exv10w37






Exhibit 10.37




YOUNAN PROPERTIES, INC.

AND YOUNAN PROPERTIES, L.P.

2010 INCENTIVE AWARD PLAN



RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT



     Younan Properties, Inc., a Maryland corporation, (the “Company”), pursuant to its 2010
Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the
“Participant”), in consideration of the mutual agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of
shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock award
is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award
Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including
without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and
the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant
Notice (the “Grant Notice”) and the Restricted Stock Agreement.




			
	Participant:	 	   






			
	Grant Date:	 	   






			
	Total Number of Shares of
Restricted Stock:	 	   Shares






			
	Vesting Commencement Date:	 	   






			
	Vesting Schedule:	 	[To be specified in individual Grant Notices.]





     By his or her signature and the Company’s signature below, the Participant agrees to be bound
by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. The
Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement
and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator of the Plan upon any questions arising under the
Plan, this Grant Notice and/or the Restricted Stock Agreement. If the Participant is married, his
or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.



	 	 	 	 	 	 	 
	YOUNAN PROPERTIES, INC.: Holder:	 	PARTICIPANT:
	 
	By:
	 	 	 	By:	 	 
	 
	 	 	 	 	 	 
	Print Name:
	 	 	 	Print Name:	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Address:

	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 





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EXHIBIT A

TO RESTRICTED STOCK AWARD GRANT NOTICE



YOUNAN PROPERTIES RESTRICTED STOCK AWARD AGREEMENT



     Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this
Restricted Stock Award Agreement (the “Agreement”) is attached, Younan Properties, Inc., a Maryland
corporation (the “Company”) has granted to the Participant the number of shares of Restricted Stock
(the “Shares”) under the Younan Properties, Inc. and Younan Properties, L.P. 2010 Incentive Award
Plan, as amended from time to time (the “Plan”), as set forth in the Grant Notice.



ARTICLE I.




GENERAL



     1.1 Incorporation of Terms of Plan. The Award is subject to the terms and conditions
of the Plan, which are incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.



ARTICLE II.




AWARD OF RESTRICTED STOCK



     2.1 Award of Restricted Stock.



          (a) Award. In consideration of the Participant’s past and/or continued employment
with or service to the Company or its Affiliates, and for other good and valuable consideration
which the Administrator has determined exceeds the aggregate par value of the Common Stock subject
to the Award (as defined below), as of the Grant Date, the Company issues to the Participant the
Award described in this Agreement (the “Award”). The number of Shares subject to the Award is set
forth in the Grant Notice. The Participant is an Employee, Director or Consultant of the Company
or one of its Affiliates.




          (b) Book Entry Form; Certificates. At the sole discretion of the Administrator, the
Shares will be issued in either (i) uncertificated form, with the Shares recorded in the name of
the Participant in the books and records of the Company’s transfer agent with appropriate notations
regarding the restrictions on transfer imposed pursuant to this Agreement, and upon vesting and the
satisfaction of all conditions set forth in Section 2.2(d) hereof, the Company shall cause
certificates representing the Shares to be issued to the Participant; or (ii) certificated form
pursuant to the terms of Sections 2.1(c) and (d) below.




          (c) Legend. Certificates representing Shares issued pursuant to this Agreement shall,
until all Restrictions (as defined below) imposed pursuant to this Agreement lapse or shall have
been removed and the Shares shall thereby have become vested or the Shares represented thereby have
been forfeited hereunder, bear the following legend (or such other legend as shall be determined by
the Administrator):





“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF A RESTRICTED STOCK
AWARD AGREEMENT, BY AND BETWEEN YOUNAN PROPERTIES, INC. AND THE REGISTERED OWNER OF
SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR



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INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”



          (d) Escrow. The Secretary of the Company or such other escrow holder as the
Administrator may appoint may retain physical custody of any certificates representing the Shares
until all of the Restrictions on transfer imposed pursuant to this Agreement lapse or shall have
been removed; in such event, the Participant shall not retain physical custody of any certificates
representing unvested Shares issued to him or her. The Participant, by acceptance of the Award,
shall be deemed to appoint, and does so appoint, the Company and each of its authorized
representatives as the Participant’s attorney(s)-in-fact to effect any transfer of unvested
forfeited Shares (or Shares otherwise reacquired by the Company hereunder) to the Company as may be
required pursuant to the Plan or this Agreement and to execute such documents as the Company or
such representatives deem necessary or advisable in connection with any such transfer.




          (e) Delivery of Certificates Upon Vesting. As soon as administratively practicable
after the vesting of any Shares subject to the Award pursuant to Section 2.2(b) or Section 2.2(c)
hereof, as applicable, the Company shall, as applicable, either remove the notations on any Shares
subject to the Award issued in book entry form which have vested or deliver to the Participant a
certificate or certificates evidencing the number of Shares subject to the Award which have vested
(or, in either case, such lesser number of Shares as may be permitted pursuant to Section 11.2 of
the Plan). The Participant (or the beneficiary or personal representative of the Participant in the
event of the Participant’s death or incapacity, as the case may be) shall deliver to the Company
any representations or other documents or assurances required by the Company. The Shares so
delivered shall no longer be subject to the Restrictions hereunder.




     2.2 Restrictions.



          (a) Forfeiture. Any Award which is not vested as of the date of the Participant’s
Termination of Service (after taking into consideration any accelerated vesting and lapsing of
Restrictions which may occur in connection with such Termination of Service (if any)) shall
thereupon be forfeited immediately and without any further action by the Company. For purposes of
this Agreement, in the event that the Participant is both an Employee and a Director, the
Participant shall not be deemed to have incurred a Termination of Service unless and until his or
her status as both an Employee and Director has terminated. For purposes of this Agreement,
“Restrictions” shall mean the restrictions on sale or other transfer set forth in Section 3.2
hereof and the exposure to forfeiture set forth in this Section 2.2(a).




          (b) Vesting and Lapse of Restrictions. Subject to Sections 2.2(a) and 2.2(c), the
Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth in
the Grant Notice (rounding down to the nearest whole Share). Notwithstanding anything contained
herein, the Award shall not vest and the Restrictions shall not lapse to the extent that such
lapsing of Restrictions and vesting is prohibited by Section 13.10 of the Plan.




          (c) Acceleration of Vesting. Notwithstanding Sections 2.2(a) and 2.2(b) hereof (but
subject to the limitations imposed under Section 13.10 of the Plan), the vesting of the Award and
lapsing of Restrictions may be accelerated pursuant to Sections 13.2 and 13.3 of the Plan, as
provided therein. [In addition, the Company and the Participant acknowledge that the vesting of
the Award and lapsing of the Restrictions may be subject to acceleration in the event of a
Termination of Service under certain circumstances in accordance with the Participant’s employment
agreement with the Company dated as of                     
..




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          (d) Tax Withholding. The Company or its Affiliates shall be entitled to require a
cash payment (or to elect, or permit the Participant to elect, such other form of payment
determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or
to deduct from other compensation payable to the Participant any sums required by federal, state or
local tax law to be withheld with respect to the grant or vesting of the Award or the lapse of the
Restrictions hereunder. In satisfaction of the foregoing requirement with respect to the grant or
vesting of the Award or the lapse of the Restrictions hereunder, unless otherwise determined by the
Company, the Company or its Affiliates shall withhold Shares otherwise issuable under the Award
having a fair market value equal to the sums required to be withheld by federal, state and/or local
tax law. The number of Shares which shall be so withheld in order to satisfy such federal, state
and/or local withholding tax liabilities shall be limited to the number of shares which have a fair
market value on the date of withholding equal to the aggregate amount of such liabilities based on
the minimum statutory withholding rates for federal, state and/or local tax purposes that are
applicable to such supplemental taxable income. Notwithstanding any other provision of this
Agreement (including without limitation Section 2.1(b) hereof), the Company shall not be obligated
to deliver any new certificate representing Shares to the Participant or the Participant’s legal
representative or to enter any such Shares in book entry form unless and until the Participant or
the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of
all federal, state and local taxes applicable to the taxable income of the Participant resulting
from the grant or vesting of the Award or the issuance of Shares hereunder.




          (e) Conditions to Delivery of Shares. Subject to Section 2.1 above, the Shares
deliverable under this Award may be either previously authorized but unissued Shares, treasury
Shares or Shares purchased on the open market. Such Shares shall be fully paid and nonassessable.
The Company shall not be required to issue or deliver any Shares under this Award prior to
fulfillment of all of the following conditions:




               (i) The admission of such Shares to listing on all stock exchanges on which the Common Stock
is then listed;



               (ii) The completion of any registration or other qualification of such Shares under any state
or federal law or under rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem
necessary or advisable;



               (iii) The obtainment of any approval or other clearance from any state or federal governmental
agency which the Administrator shall, in its absolute discretion, determine to be necessary or
advisable;



               (iv) The receipt by the Company or its Affiliates of full payment of any applicable
withholding tax;



               (v) The lapse of such reasonable period of time following the grant of this Award as the
Administrator may from time to time establish for reasons of administrative convenience; and



               (vi) The lapse of all Restrictions with respect to the Shares.



     Notwithstanding the foregoing, the issuance of such Shares shall not be delayed to the extent
that such delay would result in a violation of Section 409A of the Code. In the event that the
Company delays the issuance of such Shares because it reasonably determines that the issuance of
such Shares will violate federal securities laws or other applicable law, such issuance shall be
made at the earliest date at which



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the Company reasonably determines that issuing such Shares will not cause such violation, as
required by Treasury Regulation Section 1.409A-2(b)(7)(ii).




          (f) To ensure compliance with the Restrictions, the Common Stock Ownership Limit (as defined
in the Company’s Articles of Incorporation, as amended from time to time), the Aggregate Stock
Ownership Limit (as defined in the Company’s Articles of Incorporation, as amended from time to
time), the provisions of the charter documents of the Company, and/or state and federal securities
and other laws and for other proper purposes, the Company may issue appropriate “stop transfer” and
other instructions to its transfer agent with respect to the Restricted Stock. The Company shall
notify the transfer agent as the Restrictions lapse.




     2.3 Consideration to the Company. In consideration of the grant of the Award by the
Company, the Participant agrees to render faithful and efficient services to the Company or its
Affiliates.



ARTICLE III.




OTHER PROVISIONS



     3.1 Section 83(b) Election. The Participant covenants that he or she will not make an
election under Section 83(b) of the Code with respect to the receipt of any Share without the
consent of the Administrator, which the Administrator may grant or withhold in its sole discretion.
If, with the consent of the Administrator, the Participant makes an election under Section 83(b)
of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the
Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be
taxable under Section 83(a) of the Code, the Participant hereby agrees to deliver a copy of such
election to the Company promptly after filing such election with the Internal Revenue Service.



     3.2 Restricted Stock Not Transferable. Until the Restrictions hereunder lapse or
expire pursuant to this Agreement and the Shares vest, the Restricted Stock (including any Shares
received by holders thereof with respect to Restricted Stock as a result of stock dividends, stock
splits or any other form of recapitalization) shall be subject to the restrictions on
transferability set forth in Section 11.3 of the Plan; provided, however, that this Section 3.2
notwithstanding, with the consent of the Administrator, the Shares may be transferred to one or
more Permitted Transferees, subject to and in accordance with Section 11.3 of the Plan.



     3.3 Rights as Stockholder. Except as otherwise provided herein, upon the Grant Date,
the Participant shall have all the rights of a stockholder with respect to the Shares, subject to
the Restrictions herein, including the right to vote the Shares and the right to receive any cash
or stock dividends paid to or made with respect to the Shares. 



     3.4 Not a Contract of Service. Nothing in this Agreement or in the Plan shall confer
upon the Participant any right to continue to serve as an employee or other service provider of the
Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the
Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate
the services of the Participant at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in a written agreement between the Company or an
Affiliate and the Participant.



     3.5 Governing Law. The laws of the State of California shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



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     3.6 Conformity to Securities Laws. The Participant acknowledges that the Plan and
this Agreement are intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder
by the Securities and Exchange Commission. Notwithstanding anything herein to the contrary, the
Plan shall be administered, and the Award is granted, only in such a manner as to conform to such
laws, rules and regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.



     3.7 Amendment, Suspension and Termination. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any
time or from time to time by the Committee or the Board, provided, however, that, except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the Award in any material way without the prior written consent of
the Participant.



     3.8 Notices. Notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown
in the Company records, and to the Company at its principal executive office.



     3.9 Successors and Assigns. The Company or any Affiliate may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit
of the successors and assigns of the Company and its Affiliates. Subject to the restrictions on
transfer herein set forth, this Agreement shall be binding upon the Participant and his or her
heirs, executors, administrators, successors and assigns.



     3.10 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the
Exchange Act, the Plan, the Award and this Agreement shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.



     3.11 Full Satisfaction; Entire Agreement. This Award is made in full and final
satisfaction of the Company’s and its Affiliates’
obligations arising under Section       of      . The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company and its Affiliates
and the Participant with respect to the subject matter hereof.



     3.12 Limitation on the Participant’s Rights. Participation in the Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual
obligation on the part of the Company as to amounts payable and shall not be construed as creating
a trust. The Plan, in and of itself, has no assets. The Participant shall have only the rights of
a general unsecured creditor of the Company and its Affiliates with respect to amounts credited and
benefits payable, if any, with respect to the Shares issuable hereunder.



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EXHIBIT B

TO RESTRICTED STOCK AWARD GRANT NOTICE



CONSENT OF SPOUSE



     I,                                         , spouse of                                         , have read and approve the foregoing
Restricted Stock Award Agreement (the “Agreement”). In consideration of issuing to my spouse the
shares of the common stock of Younan Properties, Inc. set forth in the Agreement, I hereby appoint
my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and
agree to be bound by the provisions of the Agreement insofar as I may have any rights in said
Agreement or any shares of the common stock of Younan Properties, Inc. issued pursuant thereto
under the community property laws or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the foregoing Agreement.



	 	 	 

	Dated:                     ,      

	 	 
	 

	 	 
	 

	 	Signature of Spouse







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