exv10w23






Exhibit 10.23




INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT




          THIS AGREEMENT, effective as of                     , 2010 by and between FOREST CITY ENTERPRISES,
INC., an Ohio corporation of Cleveland, Ohio, (the “Company”) and {Employee Name}, an employee of
the Company or a Subsidiary (the “Grantee”). All capitalized terms have the meanings set forth in
the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended and Restated as of June 19, 2008)
(the “Plan”) unless otherwise specifically provided.




     WHEREAS, the Board of Directors is of the opinion that the interests of the Company and its
shareholders will be advanced by affording present and future executives and key employees an
opportunity to secure stock ownership in the Company;



     WHEREAS, the execution of an Incentive and Nonqualified Stock Option Agreement substantially
in the form hereof has been authorized by a resolution of the Committee duly adopted on                     ,
2010; and



     NOW THEREFORE, pursuant to the Plan, and subject to the terms and conditions thereof and the
terms and conditions hereinafter set forth, the Company hereby confirms to the Grantee, effective
as of                     , 2010 (the “Date of Grant”), the grant of Option Rights to purchase an
aggregate of                      Shares. With respect to                      Shares, the Option Rights are intended to
constitute an “incentive stock option” (the “Incentive Stock Option Rights”) within the meaning of
that term under Section 422 of the Code, and this Agreement shall be construed in a manner that
will enable the Incentive Stock Option Rights to be so qualified, and with respect to                     
Shares, the Option Rights are intended to constitute a nonqualified stock option (the “Nonqualified
Option Rights”) and shall not be treated as an “incentive stock option” within the meaning of
Section 422 of the Code.




	1.	 	DEFINITIONS. All capitalized terms have the meanings set forth in the Plan unless
otherwise specifically provided. As used in this Agreement, the following term has the
following meaning:






     “Disability” means disability as defined in the Company’s Long Term Disability
Plan, as amended from time to time.




	2.	 	OPTION PRICE. The Option Price with respect to the Shares covered by the Option
Rights shall be $                     per Share, the Market Value per Share as of the close of business on
the Date of Grant.
	 
	3.	 	OPTION PERIOD; VESTING AND TIME OF EXERCISE OF OPTION RIGHTS. (a) The Option Rights
shall continue in effect for a period of 10 years from the Date of Grant, except as such
option period may be reduced as hereinafter provided in Section 6 of this Agreement as a
result of certain terminations of the employment of the Grantee.






	 	(b)	 	The Option Rights shall be exercisable cumulatively over the option period only
in accordance with the following terms, conditions and provisions:




 









 












	 	(i)	 	Except as otherwise provided in the Plan or this Agreement, the
Option Rights shall not be exercisable prior to the second anniversary of the
Date of Grant, and upon such day the Option Rights shall automatically become
vested and exercisable with respect to 25% of the Option Rights. Thereafter,
upon the third anniversary of the Date of Grant, the Grantee may exercise an
additional 25% up to 50% of the Option Rights. Upon the fourth anniversary and
thereafter until the tenth anniversary of the Date of Grant, the Grantee may
exercise an additional 50% up to 100% of the Option Rights. Schedule I,
attached hereto, lists the number of Shares as to which the Grantee may
exercise the Option Rights upon the second, third and fourth through tenth
anniversaries of the ten-year option period.
	 
	 	(ii)	 	Except as hereinafter provided in Section 6 of this Agreement,
no part of the Option Rights may be exercised unless the Grantee is, at the
date of such exercise, in the employ of the Company or a Subsidiary, and shall
have been continuously so employed since the Date of Grant. Approved absence
or leave from the Company, or a Subsidiary, shall not be considered an
interruption of employment for the purposes of this Agreement.






	4.	 	METHOD OF EXERCISE. Shares may be purchased pursuant to this Agreement only upon
receipt by the Secretary of the Company of notice in writing from the Grantee of his or her
intention to purchase, specifying the number of Shares as to which the Grantee desires to
exercise the Option Rights, and said notice shall be accompanied by the full amount of the
Option Price in the form of: cash, a certified or official bank check, a money order, a
cashier’s check, or in Shares that have been owned by the Grantee for at least six months
prior to the date of exercise and having a market value at the time of exercise equal to the
total Option Price of the Shares subject to such exercise. Such form of written notice is
attached hereto. In no event shall the Option Rights be exercisable as to less than 25 Shares
at any one time or all of the remaining Shares then subject to the Option Rights, if less than
25.
	 
	5.	 	OPTION RIGHTS CONFERS NO RIGHTS AS COMMON SHAREHOLDER. The Grantee shall not be
entitled to any privileges of ownership with respect to Shares subject to the Option Rights,
unless and until purchased and delivered upon the exercise of the Option Rights, in whole or
in part, and the Grantee becomes a shareholder of record with respect to such delivered
Shares. The Grantee shall not be considered a shareholder of the Company with respect to any
such Shares not so purchased and delivered.
	 
	6.	 	TERMINATION OF OPTION RIGHTS. (a) In the event the employment of the Grantee with
the Company or a Subsidiary, shall terminate under any circumstance other than those specified
in Section 6(b), (c) or (d) below, all rights to purchase Shares pursuant to the Option Rights
(including rights to purchase Shares thereunder which have accrued but which then remain
unexercised) shall forthwith cease and terminate.




 









 












	 	(b)	 	In the event of the termination of the Grantee’s employment because of
Disability, the Option Rights may be exercised by the Grantee, to the extent he or she
was entitled to do so on the date of termination, but not later than ten years from the
Date of Grant.
	 
	 	(c)	 	If, with the consent of the Committee, the Grantee’s employment shall terminate
by reason of Retirement, the Option Rights shall become immediately exercisable by the
Grantee on the date of his or her Retirement and shall remain exercisable until ten
years from the Date of Grant.
	 
	 	(d)	 	If the Grantee shall die during his or her employment with the Company or a
Subsidiary or during a period of Disability, the Option Rights shall become immediately
exercisable if the Grantee was otherwise Retirement eligible and may be exercised by
the legal representative of the Grantee, to the extent the Grantee was entitled to
exercise the Option Rights at the time of his or her death for a one-year period from
the date of death, but not later than ten years from the Date of Grant.
	 
	 	(e)	 	To the extent that the Option Rights shall not have been exercised within any
applicable period specified in Section 6(b), (c) or (d) above, all further rights to
purchase Shares pursuant to such Option Rights shall cease and terminate at the
expiration of such period.






	7.	 	TRANSFERABILITY. (a) Except as provided in Section 7(b), the Option Rights may not
be transferred by the Grantee other than by will or the laws of descent and distribution or
pursuant to a domestic relations order. During the Grantee’s lifetime, the Option Rights are
exercisable only by the Grantee or, in the case of the Grantee’s legal incapacity, only by his
or her guardian or legal representative, provided, however, that if so determined by the
Committee, the Grantee may, in a manner designated by the Committee, designate a beneficiary
to exercise the rights of the Grantee under the Option Rights upon the death of the Grantee.
Absent such a designation, in a case of death, the Option Rights shall be exercisable by the
executor, administrator or legal representative of the deceased Grantee.






	 	(b)	 	The Nonqualified Option Rights only may be transferable by the Grantee,
without payment of consideration therefor by the transferee, only to any one or more
members of the Grantee’s immediate family; provided, however, that (i) no such transfer
shall be effective unless reasonable prior notice thereof is delivered to the Company
and such transfer is thereafter effected in accordance with any terms and conditions
that shall have been made applicable thereto by the Committee and (ii) any such
transferee shall be subject to the same terms and conditions hereunder as the Grantee.
For the purposes of this Section 7, the term “immediate family” means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Grantee’s household (other than a tenant
of the Grantee), a trust in which these persons have more than fifty percent of the
beneficial interest, a




 









 












	 	 	 	foundation in which these persons (or the Grantee) control the management of assets,
and any other entity in which these persons (or the Grantee) own more than fifty
percent of the voting interests.
	 
	 	(c)	 	Except as permitted by the above, the Option Rights may not be sold,
transferred, assigned, pledged, hypothecated or otherwise disposed of (whether by
operation of law or otherwise or be subject to execution, attachment or similar
process). Any attempted sale, transfer, assignment, pledge, hypothecation or
encumbrance, or other disposition of the Option Rights shall be null and void.






	8.	 	CHANGE IN STOCK CAPITALIZATION. The Committee shall make or provide for such
adjustments in the numbers of Shares covered by the Option Rights, in the price per share
applicable to such Option Rights and in the kind of shares covered thereby, as the Committee,
in its sole discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of the Grantee that otherwise would result from
(i) any stock dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, or (ii) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of rights or warrants to purchase securities, or (iii) any
other corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its discretion, may
provide in substitution for the Option Rights such alternative consideration as it, in good
faith, may determine to be equitable in the circumstances and may require in connection
therewith the surrender of the Option Rights so replaced. The Company shall give the Grantee
written notice of any change described in this Section 8.
	 
	9.	 	EMPLOYMENT RIGHTS. Nothing contained in the Plan or this Agreement shall confer upon
the Grantee any right to be continued in the employment of the Company or any Subsidiary, or
interfere in any way with the right of the Company, or such Subsidiary, to terminate his or
her employment at any time.
	 
	10.	 	RELATION TO OTHER BENEFITS. Any economic or other benefit to the Grantee under this
Agreement will not be taken into account in determining any benefits to which the Grantee may
be entitled under any profit-sharing, retirement or other benefit or compensation plan
maintained by the Company or a Subsidiary and will not affect the amount of any insurance
coverage available to any beneficiary under any insurance plan covering employees of the
Company or a Subsidiary.
	 
	11.	 	AMENDMENTS TO PLAN AND AGREEMENT. (a) The Committee may, without further action by
the shareholders, from time to time, amend, alter, suspend or terminate the Plan, except as
otherwise required by applicable law or the rules of the New York Stock Exchange or, if the
Shares are not traded on the New York Stock Exchange, the principal national securities
exchange upon which the Shares are traded or quoted.






	 	(b)	 	This Agreement may not be modified orally. Any amendment to the Plan will be
deemed to be an amendment to this Agreement to the extent that the amendment




 









 












	 	 	 	is applicable hereto; provided, however, that no amendment will adversely affect the
rights of the Grantee with respect to this Option Right without the Grantee’s
written consent.






	12.	 	DELIVERING OF SHARES. The Grantee shall give notice of his or her intent to exercise
Option Rights, and Shares shall be delivered by the Company after full payment of the Option
Price in respect of the Shares delivered, subject to the conditions of Section 4 hereof.
	 
	13.	 	CANCELLATION OF OPTION RIGHTS. The Committee may cancel any unexercised Option
Rights if the Grantee, and while having rights to purchase hereunder, engages in any
employment or activity which in any way directly or indirectly, diverts or attempts to divert
from the Company any business whatsoever, and which in the opinion of the Committee is
contrary to the best interests of the Company.
	 
	14.	 	NOTICES. Any notice to be given hereunder by the Grantee shall be sent by certified
or registered mail addressed to the Company for the attention of the Chairman of the Board, or
the President, at its principal office, Terminal Tower, 50 Public Square, Suite 1100,
Cleveland, Ohio 44113-2267, and any notice by the Company to the Grantee shall be sent by
certified or registered mail addressed to the Grantee at {Grantee’s Home Address}. Either
party may, by notice given to the other in accordance with the provisions of this Section,
change the address to which subsequent notices shall be sent.
	 
	15.	 	AGREEMENT SUBJECT TO THE PLAN. This Agreement is subject to the provisions of the
Plan and shall be interpreted in accordance therewith. The Grantee hereby acknowledges
receipt of a copy of the Plan.
	 
	16.	 	COMPLIANCE WITH LAW. The Company shall make reasonable efforts to comply with all
applicable federal, state and other applicable securities laws with respect to the Option
Rights; provided, however, notwithstanding any other provision of this Agreement, the Company
will not be obligated to issue any securities pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.
	 
	17.	 	SEVERABILITY. In the event that one or more of the provisions of this Agreement are
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated
will be deemed to be separable from the other provisions hereof, and the remaining provisions
hereof will continue to be valid and fully enforceable.
	 
	18.	 	GOVERNING LAW. This Agreement shall be governed by the internal substantive laws of
the State of Ohio.
	 
	19.	 	WITHHOLDING TAXES. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with the exercise of the Option Rights, the Grantee shall
pay the tax or make provisions that are satisfactory to the Company for the payment thereof.
The Grantee may elect, pursuant to procedures established by the Company, to satisfy all or
any part of any such withholding obligation by surrendering to the Company a portion of the
Shares that are issuable to the Grantee upon the exercise of the Option Rights. If such
election is made, the Shares so surrendered by the Grantee




 









 












	 	 	shall be credited against any such withholding obligation at their Market Value per Share on
the date of such surrender. In no event, however, shall the Company accept Shares for
payment of taxes in excess of required tax withholding rates.
	 
	20.	 	MANDATORY NOTICE OF DISQUALIFYING DISPOSITION. Without limiting any other provision
hereof, the Grantee hereby agrees that if he or she disposes (whether by sale, exchange, gift,
or otherwise) of Shares received from the exercise of any of the Incentive Stock Option Rights
within two years of the Date of Grant or within one year of the exercise of such Incentive
Stock Option Rights by the Grantee, the Grantee shall notify the Company of such disposition
in writing within 30 days from the date of such disposition. Such written notice shall state
the principal terms of such disposition and the type and amount of the consideration received
for such Incentive Stock Option Rights by the Grantee in connection therewith.
	 
	21.	 	GENERAL. It is understood that wherever masculine pronouns are used in this
Agreement, it is intended to include the feminine pronouns as well as the masculine.
	 
	22.	 	ENTIRE AGREEMENT. Subject to Section 15, this Agreement represents the entire
agreement between the Company and the Grantee with respect to these Option Rights and
supersedes all prior agreements whether in writing or otherwise.




 









 











     The undersigned Grantee hereby accepts the award of Option Rights granted pursuant to this
Agreement, subject to the terms and conditions of the Plan and the terms and conditions set forth
herein.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name of Grantee
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 





     Executed in the name and on behalf of the Company at Cleveland, Ohio as of the                      day of
           , 2010.



	 	 	 	 	 
	 	FOREST CITY ENTERPRISES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Charles A. Ratner 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




 











 





Exercise of Stock Option




Forest City Enterprises, Inc.

Terminal Tower

50 Public Square, Suite 1100

Cleveland, Ohio 44113-2267



Ladies and Gentlemen:




     The undersigned Grantee hereby exercises the Option Rights granted to him/her pursuant to the
Incentive and Nonqualified Stock Option Agreement dated                     , 2010 between Forest City
Enterprises, Inc. and the Grantee with respect to                      Shares covered by the Incentive Stock
Option Rights and                      Shares covered by the Nonqualified Stock Option Rights; and:




	(a)	 	tenders herewith $                     in payment of the Option Price thereof by delivery of 


                                        .  The name and registered address on such certificate should be:


       (form of payment)











	 	 	 	                  
                   
                   
                   
     
                   
                     
	 
	 	 	 	                    
                     
                     
                  
                    
                    
	 
	 	 	 	             
              
            
           
                    
                
               
                   




or





	(b)	 	to the extent permitted by law, elects to make a cashless exercise in accordance with Section
6D of the Plan. A copy of this Notice and stock certificates representing the Shares should
be delivered to:
	 
	 	 	.








	 	 	The Grantee’s social security number is:              
                      
                      
                      
               
                      
                      
               
                      
     





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	Grantee	 	 	 	 






	 	 	 	 	 
	Dated: