exv10w12







Exhibit 10.12




FOURSQUARE CAPITAL CORP.

2009 EQUITY INCENTIVE PLAN




FORM OF RESTRICTED STOCK AWARD AGREEMENT




     THIS AGREEMENT is made by and between Foursquare Capital Corp., a Maryland corporation (the
“Company”) and                     (the “Grantee”), dated as of the ___day of ___, 20___.



     WHEREAS, the Company maintains the Foursquare Capital Corp. 2009 Equity Incentive Plan (the “Plan”)
(capitalized terms used but not defined herein shall have the respective meanings ascribed thereto
by the Plan);



     WHEREAS, the Grantee is [                    ] of a Participating Company; and



     WHEREAS, in accordance with the Plan, the Committee has determined that it is in the best interests
of the Company and its stockholders 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. To the extent such
terms or conditions conflict with any provision of the Plan, the terms and conditions set forth
herein shall govern.




	 	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 clauses (iii)[,][and](iv) [,] [and] [(v)] [and (vi)] below, the
period of restriction with respect to Shares granted hereunder (the “Restriction
Period”) shall begin on the date hereof and lapse[, if and as [employment] [service]
continues] on the following schedule:



	 	 	 
	Date Restriction Lapses	 	Number of Shares
	                     , 20___

	 	[___]
	                     , 20___

	 	[___]
	                     , 20___

	 	[___]







For purposes of the Plan and this Agreement, Shares with respect to which the
Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the
Restriction Period with respect to such Shares shall only lapse as to whole Shares.
Subject to the provisions of the Plan and this Agreement, during the Restriction
Period, the Grantee shall not be permitted voluntarily or involuntarily to sell,
transfer, pledge, hypothecate, alienate,



 









 






encumber or assign the Shares of Restricted Stock awarded under the Plan (or have
such Shares attached or garnished).




(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 stockholder of the Company, including the right to vote the
Shares and the right to receive dividends. Unless otherwise provided by the
Committee in this Agreement, the Grantee shall be entitled to receive any cash
dividends on any shares of Restricted Stock (whether or not then subject to
restrictions) which have not been forfeited. 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[s] (iv) [and] [(v)] [and (vi)] below, upon the Grantee’s
Termination of Service by the Company or its Subsidiaries for Cause or by the
Grantee for any reason other than his or her death, Retirement or Disability 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,
Retirement or Disability or on account of Termination of Service by the Company for
any reason other than for Cause during the Restriction Period, the Restriction
Period will immediately lapse on all Restricted Stock granted to the Grantee.




[(v) In the event the Grantee has a Termination of Service (other than a Termination
of Service by the Company for Cause) within [12] months following a Change in
Control during the Restriction Period, the Restriction Period will immediately lapse
on all Restricted Stock granted to the Grantee.]




[(v)] [(vi)] Termination of Service as an employee shall not be treated as a
termination of employment for purposes of this paragraph 2 if the Grantee continues
without interruption to serve thereafter as an officer or director of the Company or
in such other capacity as determined by the Committee (or if no Committee is
appointed, the Board), and the termination of such successor service shall be
treated as the applicable termination.




	 	3.	 	Miscellaneous.






	 	(a)	 	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, 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 NEW
YORK. 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)	 	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





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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 3(b).




	 	[(c)	 	Without limiting the Grantee’s rights as may otherwise be applicable in the
event of a Change in Control, if the Company shall be consolidated or merged with
another corporation or other entity, the Grantee may be required to deposit with the
successor corporation the certificates for the stock or securities or the other
property that the Grantee is entitled to receive by reason of ownership of Restricted
Stock in a manner consistent with the Plan, and such stock, securities or other
property shall become subject to the restrictions and requirements imposed under the
Plan and this Agreement, and the certificates therefor or other evidence shall bear a
legend similar in form and substance to the legend set forth in the Plan.
	 
	 	 	 	Any shares or other securities distributed to the grantee with respect to Restricted
Stock or otherwise issued in substitution of Restricted Stock shall be subject to
the restrictions and requirements imposed by the Plan and this Agreement, including
depositing the certificates therefor with the Company together with a stock power
and bearing a legend as provided in the Plan.]
	 
	 	[(d)]	 	[To be inserted for grants to employees of Manager] [For purposes of the
provisions in paragraphs 2(iii) through 2[(vi)] above relating to employment with the
Company (and the termination thereof), and also for purposes of any references in the
Plan to an employment agreement, “Company,” as the context so requires, shall include
Manager and its affiliates to the extent that the Grantee is a provider of services to
such entities.]
	 
	 	[(e)]	 	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.
	 
	 	[(f)]	 	The Company shall be entitled to withhold from any payments or deemed payments
any amount of tax withholding it determines to be required by law.
	 
	 	[(g)]	 	Nothing in this Agreement shall confer on the Grantee any right to continue in
the employ or other service of the Company or its Subsidiaries or interfere in any way
with the right of the Company or its Subsidiaries and its stockholders to terminate the
Grantee’s employment or other service at any time.
	 
	 	[(h)]	 	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.










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



	 	 	 	 	 	 	 
	 	 	FOURSQUARE CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[GRANTEE]	 	 	 	 






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