Exhibit 10.7

 

**STOCK AWARD AGREEMENT**

 

THIS STOCK AWARD AGREEMENT(the “Agreement”), dated as of the day of , governs the stock award granted by TRADE STREET RESIDENTIAL, INC.,a Maryland corporation (the “Company”), to (the “Participant”), in accordance with and subjectto the provisions of the Trade Street Residential, Inc. 2013 Equity Incentive Plan (the “Plan”). A copy of thePlan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaninggiven them in the Plan.

 

**1.          Grantof Stock Award**. In accordance with the Plan, and effective as of                      (the “Date of Grant”), the Companygranted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Stock Award of                       (the “StockAward”).

 

**2.          Vesting**.The Participant’s interest in the shares of Common Stock covered by the Stock Award shall become vested and nonforfeitableto the extent provided in paragraphs (a), (b) and (c) below.

 

(a)    ContinuedEmployment. The Participant’s interest in the shares of Common Stock covered by the Stock Award shall become vested andnonforfeitable in accordance with the following table provided that the Participant remains in the continuous employ of the Companyor an Affiliate from the Date of Grant until the applicable Vesting Date shown in the table:

 

 

For purposes of clarity and illustration, if the Participantremains in the continuous employ of the Company or an Affiliate from the Date of Grant until , then as of that Vesting Date, ofthe shares of Common Stock subject to the Stock Award will have become vested and nonforfeitable.

 

(b)    Changein Control. The Participant’s interest in all of the shares of Common Stock covered by the Stock Award (if not soonervested), shall become vested and nonforfeitable on a Control Change Date if the Participant remains in the continuous employ ofthe Company or an Affiliate from the Date of Grant until the Control Change Date.

 

(c)    Deathor Disability. The Participant’s interest in all of the shares of Common Stock covered by the Stock Award (if not soonervested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliatesends if (i) such employment ends on account of the Participant’s death or because the Participant is “disabled”(as defined in Code section 409A(a)(2)(c)) and (ii) the Participant remains in the continuous employ of the Company or an Affiliatefrom the Date of Grant until the date such employment ends on account of the Participant’s death or because the Participantis disabled.

 

Except as providedin this Section 2, any shares of Common Stock covered by the Stock Award that are not vested and nonforfeitable on or beforethe date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that suchemployment terminates.

 

**3.          Transferability**.Shares of Common Stock covered by the Stock Award that have not become vested and nonforfeitable as provided in Section 2cannot be transferred. Shares of Common Stock covered by the Stock Award may be transferred, subject to the requirements of applicablesecurities laws, after they become vested and nonforfeitable as provided in Section 2.

 

**4.          ShareholderRights**. On and after the Date of Grant and prior to their forfeiture, the Participant shall have all of the rights of ashareholder of the Company with respect to the shares of Common Stock covered by the Stock Award, including the right to vote theshares and to receive, free of all restrictions, all dividends declared and paid on the shares. Notwithstanding the preceding sentence,the Company shall retain custody of the certificates evidencing the shares of Common Stock covered by the Stock Award until thedate that the shares of Common Stock become vested and nonforfeitable and the Participant hereby appoints the Company’s ChiefExecutive Officer and its Secretary as the Participant’s attorneys in fact, with full power of substitution, with the powerto transfer to the Company and cancel any shares of Common Stock covered by the Stock Award that are forfeited under Section2.

 

 

**5.          NoRight to Continued Employment**. This Agreement and the grant of the Stock Award does not give the Participant any rightswith respect to continued employment by the Company or an Affiliate. This Agreement and the grant of the Stock Award shall notinterfere with the right of the Company or an Affiliate to terminate the Participant’s employment.

 

**6.          GoverningLaw**. This Agreement shall be governed by the laws of the State of Florida except to the extent that Florida law would requirethe application of the laws of another State.

 

**7.          Conflicts**.In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisionsof the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

 

**8.          ParticipantBound by Plan**. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant andthe Participant agrees to be bound by all the terms and provisions of the Plan.

 

**9.          BindingEffect**. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant andthe Participant’s successors in interest and the Company and any successors of the Company.

 

**10.         EntireAgreement**. This Agreement sets forth all of the promises, covenants, agreements, conditions and undertakings between theparties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings,inducements or conditions, express or implied, oral or written, except as contained herein.

 

[*signature page follows*]

 

 

[Signature Page to Stock Award Agreement]

 

IN WITNESS WHEREOF, the Company and theParticipant have executed this Agreement as of the date first set forth above.

 

 

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