EX-10.2



 Exhibit 10.2 

CHAMBERS STREET PROPERTIES 

2013 EQUITY INCENTIVE PLAN 

FORM OF RESTRICTED SHARE AWARD AGREEMENT 

This Restricted Share Award Agreement (this “Agreement”) is by and between Chambers Street Properties, a Maryland real estate
investment trust (the “Company”), and                      (the “Grantee”), dated the
     day of             , 20     (the “Award Date”). 

WHEREAS, the Company maintains the Chambers Street Properties 2013 Equity Incentive Plan (the “Plan”) (capitalized terms used
but not defined herein shall have the respective meanings ascribed thereto by the Plan); 
 WHEREAS, under the Plan the Company may grant
awards to its employees, trustees and other persons who provide significant services to the Company; 
 WHEREAS, the Company has retained
Grantee as its                     , and Grantee performs services for the Company; and 

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Trustees of the Company (the “Board”)
has determined that it is in the best interests of the Company and its shareholders to grant common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”) to the Grantee subject to the terms
and conditions set forth below. 
 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 

1. Grant of Shares. The Company hereby grants the Grantee
                 Common Shares (the “Shares”), subject to the following terms and conditions and subject to the provisions of the Plan (the
“Award”). The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Grantee hereby accepts the Shares on such terms and conditions. 

2. Vesting and Forfeiture. Grantee’s interest in the Shares will vest and become nonforfeitable as follows: one third of the
Shares subject to this Restricted Share Award will vest and become nonforfeitable on each anniversary of the Award Date until the Grantee becomes fully vested in all Shares subject to this Agreement provided (i) Grantee has signed this
Agreement and (ii) Grantee has remained continuously employed by the Company or any of its affiliates from the Award Date through the respective anniversary of the Award Date. 

3. Accelerated Vesting in the Event of Termination in Certain Circumstances. In the event that Grantee’s employment with the
Company terminates, the Shares shall be subject to accelerated vesting to the extent, and only to the extent [     ].1 Except as set forth in this 

 

	1 	 The parentheticals are intentional for the “Form-of” Agreement. Until the Compensation Committee
adopts criteria for accelerated vesting the actual award agreements note that the Accelerated Vesting is at the discretion of the Company. This formulation allows for the Employment Agreements to govern for a contracted employee and the Compensation
Committee to make decisions for other employees. 









 
Section 3, if Grantee’s employment with the Company terminates for any reason before his or her interest in all of the Shares have become vested and nonforfeitable, then Grantee shall
forfeit his or her right to receive all such Shares which have not become so vested and nonforfeitable before the date his or her employment terminates. 

4. Withholding Taxes. The Grantee acknowledges that he or she generally will be required to recognize income for federal, state and/or
local income tax purposes upon the vesting or grant of the Shares, and that such income generally will be subject to withholding of tax by the Company. No later than the date as of which an amount first becomes includible in the gross income of the
Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Award, the Grantee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the
Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Grantee may choose to make payment of such withholding amount by (a) a
providing a cash payment in the form of a personal check or transfer of funds by wire payable to the Company, thereby receiving the total number of vested Shares, (b) a reduction in vested Shares having a Fair Market Value equivalent to the
applicable withholding amount calculated by the Company at the close of business on the date on which such shares are vested or granted, thereby resulting in a net amount of Shares vested or granted to the Grantee, or (c) a combination of a
reduction in vested Shares having a Fair Market Value equivalent to the amount calculated by the Company at the close of business the date on which such shares are vested or granted plus any remaining withholding amount in a cash payment in the form
of a personal check or transfer of funds by wire payable to the Company that satisfies the withholding obligations of the Grantee. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the
Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. 

5. Voting Rights; Dividends; Capital Changes. The Grantee hereby agrees that he or she shall not exercise the right to vote with
respect to unvested Shares. Unless and until Shares are vested and become nonforfeitable in accordance with this Agreement, dividends declared upon any unvested Shares shall be held by the Company in escrow, and shall either be distributed to the
Grantee upon vesting of the Shares or forfeited upon forfeiture of the Shares. All shares of capital stock or other securities issued with respect to any of the Shares or in substitution thereof, whether by the Company or by another issuer, shall be
subject to all of the terms of this Agreement and may be forfeited to the Company under the same circumstances as the Shares with respect to, or in substitution for, which they were issued. 

6. No Rights to Employment. Neither this Agreement nor the Plan shall confer upon the Grantee any rights of employment with the
Company, including, without limitation, any right to continue in the employ of the Company, or shall affect the right of the Company to terminate the employment of the Grantee at any time, with or without Cause. 







 7. Compliance with Law. This Agreement, the Award and the obligation of the Company to
grant and/or deliver Shares hereunder shall be subject in all respects to (a) all applicable federal, state and/or local laws, rules and regulations and (b) any registration, qualification, approval or other requirement imposed by any
government or regulatory agency or body which the Committee, in its discretion, determines to be necessary or applicable. If at any time the Company determines, in its discretion, that the listing, registration or qualification of its Common Shares
upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, then the Company shall not be required to deliver any certificates representing the
Shares to the Grantee or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to
the Company. 
 8. Miscellaneous. 

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, 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 MARYLAND. 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. 
 (b) 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. 
 (c) All notices hereunder shall be in writing, and
if to the Company or the Committee, shall be delivered to the Board or mailed to the Company’s 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. 

(d) The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right
the Grantee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 







 (e) This Agreement (including the Plan) 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 the event of any inconsistency between this Agreement and the Plan, this Agreement shall govern. The Grantee agrees that in the event
of any inconsistency between this Agreement and any employment agreement between the Company and the Grantee, this Agreement shall govern. 

(f) This Agreement and all terms and conditions hereof shall be binding upon the parties hereto, and their successors, heirs, legatees and
legal representatives. 
 (g) Notwithstanding any provisions in this Agreement to the contrary, to the extent required by
(i) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and/or (ii) any policy that may be adopted by the Company, the Shares paid or payable pursuant to
this Agreement shall be subject to clawback to the extent necessary to comply with such law(s) and/or policy, which clawback may include forfeiture of the Shares and/or repayment of amounts paid or payable pursuant to this Agreement. 

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the Award Date. 

 

											
	 CHAMBERS STREET PROPERTIES,
 a
Maryland real estate investment trust
	  		  		  	GRANTEE
		 		 		  		  		  	
	By:	 	  
	  		  		  	  

		 	Name:	 		  		  		  	Name:
		 	Title: