EXHIBIT 10.5

 

FARMLAND PARTNERS INC.
 2014 EQUITY INCENTIVE PLAN

 

NON-QUALIFIED STOCK OPTION AGREEMENT

 

Farmland Partners Inc., a Maryland corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, $0.01 par value  per share, to the optionee 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.

 

Grant Date:                                      , 20

 

Name of Optionee:

 

Optionee’s Social Security Number:          -      -

 

Number of Shares Covered by Option:

 

Option Price per Share:  $                .  (At least 100% of Fair Market Value)

 

Vesting Schedule [                          ]

 

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.

 

	
Optionee:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 

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FARMLAND PARTNERS INC.
 2014 EQUITY INCENTIVE PLAN

 

NON-QUALIFIED STOCK OPTION AGREEMENT

 

	
Non-Qualified   Option
    	
 
    	
This   Agreement evidences an award of an Option exercisable for that number of   Shares 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. This option   is intended to be a Non-qualified Stock Option under Section 422 of the   Internal Revenue Code and will be interpreted accordingly.
    
	
 
    	
 
    	
 
    
	
Transfer   of Option
    	
 
    	
During   your lifetime, only you (or, in the event of your legal incapacity or   incompetency, your guardian or legal representative) may exercise the Option.   The Option may not be sold, assigned, transferred, pledged, hypothecated or   otherwise encumbered, whether by operation of law or otherwise, nor may the   Option be made subject to execution, attachment or similar process.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   you attempt to do any of these things, this Option will immediately become   forfeited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   these restrictions on transfer, the Plan administrator may authorize, in its   sole discretion, the transfer of a vested Option (in whole or in part) to a   Family Member.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
Your   Option shall vest in accordance with the vesting schedule shown on the cover   sheet so long as you continue in Service on the vesting dates set forth on   the cover sheet and is exercisable only as to its vested portion.
    
	
 
    	
 
    	
 
    
	
Termination   of Service
    	
 
    	
Except   as provided below with respect to Involuntary Terminations occurring within   the 12-month period following the consummation of a Change in Control or in   the case of a termination of Service due to your death or Disability, no   additional portions of the Option will vest after your Service has terminated   for any reason. This Option will become 100% vested upon 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, this option will become 100% vested (i) if it is not assumed,   or equivalent options are not substituted for the options, by the Company or   its successor, or (ii) if assumed or substituted for, upon your   Involuntary Termination within the 12-month period following the consummation   of the Change in Control. Notwithstanding any other provision in this   Agreement, if assumed or substituted for, the option will expire one year   after the date of your termination of Service, for any reason, within such   12-month period.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Involuntary   Termination” means termination of your Service by reason 
    


 

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of   (i) your involuntary dismissal by the Company or its successor for   reasons other than Cause; or (ii) your voluntary resignation for Good   Reason.
    
	
 
    	
 
    	
 
    
	
Forfeiture   of Unvested Options / Term
    	
 
    	
Unless   the termination of your Service triggers accelerated vesting or other   treatment of your Option pursuant to the terms of this Agreement, the Plan,   or in an employment or any other written agreement between the Company or   Affiliate and you, you will automatically forfeit to the Company those   portions of the Option that have not yet vested in the event your Service   terminates for any reason.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your   option will expire in any event at the close of business at Company   headquarters on the day before the 10th anniversary of the Grant Date, as   shown on the cover sheet. Your option will expire earlier if your Service   terminates, as described below.
    
	
 
    	
 
    	
 
    
	
Expiration   of Vested Options After Service Terminates
    	
 
    	
If   your Service terminates for any reason, other than death, Disability or   Cause, then the vested portion of your Option will expire at the close of   business at Company headquarters on the 90th day after your termination date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   your Service terminates because of your death or Disability, or if you die   during the 90-day period after your termination for any reason (other than   Cause), then the vested portion of your Option will expire at the close of   business at Company headquarters on the date twelve (12) months after the   date of your death or termination for Disability.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
During   that twelve (12) month period, your estate or heirs may exercise the vested   portion of your Option.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   your Service is terminated for Cause, then you shall immediately forfeit all   rights to your entire Option and the Option shall immediately expire.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence
    	
 
    	
For   purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your   employer in writing if the terms of the leave provide for continued Service   crediting, or when continued Service crediting is required by applicable law.   Your Service terminates in any event when the approved leave ends unless you   immediately return to active employee work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your   employer may determine, in its discretion, which leaves count for this   purpose, and when your Service terminates for all purposes under the Plan in   accordance with the provisions of the Plan. Notwithstanding the foregoing,   the Company may determine, in its discretion, that a leave counts for this   purpose even if your employer does not agree.
    
	
 
    	
 
    	
 
    
	
Notice   of Exercise
    	
 
    	
The   Option may be exercised, in whole or in part, to purchase a whole number of   vested Shares of not less than 100 shares, unless the number of vested Shares   purchased is the total number available for purchase under the option, by   following the procedures set forth in the Plan and in 
    


 

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this   Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
When   you wish to exercise this Option, you must exercise in a manner required or   permitted by the Company.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   someone else wants to exercise this Option after your death, that person must   prove to the Company’s satisfaction that he or she is entitled to do so.
    
	
 
    	
 
    	
 
    
	
Form of   Payment
    	
 
    	
When   you exercise your Option, you must include payment of the option price   indicated on the cover sheet for the Shares you are purchasing. Payment may   be made in one (or a combination) of the following forms:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      Cash, your personal check, a cashier’s   check, a money order or another cash equivalent acceptable to the Company. 

 

·      Shares which are owned by you and which   are surrendered to the Company. The Fair Market Value of the Shares as of the   effective date of the option exercise will be applied to the option price. 

 

·      By delivery (on a form prescribed by the   Company) of an irrevocable direction to a licensed securities broker   acceptable to the Company to sell Shares and to deliver all or part of the   sale proceeds to the Company in payment of the aggregate option price and any   withholding taxes (if approved in advance by the Committee of the Board if   you are either an executive officer or a director of the Company).
    
	
 
    	
 
    	
 
    
	
Evidence   of Issuance
    	
 
    	
The   issuance of the Shares upon exercise of this Option shall be evidenced in   such a manner as the Company, in its discretion, will deem appropriate,   including, without limitation, book-entry, direct registration or issuance of   one or more Shares certificates.
    
	
 
    	
 
    	
 
    
	
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   Option exercise or sale of Shares acquired under this Option. 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 exercise of   this Option or sale of Shares arising from this Option, 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 an employment or other 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.
    


 

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Stockholder   Rights
    	
 
    	
You,   or your estate or heirs, have no rights as a stockholder of the Company until   the Shares have been issued upon exercise of your Option and either a   certificate evidencing your Shares has been issued or an appropriate entry   has been made on the Company’s books. No adjustments are made for dividends,   distributions or other rights if the applicable record date occurs before   your certificate is issued (or an appropriate book entry is made), except as   described in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your   Option 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.
    
	
 
    	
 
    	
 
    
	
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 Option. 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.
    
	
 
    	
 
    	
 
    
	
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 
    


 

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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 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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