exhibit10_21.htm


    
      

      

    

    FORM
      OF

    RESTRICTED
      STOCK AWARD AGREEMENT

    (Employee
      Director – Alternate Version)

    


    


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

    


    


    WITNESSETH:

    


    


    WHEREAS,
      the Company has adopted,
      through appropriate action of its Board of Directors, 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 employed by the Company on that date.  Except as
      provided in Paragraph 4(b) below, prior to such fifth anniversary, no portion
      of
      the Restricted Stock Award shall be vested.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.           Termination
      of Employment During the Restricted Period.

    


    In
      the
      event that during the term of the Restricted Period the Participant’s status as
      an employee of the Company terminates:

     

    
      	
              (a)  

            	
              for
                any reason other than death or Disability, the Participant shall
                forfeit
                the Restricted Stock evidenced by this Agreement;
                or,

            


    

    


    
      	
              (b)  

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

            


    

     

    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 employment or 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 Employment.  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
      contract of continuing employment for the Participant, nor shall the Restricted
      Stock Award granted hereunder in any manner obligate the Company, or any
      subsidiary or affiliate of the Company, to continue the employment of 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.  Since the Participant has
      attained the age when he is eligible for Retirement, as defined in the Plan,
      the
      parties acknowledge that the provisions of paragraphs three and four above
      may
      differ from the Plan, but such provisions reflect the intent of the Compensation
      Committee administering the Plan.  Except with respect to such
      paragraphs, any inconsistency between this Agreement and the Plan shall be
      resolved in favor of the Plan.

    


    


    


                                    URSTADT
      BIDDLE
      PROPERTIES INC.

    


    


    


                                    By________________________________

                                    Name:                   

                                    Title:

    


    


    


                                    PARTICIPANT

    


    


    


                                    ___________________________________