(Executive
Officers)
 CAPLEASE,
INC.
 
 Stock
Award Agreement
  THIS
AGREEMENT dated the ____ day of _______ 20__, between CAPLEASE, INC., a Maryland
corporation (the “Company”), and _________ (the “Participant”), is made pursuant
and subject to the provisions of the Company’s 2004 Stock Incentive Plan (the
“Plan”), a copy of which has been made available to the
Participant.  All terms used herein that are defined in the Plan have
the same meaning given them in the Plan.
  1.           Stock
Award.  Pursuant to the Plan, the Company, on ________ __, 20__
(the “Date of Grant”) granted to the Participant, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, a Stock Award covering _________ shares of Common Stock, hereafter
described as the “Shares.”
  2.           Restrictions.  Except
as provided in this Stock Award Agreement (“Agreement”), the Shares are
nontransferable and are subject to a substantial risk of
forfeiture.
  3.           Vesting.Subject to
Paragraph 6 and except as provided in Paragraphs 4 and 5 below, the
Participant’s interest in the Shares granted under this Agreement shall become
nonforfeitable and transferable (“Vested”) [(i) as to ________ shares, in
[five][three] annual installments commencing on the one-year anniversary of the
Date of Grant (the “Time Vesting Shares”) and (ii) as to ________ shares, over a
[five][three] year period ending on the [fifth][third] anniversary of the Date
of Grant (the “Performance Termination Date”) if the restrictions lapse or
expire based on the attainment of performance criteria determined by the
Administrator in its sole discretion (the “Performance Vesting
Shares”).  [One-fifth][One-third] of the Performance Vesting Shares
shall be available for Vesting annually (beginning on the first anniversary of
the Date of Grant); provided, however, that any Performance Vesting Shares which
fail to Vest will accumulate and not be forfeited but shall be available for
Vesting in subsequent years until the Performance Termination Date at which time
all Performance Vesting Shares which have not Vested shall be
forfeited.]
  4.           Death, Disability or
Termination.Paragraph 3 to the contrary notwithstanding, if,
prior to the forfeiture of the Shares under Paragraph 6, the Participant dies or
becomes Disabled while in the employ of the Company or an Affiliate or
terminates employment for Good Reason or is terminated other than for Cause, all
Shares that are not then Vested shall become Vested as of the date of the
Participant’s death, Disability, termination for Good Reason or termination
other than for Cause.  For purposes of Paragraphs 4 and 6 of this
Agreement, Disability, Good Reason, and Cause shall have the same meaning as set
forth in the Employment Agreement between the Company and the Participant as in
effect on the date hereof.
  5.           Change in
Control.Notwithstanding any other provision of this
Agreement, all Shares not previously forfeited shall become Vested on a Control
Change Date in accordance with the Plan.


Pages 1
of 4




6.           Forfeiture.All
Shares that are not then Vested shall be forfeited if the Participant’s
employment with the Company terminates for any reason other than on account of
the Participant’s death, Disability, termination for Good Reason or termination
other than for Cause.
  7.           Fractional
Shares.  Fractional shares shall not Vest hereunder, and when
any provision hereof may cause a fractional share to Vest, any Vesting in such
fractional share shall be postponed until such fractional share and other
fractional shares equal a Vested whole share.
  8.           Change in Capital
Structure.  The terms of this Agreement shall be adjusted as
the Board determines is equitably required in the event the (a) Company (i)
effects one or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (ii) engages in a transaction to which Section 424
of the Code applies or (b) there occurs any other event which, in the judgment
of the Board, necessitates such action.
  9.           Governing Law.  This
Agreement shall be governed by the laws of the State of New York.
  10.           Stock Power.With
respect to any Shares that are forfeited in accordance with Paragraph 6, the
Participant hereby irrevocably appoints the Company’s Secretary as his attorney
to transfer any forfeited Shares on the books of the Company with full power of
substitution in the premises.  The Company’s Secretary shall use the
authority granted in this Paragraph 10 to cancel any Shares that are forfeited
in accordance with Paragraph 6.  The authority granted in this
Paragraph 10 shall terminate with respect to Shares on the date that such Shares
become Vested in accordance with Paragraphs 3 or 4.
  11.           Shareholder
Rights.The Participant shall have all of the rights of a
Shareholder with respect to the Shares, including the right to vote the Shares
and receive dividends thereon, from the Date of Grant and prior to a forfeiture
of the Shares.  On and after the date that any Shares are forfeited in
accordance with Paragraph 6 the Participant shall have no further rights as a
Shareholder with respect to the forfeited Shares.  The Company shall
retain custody of the certificates evidencing the Shares until the Shares become
Vested in accordance with Paragraphs 3 or 4 at which time the Company shall
deliver to the Participant a certificate evidencing the Vested
Shares.
  12.           No Right to Continued
Employment.  This Agreement does not confer upon the
Participant any right with respect to continuance of employment by the Company
or an Affiliate nor shall it interfere in any way with the right of the Company
or an Affiliate to terminate his employment at any time.
  13.           Conflicts.  In the
event of any conflict between the provisions of the Plan as in effect on the
date hereof and the provisions of this Agreement, the provisions of the Plan
shall govern.  All references herein to the Plan shall mean the Plan
as in effect on the date hereof.
  14.           Participant Bound by
Plan.  The Participant hereby acknowledges that a copy of the
Plan has been made available to him and agrees to be bound by all the terms and
provisions thereof.


Pages 2
of 4


15.           Binding
Effect.  Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Participant and the
successors of the Company.


Pages 3
of 4




IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly
authorized officer, and the Participant has affixed his signature
hereto.


CAPLEASE,
      INC.By:Participant










Pages 4
of 4