Exhibit 10.3


 


LTIP UNIT AGREEMENT


 


Under the STAG Industrial, Inc.


2010 Equity Incentive Plan


(Officers and Employees)


 


	
  Name of
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  No. of
  LTIP Units:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
                    ,
  2010

  
	
   

  	
   

  	
   

  
	
  Final
  Acceptance Date:

  	
   

  	
                    , 2010

  



 


Pursuant to the STAG
Industrial, Inc. 2010 Equity Incentive Plan as amended through the date
hereof (the “Plan”) and the Amended and Restated Agreement of Limited
Partnership, dated as of
              ,
2010, as amended through the date hereof (the “Partnership Agreement”), of STAG
Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”),
STAG Industrial, Inc., a Maryland corporation and the indirect general
partner of the Partnership (the “Company”), for the provision of services to or
for the benefit of the Partnership in a partner capacity or in anticipation of
being a partner, hereby grants to the Grantee named above an Other Equity-Based
Award (an “Award”) in the form of, and by causing the Partnership to issue to
the Grantee named above, LTIP Units (as defined in the Partnership Agreement).
Upon acceptance of this LTIP Unit Agreement (this “Agreement”), the Grantee
shall receive, effective as of the Grant Date, the number of LTIP Units
specified above, subject to the restrictions and conditions set forth herein
and in the Partnership Agreement.  Unless
defined in this agreement, capitalized terms shall have the meaning given to
them in the Partnership Agreement.


 


1.             Acceptance
of Agreement. The Grantee shall have no rights with respect to
this Agreement unless he or she shall have accepted this Agreement prior to the
close of business on the Final Acceptance Date specified above by
(i) signing and delivering to the Partnership a copy of this Agreement and
(ii) unless the Grantee is already a Limited Partner (as defined in the
Partnership Agreement), signing, as a Limited Partner, and delivering to the
Partnership a counterpart signature page to the Partnership Agreement
(attached hereto as Exhibit A ). Upon acceptance of this Agreement
by the Grantee, the Partnership Agreement shall be amended to reflect the
issuance to the Grantee of the LTIP Units so accepted, effective as of the
Grant Date. Thereupon, the Grantee shall have all the rights of a Limited
Partner of the Partnership with respect to the number of LTIP Units specified
above, as set forth in the Partnership Agreement, subject, however, to the
restrictions and conditions specified in Section 2  below.


 


2.             Restrictions and Conditions.


 


(a)           The records of the Partnership evidencing the LTIP Units
granted herein shall bear an appropriate legend, as determined by the
Partnership in its sole discretion, to the effect that such LTIP Units are
subject to restrictions as set forth herein and in the Partnership Agreement.


 


(b)           LTIP Units granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to the expiration of the forfeiture period applicable to such LTIP Units,
and thereafter, only to the extent permitted by the Partnership Agreement.


 

















 


(c)           Subject to the terms of the Grantee’s employment
agreement, if any, if the Grantee’s employment with the Company and its
subsidiaries is voluntarily or involuntarily terminated for any reason prior to
the end of the forfeiture period for the LTIP Units granted herein, the
Partnership shall cause the forfeitable LTIP Units to be forfeited by the
Grantee or the Grantee’s legal representative. The Partnership shall provide
written notice of the forfeiture to the Grantee or the Grantee’s legal
representative not later than 90 days following such termination of
employment.  The parties agree that any
forfeited LTIP Units shall represent liquidated damages resulting from the
event causing the forfeiture. 
Notwithstanding the provisions of this Section 2(c), in the event
that the Grantee ceases for any reason to be employed by the Company and its
affiliates but remains a director of the Company or is engaged within 10 days
of such Grantee’s termination as a consultant or other service provider to the
Company or the Partnership pursuant to a written agreement, then the forfeiture
periods on such Grantee’s LTIP Units shall continue to expire, uninterrupted,
pursuant to Section 3 below until such time as Grantee is no longer a
director of the Company or engaged as a consultant or other service provider to
the Company or the Partnership at which time all remaining forfeitable LTIP
Units shall be forfeited by such Grantee.


 


3.             Expiration
of Forfeiture Period. The restrictions and
conditions in Section 2 of this Agreement shall expire at the end
of the forfeiture period specified in the following schedule, so long as the
Grantee remains an employee of the Company or a subsidiary of the Company, or
as provided in Section 2(c) above, from the Grant Date until the end
of such forfeiture period.  If a series
of dates is specified, then the restrictions and conditions in Section 2
shall expire only with respect to the percentage of LTIP Units accepted by the
Grantee hereunder for which the expiration of the applicable forfeiture period
applies.


 


 


 


	
   

  	
   

  	
  End of

  	
   

  
	
  Fraction of

  	
   

  	
  Forfeiture

  	
   

  
	
  LTIP Units

  	
   

  	
  Period

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1/5

  	
   

  	
           ,
  2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1/5

  	
   

  	
           ,
  2012

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1/5

  	
   

  	
           ,
  2013

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1/5

  	
   

  	
           ,
  2014

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1/5

  	
   

  	
           ,
  2015

  	
   

  



 


Subsequent
to the expiration of the applicable forfeiture period, the LTIP Units on which
all restrictions and conditions have expired shall no longer be deemed
restricted.


 


4.             Acceleration
of Forfeiture Period in Special Circumstances. If
(i) the Grantee’s employment with the Company and its subsidiaries ceases
by reason of death or incapacity due to physical or mental illness or
disability or (ii) a Change in Control (as defined in Section 2(e) of
the Plan) occurs, any restrictions and conditions imposed by Section 2
above on all LTIP Units subject to this Award shall be deemed waived by the
Compensation Committee and the forfeiture period for all LTIP Units granted
hereby shall automatically terminate and be deemed to have expired for all
purposes.


 


5.             Distributions. Distributions
on the LTIP Units shall be paid currently to the Grantee in accordance with the
terms of the Partnership Agreement.


 


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6.             Incorporation
of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan. Capitalized terms used in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.


 


7.             Covenants. The Grantee
hereby covenants as follows:


 


(a)           So long as the Grantee holds any LTIP Units, the Grantee
shall disclose to the Partnership in writing such information as may be
reasonably requested with respect to ownership of LTIP Units as the Partnership
may deem reasonably necessary to ascertain and to establish compliance with
provisions of the Internal Revenue Code of 1986, as amended (the “Code”),
applicable to the Partnership or to comply with requirements of any other
appropriate taxing authority.


 


(b)           The Grantee hereby agrees to make an election under Section 83(b) of
the Code with respect to the LTIP Units awarded hereunder, and has delivered
with this Agreement a completed, executed copy of the election form attached
hereto as Exhibit B. The Grantee agrees to file the election (or to
permit the Partnership to file such election on the Grantee’s behalf) within
thirty (30) days after the Grant Date with the IRS Service Center at which
such Grantee files his or her personal income tax returns, and to file a copy
of such election with the Grantee’s U.S. federal income tax return for the
taxable year in which the LTIP Units are awarded to the Grantee.


 


(c)           The Grantee hereby agrees not to dispose of the LTIP Units
subject to this Award within two years of receipt of such LTIP Units. The
Partnership and the Grantee hereby agree to treat the Grantee as the owner of
the LTIP Units from the Grant Date. The Grantee hereby agrees to take into
account the distributive share of Partnership income, gain, loss, deduction,
and credit associated with the LTIP Units in computing the Grantee’s income tax
liability for the entire period during which the Grantee has the LTIP Units.


 


(d)           The Grantee hereby recognizes that the IRS has proposed
regulations under Sections 83 and 704 of the Code that may affect the
proper treatment of the LTIP Units for federal tax purposes. In the event that
those proposed regulations are finalized, the Grantee hereby agrees to
cooperate with the Partnership in amending this Agreement and the Partnership
Agreement, and to take such other action as may be required, to conform to such
regulations.


 


(e)           Grantee has read the Partnership Agreement, and has had
his or her tax advisors review it or has waived the right to do so.


 


8.             Transferability. This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.


 


9.             Amendment. The Grantee
acknowledges that the Plan may be amended or terminated in accordance with Section 7(e) thereof
and that this Agreement may be amended or canceled by the Compensation
Committee, on behalf of the Partnership, for the purpose of satisfying changes
in law or for any other lawful purpose, provided that no such action shall
adversely affect (i) LTIP Units, for which the applicable forfeiture
period has expired, so that the LTIP Units are no longer be deemed restricted
and are not subject to forfeiture or (ii) the Grantee’s rights under this
Agreement without the Grantee’s written consent.


 


10.          No
Obligation to Continue Employment; Services Provided to the Partnership. (a) Neither
the Company nor any affiliate of the Company is obligated by or as a result of
the Plan or this Agreement to continue the Grantee in employment and neither
the Plan nor this Agreement shall interfere 


 


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in any way with the right of the Company or any
affiliate of the Company to terminate the employment of the Grantee at any
time.


 


(b)  The Company and the Partnership shall
permit the Grantee to render services to the Partnership in his or her capacity
as a partner of the Partnership as consideration for the grant of a
compensatory interest in the future profits of the Partnership in the form of
the LTIP Units granted to Grantee hereunder (which providing of services to the
Partnership shall be authorized by Grantee’s employment agreement with the
Company).


 


11.          Notices. Notices hereunder shall be mailed or delivered to the Partnership at
its principal place of business and shall be mailed or delivered to the Grantee
at the address on file with the Partnership or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.


 


12.          Governing
Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, applied without regard to conflict of law principles. The parties
agree that any action or proceeding arising directly, indirectly or otherwise
in connection with, out of, related to or from this Agreement, any breach
hereof or any action covered hereby, shall be resolved within the Commonwealth
of Massachusetts and the parties hereto consent and submit to the jurisdiction
of the federal and state courts located within Suffolk County, Massachusetts.
The parties hereto further agree that any such action or proceeding brought by
either party to enforce any right, assert any claim, obtain any relief
whatsoever in connection with this Agreement shall be brought by such party
exclusively in federal or state courts located within Suffolk County,
Massachusetts.


 


[Remainder
of page left blank intentionally]


 


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  STAG
  INDUSTRIAL, INC., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
  STAG
  INDUSTRIAL OPERATING PARTNERSHIP, L.P.,

  a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STAG Industrial GP, LLC, Inc.,
  a Delaware limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  STAG Industrial, Inc.,
  a Maryland corporation, its member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
  Date:

  



 


5

















 


The foregoing agreement is
hereby accepted and the terms and conditions thereof hereby agreed to by the
Grantee.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  
	
   

  	
  Grantee’s name and
  address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


6

















 


STAG
INDUSTRIAL OPERATING PARTNERSHIP, L.P.


 


Limited
Partner Signature Page


 


The Grantee, desiring to
become a Limited Partner of STAG Industrial Operating Partnership, L.P., a
Delaware limited partnership (the “Partnership”), hereby becomes a party to the
Amended and Restated Agreement of Limited Partnership, as amended and in effect
from time to time (the “Partnership Agreement”), to which STAG Industrial GP,
LLC, a Delaware limited liability company, is a party as the general partner
and to which STAG Industrial, Inc., a Maryland corporation, and certain
other persons are parties as limited partners. 
The Grantee hereby agrees to all of the provisions of the Partnership
Agreement and agrees that this signature page may be attached to any
counterpart copy of the Partnership Agreement.


 


	
   

  	
  Signature
  Line for Limited Partner:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  



 


Effective Date:


 


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ELECTION
TO INCLUDE IN GROSS INCOME IN YEAR OF


TRANSFER
OF PROPERTY PURSUANT TO SECTION 83(B)


OF THE
INTERNAL REVENUE CODE


 


The undersigned hereby makes
an election pursuant to Section 83(b) of the Internal Revenue Code
with respect to the property described below and supplies the following
information in accordance with the regulations promulgated thereunder:


 


1.                                       The name,
address and taxpayer identification number of the undersigned are:


 


Name:
                                                                                          
(the “Taxpayer”)


 


Address:


 


 


 


Social Security No./Taxpayer
Identification No.:


 


2.                                       Description of
the property with respect to which the election is being made:


 


The
election is being made with respect to
           LTIP Units in STAG
Industrial Operating Partnership, L.P. (the “Partnership”).  The LTIP units represent an interest in
future profits of such entity received for services rendered to such entity in
a partner capacity.


 


3.                                       The date on
which the LTIP Units were transferred
is                  ,
20    .  The taxable
year to which this election relates is calendar year
20    .


 


4.                                       Nature of
restrictions to which the LTIP Units are subject:


 


(a)                                  Until the LTIP
Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP
Units, and the Taxpayer may not dispose of the LTIP Units within two years of
receipt of such LTIP Units.


 


(b)                                 The LTIP Units
are subject to time-based vesting with one-fifth (1/5) vesting on each of
                ,
2011, 2012, 2013, 2014, and 2015, provided that the Taxpayer remains an
employee of STAG Industrial, Inc., Inc. (the “Company”) or its
subsidiaries through such dates, subject to acceleration in the event of
certain extraordinary transactions or circumstances.  Unvested LTIP Units are subject to forfeiture
in the event of failure to vest based on the passage of time and continued
employment with the Company or its subsidiaries.


 


5.                                       The fair market
value at the time of transfer (determined without regard to any restrictions
other than restrictions which by their terms will never lapse) of the LTIP
Units with respect to which this election is being made was $0 per LTIP Unit.


 


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6.                                       The amount paid
by the Taxpayer for the LTIP Units was zero per LTIP Unit.


 


7.                                       A copy of this
statement has been furnished to the Partnership and to the sole member of its
general partner, STAG Industrial, Inc.


 


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


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