EX-10.19



 






Exhibit 10.19




COGDELL SPENCER INC.

2005 EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




     AGREEMENT by and between Cogdell Spencer Inc., a Maryland corporation (the “Company”), and
                                         (the “Grantee”), dated as of the                      day of                    , 2005.



     WHEREAS, the Company maintains the Cogdell Spencer Inc. 2005 Equity Incentive Plan (as amended
from time to time, the “Plan”) (capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto by the Plan);



     WHEREAS, the Grantee is a [Director][employee]; and



     WHEREAS, the Committee has determined that it is in the best interests of the Company and its
shareholders to grant Restricted Stock to the Grantee subject to the terms and conditions set forth
below.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Grant of Restricted Stock.



     The Company hereby grants the Grantee [                    ] Shares of Restricted Stock of the Company,
subject to the following terms and conditions and subject to the provisions of the Plan. The Plan
is hereby incorporated herein by reference as though set forth herein in its entirety.



     2. Restrictions and Conditions.



     The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the
following restrictions and conditions:




(i) Subject to the provisions of the Plan and this Agreement, during the period of
restriction with respect to Shares granted hereunder (the “Restriction Period”), the
Grantee shall not be permitted voluntarily or involuntarily to sell, transfer,
pledge, anticipate, alienate, encumber or assign the Shares (or have such Shares
attached or garnished). Subject to clauses (iii) and (iv) below, the Restriction
Period shall begin on the date hereof and lapse on the following schedule:



	 	 	 
	Date Restriction Lapses	 	Number of Shares
	[                    ]

	 	[                    ]
	[                    ]

	 	[                    ]
	[                    ]

	 	[                    ]






 









 







Notwithstanding the foregoing, unless otherwise expressly provided by the Committee,
the Restriction Period with respect to such Shares shall only lapse as to whole
Shares.




(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in
the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all
of the rights of a shareholder of the Company, including the right to vote the
Shares and the right to receive dividends; provided, however, that any cash
dividends shall, unless otherwise provided by the Committee, be held by the Company
(unsegregated as a part of its general assets) during the Restriction Period (and
forfeited if the underlying Shares are forfeited), and paid over to the Grantee
(without interest) as soon as practicable after such period lapses (if not
forfeited). Certificates for Shares (not subject to restrictions) shall be
delivered to the Grantee or his or her designee promptly after, and only after, the
Restriction Period shall lapse without forfeiture in respect of such Shares of
Restricted Stock.




(iii) Subject to clause (iv) below, if the Grantee has a Termination of Service
during the Restriction Period, then all Shares still subject to restriction shall
thereupon, and with no further action, be forfeited by the Grantee.




(iv) In the event the Grantee has a Termination of Service on account of death or
Disability, or in the event of a Change in Control (regardless of whether a
termination follows thereafter), during the Restriction Period, then the Restriction
Period will immediately lapse on all Restricted Stock granted to the Grantee and not
forfeited previously.



     3. Certain Terms of Shares.




	 	(a)	 	The Grantee shall be issued a stock certificate in respect of Shares awarded
under this Agreement. Such certificate shall be registered in the name of the Grantee.
The certificates for Shares issued hereunder may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer hereunder, or as
the Committee may otherwise deem appropriate, and, without limiting the generality of
the foregoing, shall bear a legend referring to the terms, conditions, and restrictions
applicable to such Shares, substantially in the following form:





THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF THE COGDELL SPENCER
INC. 2005 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT
APPLICABLE TO THE GRANT OF THE SHARES REPRESENTED BY THIS
CERTIFICATE. COPIES OF SUCH PLAN AND AWARD AGREEMENTS ARE
ON FILE IN THE OFFICES OF COGDELL SPENCER INC. AT 4401



2









 





BARCLAY DOWNS DRIVE, SUITE 300, CHARLOTTE, NORTH CAROLINA
28209-4670.




	 	(b)	 	Stock certificates evidencing the Shares granted hereby shall be held in
custody by the Company until the restrictions thereon shall have lapsed, and, as a
condition to the grant of any Shares, the Grantee shall have delivered a stock power,
endorsed in blank, relating to the stock covered by such Award. If and when such
restrictions so lapse, the stock certificates shall be delivered by the Company to the
Grantee or his designee.





     4. Miscellaneous.




	 	(a)	 	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW
WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF CALIFORNIA.
	 
	 	(b)	 	The captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be amended or modified except by a
written agreement executed by the parties hereto or their respective successors and
legal representatives. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of
this Agreement.
	 
	 	(c)	 	The Committee may make such rules and regulations and establish such procedures
for the administration of this Agreement as it deems appropriate. Without limiting the
generality of the foregoing, the Committee may interpret the Plan and this Agreement,
with such interpretations to be conclusive and binding on all persons and otherwise
accorded the maximum deference permitted by law and take any other actions and make any
other determinations or decisions that it deems necessary or appropriate in connection
with the Plan, this Agreement or the administration or interpretation thereof. In the
event of any dispute or disagreement as to interpretation of the Plan or this Agreement
or of any rule, regulation or procedure, or as to any question, right or obligation
arising from or related to the Plan or this Agreement, the decision of the Committee
shall be final and binding upon all persons.
	 
	 	(d)	 	All notices hereunder shall be in writing, and if to the Company or the
Committee, shall be delivered to the Board or mailed to its principal office, addressed
to the attention of the Board; and if to the Grantee, shall be delivered personally,
sent by facsimile transmission or mailed to the Grantee at the address appearing in the
records of the Company. Such addresses may be changed at any time by written notice to
the other party given in accordance with this paragraph 4(d).




3









 






	 	(e)	 	The failure of the Grantee or the Company to insist upon strict compliance with
any provision of this Agreement or the Plan, or to assert any right the Grantee or the
Company, respectively, may have under this Agreement or the Plan, shall not be deemed
to be a waiver of such provision or right or any other provision or right of this
Agreement or the Plan.
	 
	 	(f)	 	Nothing in this Agreement shall confer on the Grantee any right to continue in
the service of the Company or its Subsidiaries or interfere in any way with the right
of the Company or its Subsidiaries and their shareholders to terminate the Grantee’s
service at any time.
	 
	 	(g)	 	This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, written or oral, with
respect thereto.





     IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	COGDELL SPENCER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[Grantee’s Name]	 	 






4