Unassociated Document


     

    
      (Directors)

      


      CAPLEASE,
INC.

      


      Stock
Award Agreement

       

      THIS
AGREEMENT dated the ____ day of ______, 20__, between CAPLEASE, INC., a Maryland
corporation (the “Company”), and _______________ (the “Participant”), is made
pursuant and subject to the provisions of the Company’s 2004 Stock Incentive
Plan (the “Plan”), a copy of which has been made available to the
Participant.  All terms used herein that are defined in the Plan have
the same meaning given them in the Plan.

       

      1.  Stock
Award.  Pursuant to the Plan, the Company, on ________ __,
20__, (the “Date of Grant”) granted to the Participant, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, a Stock Award covering ________ shares of Common Stock, hereafter
described as the “Shares.”

       

      2.  Restrictions.  Except
as provided in this Stock Award Agreement (“Agreement”), the Shares are
nontransferable and are subject to a substantial risk of
forfeiture.

       

      3.  Vesting.  Subject to
Paragraph 6 and except as provided in Paragraphs 4 and 5 below, the
Participant’s interest in the Shares granted under this Agreement shall become
nonforfeitable and transferable (“Vested”) in three equal annual installments
commencing on the one-year anniversary of the Date of
Grant.  

       

      4.  Death or
Disability.  Paragraph 3 to the contrary notwithstanding, if
the Participant dies or becomes Disabled prior to the forfeiture of the Shares
under Paragraph 6, all Shares shall become Vested as of the date of the
Participant’s death or Disability.  For purposes of this Agreement,
the term “Disabled” means that the Participant has a permanent and total
disability as described in Section 22(e)(3) of the Code.

       

      5.  Change in
Control.  Notwithstanding any other provision of this
Agreement, all Shares not previously forfeited shall become Vested on a Control
Change Date in accordance with the Plan.

       

      6.  Forfeiture.  All
Shares that are not then Vested shall be forfeited if the Participant ceases to
be a member of the Board for any reason other than on account of the
Participant’s death or Disability.

       

      7.  Fractional
Shares.  Fractional shares shall not Vest hereunder, and when
any provision hereof may cause a fractional share to Vest, any Vesting in such
fractional share shall be postponed until such fractional share and other
fractional shares equal a Vested whole share.

       

      8.  Change in Capital
Structure.  The terms of this Agreement shall be adjusted as
the Board determines is equitably required in the event the (a) Company (i)
effects one or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (ii) engages in a transaction to which Section 424
of the Code applies or (b) there occurs any other event which, in the judgment
of the Board, necessitates such action.

       

      
        
          
          

        

        
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      9.  Governing Law.  This
Agreement shall be governed by the laws of the State of New York.

       

      10.  Stock Power.  With
respect to any Shares that are forfeited in accordance with Paragraph 6, the
Participant hereby irrevocably appoints the Company’s Secretary as his attorney
to transfer any forfeited Shares on the books of the Company with full power of
substitution in the premises.  The Company’s Secretary shall use the
authority granted in this Paragraph 10 to cancel any Shares that are forfeited
in accordance with Paragraph 6.  The authority granted in this
Paragraph 10 shall terminate with respect to Shares on the date that such Shares
become Vested in accordance with Paragraphs 3 or 4.

       

      11.  Shareholder
Rights.  The Participant shall have all of the rights of a
Shareholder with respect to the Shares, including the right to vote the Shares
and receive dividends thereon, from the Date of Grant and prior to a forfeiture
of the Shares.  On and after the date that any Shares are forfeited in
accordance with Paragraph 6 the Participant shall have no further rights as a
Shareholder with respect to the forfeited Shares.  The Company shall
retain custody of the certificates evidencing the Shares until the Shares become
Vested in accordance with Paragraphs 3 or 4 at which time the Company shall
deliver to the Participant a certificate evidencing the Vested
Shares.

       

      12.  No Right to Continued
Service.  This Agreement does not confer upon the Participant
any right with respect to continued service to the Company or an Affiliate or
membership on the Board.

       

      13.  Conflicts.  In the
event of any conflict between the provisions of the Plan as in effect on the
date hereof and the provisions of this Agreement, the provisions of the Plan
shall govern.  All references herein to the Plan shall mean the Plan
as in effect on the date hereof.

       

      14.  Participant Bound by
Plan.  The Participant hereby acknowledges that a copy of the
Plan has been made available to him and agrees to be bound by all the terms and
provisions thereof.

       

      15.  Binding
Effect.  Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Participant and the
successors of the Company.

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly
authorized officer, and the Participant has affixed his signature
hereto.

       

      
        	
                 

                CAPLEASE,
      INC.

                 

                 

                 

                 

                By:  __________________________________

              	
                 

                 

                 

                 

                 

                 

                ______________________________________

              
	 	

                Participant 

              


      

      
      

      


      


      
        
          
          

        

        
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