EXHIBIT 10.4

 

FARMLAND PARTNERS INC.

2014 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

Farmland Partners Inc., a Maryland corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value per share (“Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below.  Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given them in the Plan.

 

Name of Grantee:

 

Grantee’s Social Security Number:            -    -

 

Number of Restricted Shares of Common Stock:

 

Grant Date:

 

Vesting Schedule:

 

[           ]

 

[Purchase Price per Share:  $           .]

 

By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and in the Plan, a copy of which is also attached.  You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

 

 

	
Grantee:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

FARMLAND PARTNERS INC.

2014 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

	
Restricted Stock
    	
 
    	
This Agreement evidences an award of Shares   in the number set forth on the cover sheet and subject to the vesting and   other conditions set forth herein, in the Plan and on the cover sheet (the   “Restricted Stock”).
    
	
 
    	
 
    	
 
    
	
Transfer of Unvested Restricted Stock
    	
 
    	
Unvested Restricted Stock may not be sold,   assigned, transferred, pledged, hypothecated or otherwise encumbered, whether   by operation of law or otherwise, nor may the Restricted Stock be made   subject to execution, attachment or similar process. If you attempt to do any   of these things, the Restricted Stock will immediately become forfeited.
    
	
 
    	
 
    	
 
    
	
Issuance and Vesting
    	
 
    	
The Company will issue your Restricted Stock   in the name set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your rights under this Restricted Stock   grant and this Agreement shall vest in accordance with the vesting schedule   set forth on the cover sheet so long as you continue in Service on the   vesting dates set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding your vesting schedule, the   Restricted Stock will become 100% vested upon your termination of Service due   to your death or Disability.
    
	
 
    	
 
    	
 
    
	
Change in Control
    	
 
    	
Notwithstanding the vesting schedule set   forth above, upon the consummation of a Change in Control, the Restricted   Stock will become 100% vested.
    
	
 
    	
 
    	
 
    
	
Evidence of Issuance
    	
 
    	
The issuance of the Shares under the grant   of Restricted Stock evidenced by this Agreement shall be evidenced in such a   manner as the Company, in its discretion, deems appropriate, including,   without limitation, book-entry, direct registration or issuance of one or   more share certificates, with any unvested Restricted Stock bearing the   appropriate restrictions imposed by this Agreement. As your interest in the   Restricted Stock vests, the recordation of the number of Restricted Stock   attributable to you will be appropriately modified if necessary.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested Restricted Stock
    	
 
    	
Unless the termination of your Service   triggers accelerated vesting of your Restricted Stock or other treatment   pursuant to the terms of this Agreement, the Plan, or any other written   agreement between the Company or any Affiliate and you, you will   automatically forfeit to the Company all of the unvested Restricted Stock in   the event you are no longer providing Service.
    


 

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Withholding Taxes
    	
 
    	
You agree as a condition of this grant that   you will make acceptable arrangements to pay any withholding or other taxes   that may be due as a result of the vesting or receipt of the Restricted   Stock. In the event that the Company or any Affiliate determines that any   federal, state, local or foreign tax or withholding payment is required   relating to the vesting or receipt of Shares arising from this grant, the   Company or any Affiliate shall have the right to require such payments from   you, or withhold such amounts from other payments due to you from the Company   or any Affiliate (including withholding the delivery of vested Shares   otherwise deliverable under this Agreement).
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
This Agreement and the grant evidenced   hereby do not give you the right to be retained by the Company or any   Affiliate in any capacity. Unless otherwise specified in a written agreement   between the Company or any Affiliate and you, the Company or any Affiliate   reserves the right to terminate your Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Stockholder Rights
    	
 
    	
You will be entitled to receive all   dividends or other distributions made on outstanding Shares[; provided, that,   any cash dividends will be paid in an amount of Restricted Stock equal to the   per-share dividend paid on the Restricted Stock that you hold as of the   record date for such dividend, which shall be subject to the same vesting,   forfeiture and other conditions as the associated Restricted Stock]. No   adjustments are made for dividends or other rights if the applicable record   date occurs before an appropriate book entry is made (or your certificate is   issued), except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your grant shall be subject to the terms of   any applicable agreement of merger, liquidation or reorganization in the   event the Company is subject to such corporate activity.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
If and to the extent that the Shares are   represented by certificates rather than book entry, all certificates   representing the Shares issued under this grant shall, where applicable, have   endorsed thereon the following legends:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“THE SHARES REPRESENTED BY THIS CERTIFICATE   ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER   AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE   COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A   COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND   WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE   HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
    


 

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To the extent the Shares are represented by   a book entry, such book entry will contain an appropriate legend or   restriction similar to the foregoing.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
If the Company adopts a “clawback” or   recoupment policy, this Award will be subject to repayment to the Company to   the extent so provided under the terms of such policy.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and   enforced under the laws of the State of Maryland, other than any conflicts or   choice of law rule or principle that might otherwise refer construction   or interpretation of this Agreement to the substantive law of another   jurisdiction.
    
	
 
    	
 
    	
 
    
	
The Plan
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Certain capitalized terms used in this Agreement   are defined in the Plan, and have the meaning set forth in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This Agreement and the Plan constitute the   entire understanding between you and the Company regarding this grant. Any   prior agreements, commitments or negotiations concerning this grant are   superseded; except that any written employment, consulting, confidentiality,   non-competition, non-solicitation and/or severance agreement between you and   the Company or any Affiliate shall supersede this Agreement with respect to   its subject matter.
    
	
 
    	
 
    	
 
    
	
Corporate Activity
    	
 
    	
Your grant shall be subject to the terms of   any applicable agreement of merger, liquidation or reorganization in the   event the Company is subject to such corporate activity.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
In order to administer the Plan, the Company   may process personal data about you. Such data includes, but is not limited   to, information provided in this Agreement and any changes thereto, other   appropriate personal and financial data about you such as your contact   information, payroll information and any other information that might be   deemed appropriate by the Company to facilitate the administration of the   Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By accepting this grant, you give explicit   consent to the Company to process any such personal data.
    
	
 
    	
 
    	
 
    
	
Code Section 409A
    	
 
    	
It is intended that this Award comply with   Code Section 409A or an exemption to Code Section 409A. To the   extent that the Company determines that you would be subject to the   additional 20% tax imposed on certain non-qualified deferred compensation   plans pursuant to Code Section 409A as a result of any provision of this   Agreement, such provision shall be deemed amended to the minimum extent   necessary to avoid application of such additional tax. The nature of any such   amendment shall be determined by the Company. For purposes of this Award, a   termination of Service only occurs upon an event that would be a 
    


 

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Separation from Service within the meaning   of Code Section 409A.
    


 

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.

 

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