Restricted Stock Agreement and the Plan. Participant hereby agrees to accept asbinding, conclusive and final all decisions or interpretations of the Committee upon any questionsarising under or relating to the Plan, this Grant Notice or the Restricted Stock Agreement.*{signature page follows on next page}*
 

 
               **GRUBB & ELLIS COMPANY:**   **PARTICIPANT:**                 By:       By:                    Print Name: Thomas P. D’Arcy     Print Name: Jeffrey T. Hanson    Title: President and Chief ExecutiveOfficer       Chief Investment Officer    Address: 1551 North Tustin Ave., Suite 300     Address:        Santa Ana, California 92705           Attachments: Restricted Stock Award Agreement (**Exhibit A**)           2006 Omnibus Equity Plan (**Exhibit B**)         
 

 
**EXHIBIT A****TO RESTRICTED STOCK AWARD GRANT NOTICE****FOR JEFFREY T. HANSON****FORMOF****RESTRICTED STOCK AWARD AGREEMENT**     Pursuant to the Restricted Stock Award Grant Notice (“***Grant Notice***”) to which this RestrictedStock Award Agreement (this “***Agreement***”) is attached, Grubb & Ellis Company, a Delaware corporation(the “***Company***”), has granted to Participant the number of shares of the Company’s common stock,$0.01 par value (“***Stock***”), set forth in the Grant Notice (the “***Shares***”), upon the terms andconditions set forth in the Company’s 2006 Omnibus Equity Plan (the “***Plan***”), the Grant Notice andthis Agreement.**ARTICLE I****GENERAL**     1.1 Defined Terms. Capitalized terms not specifically defined herein shall have themeanings specified in the Grant Notice or, if not defined therein, the Plan.     1.2 Incorporation of Terms of Plan. The Shares are subject to the terms andconditions of the Plan which are incorporated herein by reference.**ARTICLE II****GRANT OF RESTRICTED STOCK**     2.1 Grant of Restricted Stock. In consideration of Participant’s past and/orcontinued employment with or service to the Company or its Subsidiaries and for other good andvaluable consideration, effective as of the Grant Date set forth in the Grant Notice (the “***GrantDate***”), the Company hereby agrees to issue to Participant the Shares, upon the terms and conditionsset forth in the Plan, the Grant Notice and this Agreement.     2.2 Issuance of Shares. The issuance of the Shares under this Agreement shall occurupon the Grant Date stated in the Grant Notice subject to the execution of the Grant Notice andRestricted Stock Agreement by the parties (the “***Issuance Date***”). Subject to the provisions ofArticle IV, the Company shall issue the Shares (which shall be issued in Participant’s name) on theIssuance Date.     2.3 Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof,may be either previously authorized but unissued shares or issued shares which have then beenreacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shallnot be required to issue or deliver any Shares prior to fulfillment of all of the followingconditions:          (a) The admission of such Shares to listing on all stock exchanges on which the Stock is thenlisted;          (b) The completion of any registration or other qualification of such Shares under any stateor federal law or under rulings or regulations of the Securities and Exchange Commission or of anyother governmental regulatory body, which the Committee shall, in its absolute discretion, deemnecessary or advisable;          (c) The obtaining of any approval or other clearance from any state or federal governmentalagency which the Committee shall, in its absolute discretion, determine to be necessary oradvisable;          (d) The lapse of such reasonable period of time following the Issuance Date as the Committeemay from time to time establish for reasons of administrative convenience; and
 

 
          (e) The receipt by the Company of full payment for all amounts which, under federal, state orlocal tax law, the Company (or other employer corporation) is required to withhold upon issuance ofsuch Shares.     2.4 Rights as Stockholder. Except as otherwise provided herein, upon delivery of theShares to the escrow agent pursuant to Article IV, Participant shall have all the rights of astockholder with respect to said Shares, subject to the restrictions herein, including the right tovote the Shares and to receive all dividends or other distributions paid or made with respect tothe Shares; *provided, however,*that any and all extraordinary cash dividends paid on such Sharesand any and all shares of Stock, capital stock or other securities or property received by ordistributed to Participant with respect to the Shares as a result of any stock dividend, stocksplit, reverse stock split, recapitalization, combination, reclassification, or similar change inthe capital structure of the Company shall also be subject to the Forfeiture Restriction (asdefined in Section 3.1) and the restrictions on transfer in Section 3.4 until suchrestrictions on the underlying Shares lapse or are removed pursuant to this Agreement (or, if suchShares are no longer outstanding, until such time as such Shares would have been released from theForfeiture Restriction pursuant to this Agreement). In addition, in the event of any merger,consolidation, share exchange or reorganization affecting the Shares, including, withoutlimitation, a Change in Control, then any new, substituted or additional securities or otherproperty (including money paid other than as a regular cash dividend) that is by reason of any suchtransaction received with respect to, in exchange for or in substitution of the Shares shall alsobe subject to the Forfeiture Restriction (as defined in Section 3.1) and the restrictionson transfer in Section 3.4 until such restrictions on the underlying Shares lapse or areremoved pursuant to this Agreement (or, if such Shares are no longer outstanding, until such timeas such Shares would have been released from the Forfeiture Restriction pursuant to thisAgreement). Any such assets or other securities received by or distributed to Participant withrespect to, in exchange for or in substitution of any Unreleased Shares (as defined in Section3.3) shall be immediately delivered to the Company to be held in escrow pursuant to Section4.1.**ARTICLE III****RESTRICTIONS ON SHARES**     3.1 Forfeiture Restriction. Subject to the provisions of Section 3.2, all ofthe Unreleased Shares (as defined in Section 3.3) shall be forfeited immediately andwithout any further action by the Company (the “***Forfeiture Restriction***”) upon the following events: (a) if the Company terminates Participant’s employment with the Companywithout Cause (as that term is defined below),but excluding death or Disability; *provided*, *however*, that all(i) Time Vested Shares, whether vested or unvested, and (ii) all vested Stock PricePerformance Shares shall not be subject to the ForfeitureRestriction;  (b) if (A) the Company terminates Participant’s employment with the Companyfor Cause, (B) Participant quits the Company’s employment, or (C) Participant’semployment with the Company is terminated as a result of Participant’s death orDisability, as applicable; *provided*, *however*, that all (i) vested Time Vested Sharesand (ii) vested Stock Price Performance Shares shall not be subject to the ForfeitureRestriction.Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial ownerof the Shares being forfeited and all rights and interests therein or relating thereto, and theCompany shall have the right to retain and transfer to its own name the number of Shares beingforfeited by Participant. In the event any of the Unreleased Shares are forfeited under thisSection 3.1, any cash, cash equivalents, assets or securities received by or distributed toParticipant with respect to, in exchange for or in substitution of such Shares and held by theescrow agent pursuant to Section 4.1 shall be promptly transferred by the escrow agent tothe Company.     As used herein, the term “Cause” shall have the meaning ascribed to it in subclauses (i)-(iv), inclusive of Section VII.F.2 of the Plan, but not subclause (v) of such Section VII.F.2 of the Plan.     3.2 Release of Shares from Forfeiture Restriction. The Shares shall be released fromthe Forfeiture Restriction as indicated in the Grant Notice. Any of the Shares released from theForfeiture Restriction shall
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thereupon be released from the restrictions on transfer under Section 3.4. In theevent any of the Shares are released from the Forfeiture Restriction, any dividends or otherdistributions paid on such Shares and held by the escrow agent pursuant to Section 4.1shall be promptly paid by the escrow agent to Participant.     3.3 Unreleased Shares. Any of the Shares which, from time to time, have not yet beenreleased from the Forfeiture Restriction are referred to herein as *“****Unreleased Shares****.”*     3.4 Restrictions on Transfer. Unless otherwise permitted by the Committee pursuant tothe Plan, no Unreleased Shares or any dividends or other distributions thereon or any interest orright therein or part thereof, shall be liable for the debts, contracts or engagements ofParticipant or his or her successors in interest or shall be subject to sale or other dispositionby transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whethersuch sale or other disposition be voluntary or involuntary or by operation of law by judgment,levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),and any attempted sale or other disposition thereof shall be null and void and of no effect.**ARTICLE IV****ESCROW OF SHARES**     4.1 Escrow of Shares. To insure the availability for delivery of Participant’sUnreleased Shares in the event of forfeiture of such Shares by Participant pursuant to Section3.1, Participant hereby appoints the Secretary of the Company, or any other person designatedby the Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto theCompany, such Unreleased Shares, if any, forfeited by Participant pursuant to Section 3.1and any dividends or other distributions thereon. The Unreleased Shares and stock assignment shallbe held by the Secretary of the Company, or such other person designated by the Committee, inescrow, until the Unreleased Shares are forfeited by Participant as provided in Section3.1, until such Unreleased Shares are released from the Forfeiture Restriction, or until suchtime as this Agreement no longer is in effect.     4.2 Transfer of Forfeited Shares. Participant hereby authorizes and directs theSecretary of the Company, or such other person designated by the Committee, to transfer theUnreleased Shares which have been forfeited by Participant to the Company.     4.3 No Liability for Actions in Connection with Escrow. The Company, or its designee,shall not be liable for any act it may do or omit to do with respect to holding the Shares inescrow while acting in good faith and in the exercise of its judgment.**ARTICLE V****OTHER PROVISIONS**     5.1 Adjustment for Stock Split. In the event of any stock dividend, stock split,reverse stock split, recapitalization, combination, reclassification, or similar change in thecapital structure of the Company, the Committee shall make appropriate and equitable adjustments inthe Unreleased Shares subject to the Forfeiture Restriction and the number of Shares, consistentwith any adjustment under Section XX of the Plan. The provisions of this Agreement shall apply, tothe full extent set forth herein with respect to the Shares, to any and all shares of capital stockor other securities, property or cash which may be issued in respect of, in exchange for, or insubstitution of the Shares, and shall be appropriately adjusted for any stock dividends, splits,reverse splits, combinations, recapitalizations and the like occurring after the date hereof.     5.2 Taxes.          (a) Participant has reviewed with Participant’s own tax advisors the federal, state, local andforeign tax consequences of this investment and the transactions contemplated by the Grant Noticeand this Agreement. Participant is relying solely on such advisors and not on any statements orrepresentations of the
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Company or any of its agents. Participant understands that Participant (and not the Company)shall be responsible for Participant’s own tax liability that may arise as a result of thisinvestment or the transactions contemplated by this Agreement. Participant understands thatParticipant will recognize ordinary income for federal income tax purposes under Section 83 of theCode as the restrictions applicable to the Unreleased Shares lapse. In this context, “restriction”includes the Forfeiture Restriction. Participant understands that Participant may elect to betaxed for federal income tax purposes at the time the Shares are issued rather than as and when theForfeiture Restriction lapses by filing an election under Section 83(b) of the Code with theInternal Revenue Service no later than thirty days following the date of issuance.PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TOTIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPNAT REQUESTS THE COMPANY OR ITSREPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.          (b) The Award granted to Participant pursuant to the Grant Notice is not intended to be“performance-based compensation” that is exempt from Section 162(m) of the Code. Therefore,limitations set forth in the Plan that are required bySection III of the Plan do not apply to such Award.     5.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provisionof the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, thePlan, the Shares and this Agreement shall be subject to any additional limitations set forth in anyapplicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. Tothe extent permitted by applicable law, this Agreement shall be deemed amended to the extentnecessary to conform to such applicable exemptive rule.     5.4 Administration. The Committee shall have the power to interpret the Plan and thisAgreement and to adopt such rules for the administration, interpretation and application of thePlan as are consistent therewith and to interpret, amend or revoke any such rules. All actionstaken and all interpretations and determinations made by the Committee in good faith shall bebinding, conclusive and final upon Participant, the Company and all other interested persons. Nomember of the Committee shall be personally liable for any action, determination or interpretationmade in good faith with respect to the Plan, this Agreement or the Shares. In its absolutediscretion, the Board may at any time and from time to time exercise any and all rights and dutiesof the Committee under the Plan and this Agreement.     5.5 Restrictive Legends and Stop-Transfer Orders.          (a) Any share certificate(s) evidencing the Shares issued hereunder shall be endorsed with thefollowing legend and any other legend(s) that may be required by any applicable federal or statesecurities laws:THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THECOMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTEDSTOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ONFILE WITH THE SECRETARY OF THE COMPANY.          (b) Participant agrees that, in order to ensure compliance with the restrictions referred toherein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, ifany, and that, if the Company transfers its own securities, it may make appropriate notations tothe same effect in its own records.          (c) The Company shall not be required: (i) to transfer on its books any Shares that have beensold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) totreat as owner of
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such Shares or to accord the right to vote or pay dividends to any purchaser or othertransferee to whom such Shares shall have been so transferred.     5.6 Tax Withholding.          (a) The Company shall be entitled to require payment of any sums required by federal, state orlocal tax law to be withheld with respect to the transfer of the Shares or the lapse of theForfeiture Restriction with respect to the Shares, or any other taxable event related thereto. TheCompany may permit Participant to make such payment in one or more of the forms specified below:          (i) by cash or check made payable to the Company;          (ii) by the deduction of such amount from other compensation payable to Participant;          (iii) by tendering Shares which are not subject to the Forfeiture Restriction and whichhave a then current Fair Market Value not greater than the amount necessary to satisfy theCompany’s withholding obligation based on the minimum statutory withholding rates forfederal, state and local income tax and payroll tax purposes; or          (iv) in any combination of the foregoing.          (b) In the event Participant fails to provide timely payment of all sums required by theCompany pursuant to Section 5.6(a), the Company shall have the right and option, but notobligation, to treat such failure as an election by Participant to provide all or any portion ofsuch required payment by means of tendering Shares in accordance with Section 5.6(a)(iii).     5.7 Notices. Any notice to be given under the terms of this Agreement to the Companyshall be addressed to the Company in care of the Secretary of the Company, and any notice to begiven to Participant shall be addressed to Participant at the address given beneath Participant’ssignature on the Grant Notice. By a notice given pursuant to this Section 5.7, eitherparty may hereafter designate a different address for notices to be given to that party. Anynotice shall be deemed duly given when sent via email or when sent by certified mail (returnreceipt requested) and deposited (with postage prepaid) in a post office or branch post officeregularly maintained by the United States Postal Service.     5.8 Titles. Titles are provided herein for convenience only and are not to serve as abasis for interpretation or construction of this Agreement.     5.9 Governing Law; Severability. This Agreement shall be administered, interpretedand enforced under the laws of the State of Delaware without regard to conflicts of laws thereof.Should any provision of this Agreement be determined by a court of law to be illegal orunenforceable, the other provisions shall nevertheless remain effective and shall remainenforceable.     5.10 Conformity to Securities Laws. Participant acknowledges that the Plan isintended to conform to the extent necessary with all provisions of the Securities Act and theExchange Act and any and all regulations and rules promulgated by the Securities and ExchangeCommission thereunder, and state securities laws and regulations. Notwithstanding anything hereinto the contrary, the Plan shall be administered, and the Shares are to be issued, only in such amanner as to conform to such laws, rules and regulations. To the extent permitted by applicablelaw, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to suchlaws, rules and regulations.     5.11 Amendments. This Agreement may not be modified, amended or terminated except byan instrument in writing, signed by Participant and by a duly authorized representative of theCompany.
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     5.12 No Employment Rights. If Participant is an employee, nothing in the Plan or thisAgreement shall confer upon Participant any right to continue in the employ of the Company or anySubsidiary or shall interfere with or restrict in any way the rights of the Company and itsSubsidiaries, which are expressly reserved, to discharge Participant at any time for any reasonwhatsoever, with or without cause, except to the extent expressly provided otherwise in a writtenagreement between the Company and Participant.     5.13 Successors and Assigns. The Company may assign any of its rights under thisAgreement to single or multiple assignees, and this Agreement shall inure to the benefit of thesuccessors and assigns of the Company. Subject to the restrictions on transfer herein set forth,this Agreement shall be binding upon Participant and his or her heirs, executors, administrators,successors and assigns.
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