Exhibit



Exhibit 10.3















R E S T R I C T E D  S T O C K  A W A R D  C E R T I F I C A T E


Non-transferable
G R A N T  T O


	
	
	 




(“Grantee”)


by CatchMark Timber Trust, Inc. (the “Company”) of
_______________ shares of its Class A common stock, $0.01 par value (the “Shares”)


pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “Incentive Plan”) and the CatchMark Timber Trust, Inc. Amended and Restated Independent Director Compensation Plan (the “Director Plan” and, together with the Incentive Plan, the “Plans”) and to the terms and conditions set forth on the following pages of this Restricted Stock Award Certificate (this “Certificate”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plans.


One hundred percent (100%) of the Shares will vest (become non-forfeitable) on the date of the annual meeting of the Company’s stockholders in 2020, subject to Grantee’s Continuous Service on such date.


By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plans.  


IN WITNESS WHEREOF, CatchMark Timber Trust, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.


	
		
	

CATCHMARK TIMBER TRUST, Inc.




By:
Its: 
	







Grant Date:            










































Exhibit 10.3



TERMS AND CONDITIONS
1.  Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered to or in favor of any party, or be subjected to any lien, obligation or liability of Grantee to any other party.   If Grantee’s Continuous Service terminates for any reason other than as set forth in subsection (b) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture.  The restrictions imposed under this Section 1 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Shares.  
2.  Expiration and Termination of Restrictions. The restrictions imposed under Section 1 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):
(a)  as to one hundred percent (100%) of the Shares, on the date of the annual meeting of the Company’s stockholders in 2020, subject to Grantee’s Continuous Service on such date; or
(b)  as to all of the Restricted Shares, upon termination of Grantee’s Continuous Service by reason of Grantee’s death or Disability.  
3. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. Any certificate for the Restricted Shares issued during the Restricted Period shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and CatchMark Timber Trust, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of CatchMark Timber Trust, Inc.”  Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any Exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
4.  Voting Rights.  Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period.  
5.  Dividend Rights.  Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment of such dividends shall be deferred and held (without interest) by the Company for the account of Grantee until the expiration of the Restricted Period.  During the Restricted Period, such dividends shall be subject to the same vesting restrictions imposed under Section 2 as the Restricted Shares to which they relate.  Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company to the Grantee promptly upon the expiration of the Restricted Period (and in any event within thirty (30) days of the date of such expiration).  
6.  No Right of Continued Service. Nothing in this Certificate shall interfere with or limit in any way the right of the Company to terminate Grantee’s Continuous Service at any time, nor confer upon Grantee any right to continue to provide services as a director of the Company or any Affiliate.
7.  83(b) Election. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code (an “83(b) Election”). To effect such 83(b) Election, Grantee may file an appropriate election with Internal Revenue Service within 30 days after award of the Shares and otherwise in accordance with applicable Treasury Regulations.  
8.  Clawback.  The Shares shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.   






Exhibit 10.3



9.  Plans Control. The terms contained in the Plans are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plans. In the event of any actual or alleged conflict between the provisions of the Plans and the provisions of this Certificate, the provisions of the Plans shall be controlling and determinative.  In the event of any actual or alleged conflict between the provisions of the Director Plan and the Incentive Plan, the provisions of the Incentive Plan shall be controlling and determinative.
10.  Successors.  This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plans.
11.  Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2650, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.