESTRICTED STOCK UNIT AGREEMENT


                    THIS
RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”),
dated as of _________________, 20__ (the “Grant Date”), between Getty
Realty Corp. (the “Company”), and ___________________ (“Holder”).



RECITALS


                    A.          The
Company has adopted the Getty Realty Corp. 2004 Omnibus Incentive Compensation
Plan (the “Plan”) (the terms of which are hereby incorporated by
reference and made part of this Agreement). 


                    B.          The
Committee appointed to administer the Plan has determined that it would be to
the advantage and best interest of the Company and its shareholders to award
Restricted Stock Units to Holder as an inducement for Holder to remain in the
service of the Company and as an incentive for increased efforts during such
service, and has advised the Company thereof and instructed the undersigned
officer(s) to award such Restricted Stock Units to Holder, subject to the
restrictions and conditions contained in this Agreement. 


AGREEMENTS


                    In
consideration of services to be rendered to the Company and the other mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows: 


          1.       Definitions.
As used in this Agreement, the following terms shall have the following
definitions ascribed to them:  


                    (a)          “Cause”
shall mean a determination by the Committee that the Holder’s service was
terminated due to: (i) the Holder’s conviction of any crime (whether or not
involving the Company) constituting a felony in the applicable jurisdiction;
(ii) conduct of the Holder related to the Holder’s service for which either
criminal or civil penalties may be sought against the Holder and/or the
Company; (iii) material violation of the Company’s Business Conduct Guidelines,
including, but not limited to those relating to sexual harassment, the
disclosure or misuse of confidential information, or those set forth in other
Company manuals or statements of policy; or (iv) serious neglect or misconduct
in the performance of the Holder’s duties for the Company or willful or
repeated failure or refusal to perform such duties. 


                    (b)          “Code”
shall mean the Internal Revenue Code of 1986, as amended. 


                    (c)          “Committee”
shall mean the Compensation Committee of the Company’s Board of Directors, or
another committee or subcommittee of the Board. 


                    (d)          “Disability”
shall mean a disability described in Section 22(e)(3) of the Code. The
existence of a Disability shall be determined by the Committee in its sole and
absolute discretion. 






                    (e)          “Fair
Market Value” of a share of Common Stock as of a given date shall be (i)
the closing price of a share of Common Stock on the principal exchange on which
shares of Common Stock are then trading, if any (or as reported on any
composite index which includes such principal exchange), on the trading day
previous to such date, or if shares were not traded on the trading day previous
to such date, then on the next preceding date on which a trade occurred, or
(ii) if Common Stock is not traded on an exchange but is quoted on Nasdaq or a
successor quotation system, the mean between the closing representative bid and
asked prices for the Common Stock on the trading day previous to such date as
reported by Nasdaq or such successor quotation system, or (iii) if Common Stock
is not publicly traded on an exchange and not quoted on Nasdaq or a successor
quotation system, the Fair Market Value of a share of Common Stock as
established by the Administrator acting in good faith. 


                    (f)          “Termination
of Service” shall mean, (i) if the Holder is an employee of the Company or
any Subsidiary on the Grant Date, the time when the employee-employer
relationship between the Holder and the Company or any Subsidiary is terminated
for any reason, with or without Cause, including, but not by way of limitation,
a termination by resignation, discharge, death, Disability or Retirement; but
excluding (a) terminations where there is a simultaneous reemployment or
continuing employment of the Holder by the Company or any Subsidiary, (b) at
the discretion of the Committee, terminations which result in a temporary
severance of the employee-employer relationship, and (c) at the discretion of
the Committee, terminations which are followed by the simultaneous
establishment of a consulting relationship by the Company or a Subsidiary with
the Holder, and (ii) if the Holder is a non-employee director of the Company on
the Grant Date, the time when the Holder ceases to be a member of the Board of
Directors of the Company for any reason; provided,
however, that for purposes of settlement of vested Units,
Termination of Service shall have the same meaning as “separation from service”
under Section 409A of the Code. 



          2.          Grant
of Restricted Stock Units. Subject to the terms and conditions of the Plan and
this Agreement, the Company hereby grants __________ Restricted Stock Units (“Units”)
to Holder, to be credited to a separate account maintained for Holder on the
books of the Company (the “Account”). On any date, the value of each
Unit shall equal the Fair Market Value of one share of the common stock of the
Company, par value $0.01 per share (“Common Stock”).  


          3.          Vesting.(a)          Subject
to the accelerated vesting provisions set forth in Section 3(b) or Section 3(c)
below, the Units shall vest, on a cumulative basis, with respect to 20% of the
Units on the first anniversary of the Grant Date, and as to an additional 20%
on each succeeding anniversary of the Grant Date (each such date, a “Vesting
Date”), so as to be 100% vested on the fifth anniversary thereof, provided that Holder has not incurred a
Termination of Service prior to the respective Vesting Date. 


	
 

	
 


	
 

	
             (b)
           Notwithstanding
 the foregoing, if the Holder is an employee of the Company or any Subsidiary
 on the Grant Date: 








	
 

	
 

	
 


	
 

	
1.

	
The Units
 shall vest as to 100% of the then unvested Units in the Holder’s Account upon
 the Holder’s Termination of Service by the Company without Cause; 





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2.

	
The Units
 shall vest as to 100% of the then unvested Units in the Holder’s Account upon
 the Holder’s death prior to Termination of Service; and 


	
 

	
 

	
 


	
 

	
3.

	
If the
 Holder incurs a Termination of Service for any reason other than by the
 Company without Cause or death, all Units which have not vested at the time
 of such termination shall be automatically forfeited. 








	
 

	
 


	
 

	
             (c)          Notwithstanding
 the foregoing, if the Holder is a non-employee director of the Company on the
 Grant Date:








	
 

	
 

	
 


	
 

	
1.

	
The Units
 shall vest as to 100% of the then unvested Units in the Holder’s Account upon
 the Holder’s Termination of Service for any reason other than the Holder
 voluntarily electing to resign from the Board of Directors, voluntarily
 electing not to stand for re-election to the Board of Directors or being
 involuntarily removed from the Board of Directors (excluding, for this
 purpose, a failure to be re-elected by the stockholders of the Company); 


	
 

	
 

	
 


	
 

	
2.

	
The Units
 shall vest as to 100% of the then unvested Units in the Holder’s Account upon
 the Holder’s death prior to Termination of Service; and 


	
 

	
 

	
 


	
 

	
3.

	
If the
 Holder voluntarily resigns from the Board of Directors, voluntarily elects
 not to stand for re-election to the Board of Directors or is involuntarily
 removed from the Board of Directors (excluding, for this purpose, a failure
 to be re-elected by the stockholders of the Company), all Units which have
 not vested as of the date that the Holder incurs a Termination of Service
 shall be automatically forfeited upon the Termination of Service. 





          4.          Settlement.
Each vested Unit credited to the Holder’s Account will be settled by the
Company (and, upon such settlement, cease to be credited to the Holder’s
Account) by either (a) the issuance to the Holder of one share of Common Stock
or (b) a payment to the Holder of an amount equal to the Fair Market Value of a
share of Common Stock on the Settlement Date (hereinafter defined), such election
to be made by the Committee in its sole and absolute discretion. Settlement of
vested Units shall occur on the date that they become vested, or as soon as
administratively practicable after such date, but in all events within 30 days
after the date they become vested. 


          5.          Dividend
Equivalent. If
on any date the Company pays any dividend on the Common Stock (the “Payment
Date”), then Holder shall receive, within 14 days after the Payment Date, a
cash payment equal to the product of (i) the number of Units in the Holder’s
Account as of the Payment Date, multiplied by (ii) the per share cash amount of
such dividend (or, in the case of a dividend payable in Common Stock or in
property other than cash, the per share equivalent cash value of such dividend,
as determined in good faith by the Committee). 


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          6.          Restrictions.
The Units granted hereunder may not be sold, pledged or otherwise transferred
(other than by will or the laws of descent and distribution) and may not be
subject to lien, garnishment, attachment or other legal process. The Holder
acknowledges and agrees that, with respect to each Unit credited to his
Account, Holder has no voting rights with respect to the Company unless and
until such Unit is settled in Common Stock. 


          7.          Taxation.
When Units become vested, Holder will be obligated to pay all Social Security,
Withholding and other (income based) taxes, that are due and payable by reason
of the vesting of Units on such date. If Holder shall fail to deliver to the
Company the entire amount of such Social Security, Withholding and other
(income based) taxes, prior to the payment of Holder’s next regular salary
payment, then the Company shall have the right to withhold from such salary
payment the unpaid amount of such Social Security, Withholding and other
(income based) taxes. Additionally, upon the settlement of vested Units in
cash, the Company shall have the right to withhold from such cash settlement an
amount sufficient to satisfy all applicable Social Security, Withholding and
other (income based) taxes. Upon the settlement of vested Units in Common
Stock, the Holder shall be required as a condition of such settlement to pay to
the Company by check the amount of any Social Security, Withholding and other
(income based) taxes that the Company determines is required to be paid; provided,
however, that, with the prior written consent of the Committee, the
Holder may elect to satisfy such payment obligation by having the Company
withhold from the settlement that number of shares of Common Stock having a
Fair Market Value equal to the amount of such payment; and provided further,
however, that the number of shares that may be so withheld by the Company shall
be limited to that number of shares of Common Stock having an aggregate Fair
Market Value on the date of such withholding equal to the aggregate amount of
the Holder’s payment obligation on that date (i.e. Holder’s federal and state
income and payroll tax liabilities based upon the applicable minimum statutory
withholding rates for federal and state income and payroll tax purposes). 


          8.          No
Effect on Employment or Other Service. Neither this Agreement nor the Units
granted hereunder shall confer upon Holder any right to, or impose upon Holder
any obligation of, continued employment or other service with the Company and
shall not in any way modify or restrict any right the Company or the Company’s
shareholders may otherwise have to terminate such employment or service. 


          9.          Notices.
Any notice hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by
telecopy, or certified or registered mail, postage prepaid, as follows: 


	
 

	
 


	
 

	
If to the
 Company: 








	
 

	
 


	
 

	
Getty Realty
 Corp. 


	
 

	
125 Jericho
 Turnpike, Ste. 103 


	
 

	
Jericho, NY
 11753 


	
 

	
Attn:
 Chairman, Compensation Committee 





          If
to the Holder, to the address set forth on the signature page hereof, or at any
other address as any party shall have specified by notice in writing to the
other party. 


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          10.          Miscellaneous.



                        (a)          All
amounts credited to the Holder’s Account under this Agreement shall continue
for all purposes to be a part of the general assets of the Company. The
Holder’s interest in the Account shall make him only a general, unsecured
creditor of the Company. 


                        (b)
          This Agreement,
together with the Plan, constitutes the entire agreement of the parties with
respect to the subject matter hereof and may not be modified or amended except
by a written agreement signed by the Company and Holder. In the event that any
provision of this Agreement shall conflict with any provision of the Plan, the
provision of this Agreement shall control, except to the extent that the same
would violate applicable law. 


                        (c)          Capitalized
terms not defined herein shall have the meaning ascribed to such terms in the
Plan. 


                        (d)          The
Units shall be subject to adjustment in accordance with Section 8.3 of the
Plan. The Administrator shall ensure that any action taken pursuant to Section
8.3(a) through 8.3(f) of the Plan shall comply with the provisions of Section
409A of the Code if and to the extent that the Units constitute deferred
compensation within the meaning of Section 409A of the Code. 


                        (e)          No
waiver of any breach or default hereunder shall be considered valid unless in
writing, and no such waiver shall be deemed a waiver of any subsequent breach
or default of the same or similar nature. 


                        (f)          Except
as otherwise expressly provided herein, this Agreement shall be binding upon
and inure to the benefit of the Company and its successors and assigns and the
Holder and his heirs and personal representatives. 


                        (g)          If
any provision of this Agreement shall be invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall
not in any manner affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein. 


                        (h)          The
section headings contained herein are for the purposes of convenience only and
are not intended to define or limit the contents of said sections. Except as
may otherwise be expressly provided, all references herein to “Section” or
“Sections” shall mean the applicable section or sections of this Agreement. 


                        (i)          Words
in the singular shall be read and construed as though in the plural and words
in the plural shall be read and construed as though in the singular in all
cases where they would so apply. 


                        (j)          This
Agreement may be executed in one or more counterparts, all of which taken
together shall be deemed one original. 


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                        (k)
          This Agreement
shall be deemed to be a contract under the laws of the State of New York and
for all purposes shall be construed and enforced in accordance with the
internal laws of said state without regard to the principles of conflicts of
law. 


                        (l)
          409A Savings
Clause. This Agreement and the Units granted hereunder are intended to comply
with, or otherwise be exempt from, Section 409A of the Code. This Agreement and
the Units shall be administered, interpreted, and construed in a manner
consistent with Section 409A of the Code. Should any provision of this
Agreement be found not to comply with, or otherwise be exempt from, the
provisions of Section 409A of the Code, such provision shall be modified and
given effect (retroactively if necessary), in the sole discretion of the
Administrator, and without the consent of the Holder, in such manner as the
Administrator determines to be necessary or appropriate to comply with, or to
effectuate an exemption from, Section 409A of the Code. If the Company or
Administrator by its operation of the Plan or this Agreement and by no fault of
the Holder causes this Agreement to fail to meet the requirements of paragraphs
(2), (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the
Holder for interest and additional tax payable with respect to previously
deferred compensation as provided in Section 409A(a)(1)(B) of the Code incurred
by the Holder including a tax “gross-up” on such reimbursement. Any such
reimbursement and tax gross-up payment shall be calculated in good faith by the
Administrator and shall be paid by the end of the Holder’s taxable year next
following the Holder’s taxable year in which the related taxes are remitted to
the taxing authority. Notwithstanding anything in the Plan to the contrary, in
no event shall the Administrator exercise its discretion to accelerate the
payment or settlement of the Units unless and to the extent that such
accelerated payment or settlement is permissible under Treasury Regulation
1.409A-3(j)(4) or any successor provision. Each amount payable under this
Agreement as a dividend equivalent payment or as a payment upon vesting of the
Units is designated as a separate identified payment for purposes of Section
409A of the Code. 


          IN WITNESS WHEREOF, the parties have
executed this Agreement on the date and year first above written. 


	
 

	
 

	
 


	
 

	
GETTY REALTY
 CORP.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Leo
 Liebowitz, Chairman and CEO








	
 

	
 

 
	


	
 

 
	
[Holder] 

	
 


	
 

	
 


	


	
 


	
Residence
 Address: 

	
 

 
	
 

	
 


	


	
 


	
Social
 Security Number: 

	
 





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