LEXINGTON REALTY TRUST


NONVESTED SHARE AGREEMENT 


 


This AGREEMENT is effective as of December
___, 20___ by and between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and
_________________________ (the “Participant”). 


 


WITNESSETH THAT:


 


WHEREAS, the Participant, as an employee
of the Company, is eligible to participate in the Lexington Realty Trust 2011 Equity-Based Award Plan (the “Plan”);


 


WHEREAS, the Company desires to provide
an inducement and incentive to the Participant to perform duties and fulfill responsibilities on behalf of the Company at the highest
level of dedication and competence;


 


WHEREAS, the Compensation Committee of 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 (“Common Shares”), 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 as of December __, 20___.


 


(b)          The
Participant agrees that the Participant’s ownership of the Common Shares shall 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. Subject to Section 3 hereof, the Common Shares vest as follows, provided that the Participant remains employed
by the Company: __________ Common Shares on December __, 20___; __________ Common Shares on December __, 20___; and _________ Common
Shares on December __, 20___.


 



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3.          Nontransferability
and Acceleration/Forfeiture.


 


(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 voluntarily or involuntarily 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)          Subject
to the terms and conditions of any definitive written employment agreement between the Participant and the Company (or, if no such
definitive written employment agreement exists, any written severance policy then in effect), if the Participant ceases to be employed
by the Company prior to the complete expiration of the Vesting Period , 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 Compensation Committee of 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 a 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.


 


IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed by a duly authorized officer and the Participant has executed this Agreement effective as
of the date first above written.


 


	 	LEXINGTON REALTY TRUST
	 	 
	 	By:	 
	 	Name:
	 	Title:   Authorized Officer
	 	 
	 	PARTICIPANT
	 	 


 



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