exhibit10_19.htm


    
      

      

    

    FORM
      OF

    RESTRICTED
      STOCK AWARD AGREEMENT

    (Non-Employee
      Directors)

    


    


    


    THIS
      RESTRICTED STOCK AWARD AGREEMENT
      (the "Agreement") is entered into as of the   day of January,
      20 , by and between Urstadt Biddle Properties Inc., a Maryland
      corporation (the "Company"), and, a Director of the Company (the
      "Participant").

    


    WITNESSETH:

    


    WHEREAS,
      the Company has adopted,
      through appropriate action of its Board of Directors and its shareholders,
      the
      Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award
      Plan
      (as amended, the "Plan"); and

    


    WHEREAS,
      the Company desires to grant a
      Restricted Stock Award to the Participant under the Plan on the terms and
      conditions hereinafter set forth; and

    


    WHEREAS,
      the Participant desires to
      accept such Restricted Stock Award of the Company subject to the terms and
      conditions of this Agreement and the Plan;

    


    NOW,
      THEREFORE, in consideration of the
      promises and the mutual covenants hereinafter contained, and other good and
      valuable consideration, receipt of which is hereby acknowledged, the Company
      and
      the Participant do mutually covenant and agree as follows:

    


    


    1.           Grant
      of Restricted Stock.  Subject to the terms and conditions
      hereinafter set forth, the Participant is hereby granted a Restricted Stock
      Award of (          ) Common
      Shares, par value $.01 per share, and
      (         ) Class A Common Shares,
      par value $.01 per share, of the Company (collectively the "Restricted
      Stock").

    


    2.          
      Issuance
      of Restricted Stock.  The number of shares of Restricted Stock
      granted under Section 1 hereof shall be recorded on the books of the Company
      in
      the name of the Participant.  The Company shall instruct its stock
      transfer agent to place a stop transfer order on the Restricted Stock until
      such
      time as the Restrictions thereon shall lapse.  In the event that the
      Participant shall forfeit all or any portion of the Restricted Stock, the shares
      which are forfeited automatically shall be transferred back to the
      Company.

    


    3.           Vesting.   The
      Participant shall vest in the Restricted Stock Award granted hereunder, and
      all
      Restrictions thereon shall lapse, upon the fifth anniversary of the date of
      grant hereunder if the Participant is still a Director of the Company on that
      date.  Except as provided by Paragraph 4(b) and (c) below, prior to
      such fifth anniversary, no portion of the Restricted Stock Award shall be
      vested.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


                   
      4.           Termination
      as a Director.

    


    In
      the
      event that during the term of the Restricted Period the Participant’s status as
      a non-employee Director of the Company terminates:

     

    
      	
              (a)  

            	
              for
                any reason other than death, Disability or Retirement, the Participant
                shall forfeit any and all Restricted Stock Awards whose Restrictions
                have
                not lapsed; or,

            


    

    


    
      	
              (b)  

            	
              by
                reason of death or Disability, the Restrictions on any and all Awards
                shall lapse on the date of such termination;
                or,

            


    

     

    
      	
              (c)  

            	
              by
                reason of Retirement, all Awards shall continue to vest as if Retirement
                had not occurred until such time as the Restrictions lapse; provided,
                however, that if the retired Participant, prior to the completion
                of any
                or all Restricted Periods, accepts employment or provides services
                to any
                organization other than the Company that is engaged primarily in
                the
                ownership and/or management or brokerage of shopping centers in The
                New
                York – Northern New Jersey – Long Island, NY-NJ-CT-PA, Metropolitan
                Statistical Area as defined by the Bureau of Labor Statistics, the
                Participant will forfeit any and all Restricted Stock Awards whose
                Restrictions have not lapsed.

            


    

     

    5.           Forfeiture.  All
      shares of non-vested Restricted Stock shall be automatically forfeited to the
      Company if the Board of Directors of the Company determines that the Participant
      has breached a material contract obligation to the Company, including without
      limitation, material provisions in any confidentiality agreement.

    


    6.           Rights
      to Dividends.  Subject to the terms and conditions hereof, during
      the Restricted Period the Participant shall have the right to receive any
      dividends declared and other distributions paid with respect to the shares
      of
      Restricted Stock as such are declared and paid to shareholders with respect
      to
      Common Shares and Class A Common Shares of the Company generally.

    


    7.           Withholding
      Tax Liability.  The Company shall have the right to withhold any
      income or other taxes due upon transfer of shares to the Participant or the
      lapse of Restrictions, including the right to withhold shares or sell shares
      where appropriate.

    


    8.           Transfer
      Restrictions.  Except as provided by the resolutions adopted by
      the Compensation Committee of the Board of Directors of the Company on November
      6, 2002 (the “Resolutions”), the shares of Restricted Stock may not be
      transferred, assigned, pledged, hypothecated or otherwise encumbered, and shall
      not be subject to execution, attachment, garnishment or other similar legal
      processes.  In the event of a permitted Assignment pursuant to the
      Resolutions, the Restricted Stock Award shall continue to be subject to all
      other terms and conditions set forth in this Agreement.  Except as
      aforesaid, upon any attempt to transfer, assign, pledge, hypothecate or
      otherwise encumber or dispose of such shares, the shares immediately shall
      be
      forfeited to the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    9.           Construction;
      No Contract of Continuing Engagement.  Nothing contained in this
      Agreement, nor the granting of the Restricted Stock Award hereunder, shall
      be
      construed as giving the Participant or any other person any legal or equitable
      rights against the Company or any subsidiary or any director, officer, employee
      or agent thereof, except for those rights as are herein
      provided.  Under no circumstances shall this Agreement be construed as
      an express or implied agreement that the Participant shall continue as a
      Director of the Company, nor shall the Restricted Stock Award granted hereunder
      in any manner obligate the Company, or any subsidiary or affiliate of the
      Company, to continue such relationship with the Participant.

    


    10.       
      Miscellaneous.  This Agreement is subject to the terms and
      conditions of the Plan, as the Plan may be from time to time
      amended.  The provisions of the Plan are incorporated herein by
      reference, and the capitalized terms used but undefined herein shall have the
      same meanings as set forth in the Plan.  The Participant acknowledges
      receipt of a copy of the Plan and agrees to be bound by all the terms and
      provisions thereof.  Any inconsistency between this Agreement and the
      Plan shall be resolved in favor of the Plan.

    


    


    


                                        URSTADT
      BIDDLE
      PROPERTIES INC.

    


    


    


                                         By________________________________

                                         Name:                   

                                         Title:

    


    


    


                                         PARTICIPANT

    


    


    


                                         ___________________________________