ex10-1.htm


     

    Exhibit
      10.1

    
 

    LEXINGTON
      REALTY TRUST

    NONVESTED
      SHARE AGREEMENT

    


    This
      AGREEMENT is effective as of January 8, 2008 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 2007 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 the Board of Trustees has approved the grant
      of
      the award to the Participant of the common shares of the Company, par value
      $0.0001, 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 of
      the Company (the “Common Shares”) as of
      January 8, 2008.

     

    (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 may 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: 25%
      on
      January 8, 2008; 25% on January 8, 2009; 25% on January 8, 2010; and 25% on
      January 8, 2011.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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)           
      In the event of (i) a termination of Participant’s employment with the Company
      by the Participant for Good Reason (as defined in the employment agreement,
      between the Participant and the Company in effect at such time (the “Employment
      Agreement”)), (ii) a termination of the Participant’s employment with the
      Company by the Company without Cause (as defined in the Employment Agreement),
      (iii) a Change of Control (as defined in the Employment Agreement), (iv) a
      termination of the Participant’s employment with the Company in a Pre-Change of
      Control Termination (as defined in the Employment Agreement), (v) or the
      Participant’s death, in any such case prior to the expiration of the Vesting
      Period, the Vesting Period shall terminate, and all of the Common Shares not
      theretofore forfeited in accordance with this Agreement shall become fully
      vested and nonforfeitable as of the date of the Change of Control or the
      Participant’s death, as applicable.

     

    (c)           
      If the Participant ceases to be employed by the Company prior to the complete
      expiration of the Vesting Period under circumstances other than those set forth
      in Section 3(b) hereof, 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 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.

     

    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.

     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    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:

              	T.
                Wilson Eglin	 
	 	 	
                Title:

              	Chief
                Executive Officer	 


      

    

     

     

    
      	
            	PARTICIPANT