Exhibit 10.24.1


    
      

      

    

     

    RESTRICTED
      STOCK AWARD AGREEMENT

    


    


    


    


    THIS
      RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered into as of the
       _
      day of
      ___________,
      _____,
      by and
      between Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"),
      and ______________________,
      a
      Director of the Company (the "Participant"). 

    


    WITNESSETH:

    


    WHEREAS,
      the Company has adopted, through appropriate action of its Board of Directors
      and its shareholders, the Urstadt Biddle Properties Inc. Amended and Restated
      Restricted Stock Award Plan (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 from 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 a Director of the Company on that
      date. Except as provided in Paragraph 4(b) and (c) below, prior to such fifth
      anniversary, no portion of the Restricted Stock Award shall be
      vested.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    


    4. Termination
      as a Director.
      

    


    In
      the
      event that during the term of the Restricted Period the Participant’s status as
 a
      non-employee Director of the Company terminates:

     

    
      	(a)  	
              for
                any reason other than death, Disability or Retirement, the Participant
                shall forfeit any and all Restricted Stock Awards whose Restrictions
                have
                not lapsed; or,

            


    

    


    
      	(b)  	
              by
                reason of death or Disability, the Restrictions on any and all Awards
                shall lapse on the date of such termination;
                or,

            


    

     

    
      	(c)  	
              by
                reason of Retirement, all Awards shall continue to vest as if Retirement
                had not occurred until such time as the Restrictions lapse; provided,
                however, that (1) if Retirement occurs prior to the fifth anniversary
                of
                the date of this Award, then the total number of shares subject to
                this
                Award shall be reduced to an amount equal to the total number of
                shares
                subject to this Award multiplied by a fraction, the numerator of
                which
                shall be equal to the number of months or partial months that have
                elapsed
                between the date of the Award and the date of Retirement and the
                denominator of which shall be sixty (60), and (2) if the retired
                Participant, prior to the completion of any or all Restricted Periods,
                accepts employment or provides services to any organization other
                than the
                Company that is engaged primarily in the ownership and/or management
                or
                brokerage of shopping centers in The New York - Northern New Jersey
                - Long
                Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined by
                the
                Bureau of Labor Statistics, the Participant will forfeit any and
                all
                Restricted Stock Awards whose Restrictions have not
                lapsed.

            


    

     

    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 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 Continuing Engagement.
      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 agreement that the Participant shall continue as a Director of the
      Company, nor shall the Restricted Stock Award granted hereunder in any manner
      obligate the Company, or any subsidiary or affiliate of the Company, to continue
      such relationship with 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. Any inconsistency between this Agreement and the Plan shall be resolved
      in favor of the Plan.

    


    


    


    URSTADT
      BIDDLE PROPERTIES INC.

    


    


    


    By________________________________

    Name:  

    Title:  

    


    


    


    PARTICIPANT

    


    ___________________________________