formofnonemployeetrustee







      SC1:3712725.1E   FORM OF URBAN EDGE PROPERTIES 2015 OMNIBUS SHARE PLAN   NON-EMPLOYEE TRUSTEE RESTRICTED STOCK AGREEMENT   RESTRICTED STOCK AGREEMENT (the “Agreement” or “Restricted Stock   Agreement”), made as of the date set forth on Schedule A hereto between URBAN EDGE   PROPERTIES, a Maryland real estate investment trust (the “Company”), and the Trustee of   the Company or one of its affiliates listed on Schedule A (the “Trustee”).   RECITALS   A. In accordance with the Urban Edge Properties 2015 Omnibus Share Plan,   as it may be amended from time to time (the “Plan”), the Company desires, in connection   with the service of the Trustee to the Company, to provide the Trustee with an opportunity   to acquire shares of the Company’s common shares of beneficial interest, par value $0.01   per share (the “Common Shares”), and thereby provide additional incentive for the Trustee   to promote the progress and success of the business of the Company and its subsidiaries.   B. Schedule A hereto sets forth certain significant details of the share grant   herein and is incorporated herein by reference. Capitalized terms used herein and not   otherwise defined have the meanings provided on Schedule A.   NOW, THEREFORE, the Company and the Trustee hereby agree as follows:   AGREEMENT   1. Grant of Restricted Stock. On the terms and conditions set forth   below, as well as the terms and conditions of the Plan, the Company hereby grants to the   Trustee such number of Common Shares as is set forth on Schedule A (the “Restricted   Stock”).   2. Vesting Period. The vesting period of the Restricted Stock (the   “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on   Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual   Vesting Date following the date of this Agreement and each Annual Vesting Date   thereafter, if any, the number of shares of Restricted Stock equal to the Annual Vesting   Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To   the extent that Schedule A provides for amounts or schedules of vesting that conflict with   the provisions of this paragraph, the provisions of Schedule A will govern. Except as   permitted under Section 9, the shares of Restricted Stock for which the applicable Vesting   Period has not expired may not be sold, assigned, transferred, pledged or otherwise   disposed of or encumbered (whether voluntary or involuntary or by judgment, levy,   attachment, garnishment or other legal or equitable proceeding).   The Trustee shall not have the right to receive dividends paid on shares of   Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof,   the Trustee shall have the right to receive from the Company an amount, in cash, equal to   the dividends payable on shares of Restricted Stock for which the applicable Vesting   Period has not expired.     





 







 -2-   SC1:3712725.1E   The Trustee shall have the right to vote the Restricted Stock, regardless of   whether the applicable Vesting Period has expired.   3. Forfeiture of Restricted Stock. If the service of the Trustee to the   Company or its affiliates terminates for any reason except death or following a Change in   Control as described below, the shares of Restricted Stock for which the applicable Vesting   Period has not expired as of the date of such termination shall be forfeited and returned to   the Company. Upon the Trustee’s death or upon the occurrence of a Change in Control of   the Company, any shares of Restricted Stock for which the applicable Vesting Period has   not expired shall become fully vested and shall not be forfeitable. For purposes of this   Restricted Stock Agreement, a “Change in Control” of the Company means the occurrence   of one of the following events:   (i) individuals who, on the Grant Date, constitute the Board of Trustees   of the Company (the “Incumbent Trustees”) cease for any reason to constitute at   least a majority of the Board of Trustees (the “Board”), provided that any person   becoming a trustee subsequent to the Grant Date whose election or nomination for   election was approved by a vote of at least two-thirds of the Incumbent Trustees   then on the Board (either by a specific vote or by approval of the proxy statement of   the Company in which such person is named as a nominee for trustee, without   objection to such nomination) shall be an Incumbent Trustee; provided, however,   that no individual initially elected or nominated as a trustee of the Company as a   result of an actual or threatened election contest with respect to trustees or as a   result of any other actual or threatened solicitation of proxies by or on behalf of any   person other than the Board shall be an Incumbent Trustee;   (ii) any “person” (as such term is defined in Section 3(a)(9) of the   Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections   13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a   “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or   indirectly, of securities of the Company representing 30% or more of the combined   voting power of the Company’s then-outstanding securities eligible to vote for the   election of the Board (the “Company Voting Securities”); provided, however, that an   event described in this paragraph (ii) shall not be deemed to be a Change in Control   if any of following becomes such a beneficial owner: (A) the Company or any   majority-owned subsidiary of the Company (provided that this exclusion applies   solely to the ownership levels of the Company or the majority-owned subsidiary),   (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained   by the Company or any such majority-owned subsidiary, (C) any underwriter   temporarily holding securities pursuant to an offering of such securities or (D) any   person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii));   (iii) the consummation of a merger, consolidation, share exchange or   similar form of transaction involving the Company or any of its subsidiaries, or the   sale of all or substantially all of the Company’s assets (a “Business Transaction”),   unless immediately following such Business Transaction (a) more than 50% of the   total voting power of the entity resulting from such Business Transaction or the   entity acquiring the Company’s assets in such Business Transaction (the “Surviving   Corporation”) is beneficially owned, directly or indirectly, by the Company’s   shareholders immediately prior to any such Business Transaction, and (b) no   person (other than the persons set forth in clauses (A), (B) or (C) of paragraph (ii)   above or any tax-qualified, broad-based employee benefit plan of the Surviving     





 







 -3-   SC1:3712725.1E   Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of   the total voting power of the Surviving Corporation (a “Non-Qualifying   Transaction”); or   (iv) Board approval of a liquidation or dissolution of the Company, unless   the voting common equity interests of an ongoing entity (other than a liquidating   trust) are beneficially owned, directly or indirectly, by the Company’s shareholders   in substantially the same proportions as such shareholders owned the Company   Voting Securities immediately prior to such liquidation and such ongoing entity   assumes all existing obligations of the Company to Trustee under this Restricted   Stock Agreement.   4. Certificates. Each certificate issued in respect of the Restricted Stock   awarded under this Restricted Stock Agreement shall be registered in the Trustee’s name   and held by the Company until the expiration of the applicable Vesting Period. At the   expiration of each Vesting Period, the Company shall deliver to the Trustee (or, if   applicable, to the Trustee’s legal representatives, beneficiaries or heirs) certificates   representing the number of Common Shares that vested upon the expiration of such   Vesting Period. The Trustee agrees that any resale of the Common Shares received upon   the expiration of the applicable Vesting Period shall not occur during the “blackout   periods” forbidding sales of Company securities, as set forth in the then-applicable   Company employee manual or insider trading policy. In addition, any resale shall be made   in compliance with the registration requirements of the Securities Act of 1933, as   amended, or an applicable exemption therefrom, including, without limitation, the   exemption provided by Rule 144 promulgated thereunder (or any successor rule).   5. Taxes. The Trustee is responsible for any federal, state, local or other   taxes with respect to the Restricted Stock awarded under this Restricted Stock Agreement.   6. Certain Adjustments. In the event of any change in the outstanding   Common Shares by reason of any share dividend or split, recapitalization, merger,   consolidation, spin-off, combination or exchange of shares or other corporate change, or   any distribution to common shareholders other than regular dividends, any shares or   other securities received by the Trustee with respect to the applicable Restricted Stock for   which the Vesting Period shall not have expired will be subject to the same restrictions as   the Restricted Stock with respect to an equivalent number of shares and shall be deposited   with the Company.   7. Notice. Any notice to be given to the Company shall be addressed to   the Secretary of the Company at 888 Seventh Avenue, New York, New York 10019, and   any notice to be given the Trustee shall be addressed to the Trustee at the Trustee’s   address as it appears on the records of the Company, or at such other address as the   Company or the Trustee may hereafter designate in writing to the other.   8. Governing Law. This Restricted Stock Agreement shall be governed by   and construed and enforced in accordance with the laws of the State of Maryland, without   references to principles of conflict of laws.   9. Successors and Assigns. This Restricted Stock Agreement shall be   binding upon and inure to the benefit of the parties hereto and any successors to the   Company and any successors to the Trustee by will or the laws of descent and     





 







 -4-   SC1:3712725.1E   distribution, but this Restricted Stock Agreement shall not otherwise be assignable or   otherwise subject to hypothecation by the Trustee.   10. Severability. If, for any reason, any provision of this Restricted Stock   Agreement is held invalid, such invalidity shall not affect any other provision of this   Restricted Stock Agreement not so held invalid, and each such other provision shall to the   full extent consistent with law continue in full force and effect. If any provision of this   Restricted Stock Agreement shall be held invalid in part, such invalidity shall in no way   affect the rest of such provision not held so invalid, and the rest of such provision,   together with all other provisions of this Restricted Stock Agreement, shall to the full   extent consistent with law continue in full force and effect.   11. Headings. The headings of paragraphs hereof are included solely for   convenience of reference and shall not control the meaning or interpretation of any of the   provisions of this Restricted Stock Agreement.   12. Counterparts. This Restricted Stock Agreement may be executed in   multiple counterparts with the same effect as if each of the signing parties had signed the   same document. All counterparts shall be construed together and constitute the same   instrument.   13. Miscellaneous. This Restricted Stock Agreement may not be amended   except in writing signed by the Company and the Trustee. Notwithstanding the foregoing,   this Restricted Stock Agreement may be amended in writing signed only by the Company   to: (a) correct any errors or ambiguities in this Restricted Stock Agreement; and/or (b) to   make such changes that do not materially adversely affect the Trustee’s rights hereunder.   This grant shall in no way affect the Trustee’s participation or benefits under any other   plan or benefit program maintained or provided by the Company. In the event of a conflict   between this Restricted Stock Agreement and the Plan, the Plan shall govern.   14. Acknowledgement.  The Trustee hereby acknowledges and agrees that   this Restricted Stock Agreement and the Restricted Stock issued hereunder shall   constitute satisfaction in full of all obligations of the Company, if any, to grant to the   Trustee restricted shares pursuant to the terms of any written agreement or letter or other   written offer or description of service to the Company executed prior to or coincident with   the date hereof.      [signature page follows]         





 







 -5-   SC1:3712725.1E   IN WITNESS WHEREOF, this Restricted Stock Agreement has been executed   by the parties hereto as of the date and year first above written.    URBAN EDGE PROPERTIES            By:      Name:      Title:                   [Name]        





 







    A-1   SC1:3712725.1E   SCHEDULE A TO RESTRICTED STOCK AGREEMENT   (Terms being defined are in quotation marks.)   Date of Restricted Stock Agreement: As of:    Name of Trustee:    Number of Common Shares Subject to Grant:    “Grant Date”:    Date on which Restricted Stock is Fully   Vested:      Vesting Period:    “Annual Vesting Amount”   Insert the number of shares of Restricted Stock   that vest each year or other applicable vesting   schedule.        “Annual Vesting Date”    (or if such date is not a business day, on the   next succeeding business day):  Insert the   calendar date of each year on which shares of   Restricted Stock will vest or other appropriate   vesting schedule.      Initials of Company representative:    Initials of Trustee: