Exhibit 10.5





Exhibit 10.5




LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT




pursuant to the




W. P. CAREY & CO. LLC

2009 SHARE INCENTIVE PLAN




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	Participant:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date of Grant:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Number of Performance Share Units granted:	 	 	 	 
	 

	 	 	 	 

	 	 






This Long-Term Performance Share Unit Award Agreement (this “Agreement”) is made as of the Date of
Grant set forth above by and between Company, a Delaware limited liability company (the “Company”),
and the individual whose name is set forth above (“Participant”), whose address is in care of
Company, pursuant to the Company’s 2009 Share Incentive Plan (the “Plan”) and the Long-Term
Incentive Program thereunder. The terms of the Plan are incorporated herein by reference, and
terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein
or the context otherwise requires. This Agreement is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any amendments thereto adopted at any time
and from time to time unless such amendments are expressly intended not to apply to the award
provided hereunder). In the event of a conflict between the terms of this Agreement and the terms
of the Plan, the terms of the Plan shall control.



1. Grant of Performance Share Units. The Company hereby grants to the Participant, as of the Date
of Grant specified above, the number of Performance Share Units specified above (the “Target
Award”) with respect to the Shares of the Company. Subject to the terms and conditions herein set
forth, these Performance Share Units represent contingent commitments by the Company to issue and
deliver (hereafter referred to as “conversion”) to Participant, in recognition of the achievement
of specified performance criteria and Participant’s continued service to the Company and at no cost
to Participant, Shares at a future date, with the maximum amount of Shares subject to this award to
equal [3 times] the Target Award plus any Shares issuable under Section 3 hereof, all as subject to
adjustment as set forth in Section 3 of the Plan. This Agreement does not entitle Participant to
any payment of cash compensation.



The Participant shall not have the rights of a stockholder in respect of the Shares underlying this
Award until such Shares are delivered to the Participant in accordance with Section 4.


 


 









 





2. Performance Conditions. The Performance Share Units are subject to the following performance
conditions:



(a) Performance Period. The Performance Period with respect to this award shall be the
[three] calendar year period January 1, 20XX
through December 31, 20XX.



(b) Relative Performance. The number of Shares which Participant will be entitled to
receive from the Company upon conversion pursuant to this Agreement following the completion of the
Performance Period is directly related to the actual level of performance achieved during such
period, defined as Threshold, Target, Stretch or Maximum.



(c) Performance Criteria. The Committee shall employ such criteria for evaluating the
performance of the Company over the Performance Period as the Committee shall in its discretion
deem appropriate (the “Performance Criteria”). These criteria, and the pre-established performance
goals with respect thereto, shall be communicated to Participant in a Performance Chart to
accompany and be made a part of this Agreement as Appendix A.



(d) Determination of Final Awards. As promptly as practicable upon the completion of the
Performance Period, the Committee shall assess and certify the relative achievement of the
Performance Criteria and determine the percentage (not to exceed [300%]), if any, of the Target
Award to be awarded to Participant (the full number of Shares resulting from the application of
such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear
no liability for any delay in such assessment. The Committee shall have the discretion to increase
the Final Award, but not beyond the Maximum, and shall have no discretion to reduce the Final Award
if and to the extent the Performance Criteria are satisfied. As promptly as practicable upon the
determination of the Final Award, the Company shall notify Participant of the number of Shares to
be issued in connection with the Final Award, including Distribution Reinvestment Shares, as
defined below, provided that the Committee and the Company shall bear no liability for any delay in
such notification.



3. Dividend Equivalent Rights. The Company shall maintain a bookkeeping account for Participant
(the “Distribution Equivalent Account”) for the purpose of crediting additional Shares attributable
to the reinvestment of dividends on the Shares into which the Performance Share Units subject to
this Agreement may be converted, as if such dividends had been reinvested in such Shares on the
date of payment. On the date of payment of a cash dividend, stock dividend, and other
distributions made generally to the holders of Shares, provided the record date for such
distribution occurs on or after the first day of the Performance Period and before recordation or
delivery of the Shares under Section 4 or conversion to Deferred Shares under Section 5, the
Company shall provisionally credit to Participant’s Distribution Equivalent Account a number of
Shares (including fractions thereof) (the “Distribution Reinvestment Shares”) equal to (a)x(b)/(c),
where (a) equals the Target Award (expressed as the number of Shares to which such Award is
equivalent), (b) equals the dollar amount of such distribution per Share, and (c) equals the
closing price of Shares on the New York Stock Exchange on such date of payment (or, if the Exchange
is closed on such date, on the immediate prior trading date).


 


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In connection with the determination of the Final Award, the Company shall recalculate the final
number of Distribution Reinvestment Shares, if any, deliverable to the Participant by assuming
that, in the foregoing equation, on each such payment date, (a) equals the Final Award (expressed
as the number of Shares to which such Award is equivalent).



The Shares credited to Participant’s Distribution Equivalent Account shall be subject to the same
forfeiture restrictions, restrictions on transferability, and elective deferral opportunities as
apply to the Shares into which the Performance Share Units subject to this Agreement may be
converted.



4. Delivery of Shares. Subject to the terms of the Plan, and any elective deferral pursuant to
Section 5 of this Agreement, within 21/2 months following the year in which the Performance Period
ends and the Final Award is no longer subject to a substantial risk of forfeiture, the Company
shall distribute to Participant the number of Shares comprising the Final Award and the number of
Distribution Reinvestment Shares calculated as provided in Section 3. In connection with the
delivery of the Shares pursuant to this Agreement, Participant agrees to execute any documents
reasonably requested by the Company.



5. Elective Deferral of Receipt of Shares. If permitted by the Company, Participant may elect, in
accordance with written plans or procedures adopted by the Company from time to time, to defer the
distribution of all or any portion of the Shares that would otherwise be distributed to Participant
hereunder pursuant to Section 4 (“Deferred Shares”). Any Deferred Shares shall be credited to a
bookkeeping account established on Participant’s behalf under Company’s written plans and/or
procedures then in effect with respect to such shares.



6. Non-Transferability. The Performance Share Units created by this Agreement are not transferable
by Participant other than by will or the laws of descent and distribution. Any attempt to transfer
contrary to the provisions hereof shall be null and void.



7. Termination of Employment.



(a) Forfeiture of All Rights. If Participant’s employment with the Company terminates for
any reason other than Disability, Involuntary Dismissal, Retirement or death prior to the
conclusion of the Performance Period, the Performance Share Units subject to this Agreement shall
immediately be cancelled and this Agreement shall become null and void and Participant (and
Participant’s estate, designated beneficiary or other legal representative) shall forfeit any
rights or interests in and with respect to the Performance Share Units, the Distribution
Reinvestment Shares, or the Shares or Deferred Shares referred to in this Agreement.
Notwithstanding the foregoing, the Committee, in its sole discretion, may determine, prior to the
effective date of any such termination, that all or a portion of any the Participant’s unvested
Performance Share Units (or Distribution Reinvestment Shares, Shares or Deferred Shares) shall not
be so cancelled and forfeited.


 


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(b) Forfeiture of Pro-Rated Rights. If the Participant’s employment with the Company
terminates
prior to the conclusion of the Performance Period due to the Participant’s Disability, Involuntary
Dismissal, Retirement or death, Participant or Participant’s beneficiary, as the case may be, will
be entitled to receive a pro-rata portion of the Final Award, contingent upon satisfaction of the
Performance Criteria, and any Distribution Reinvestment Shares credited in connection therewith,
issued to the Participant at the time specified in Section 4 of this Agreement; except that, in the
event such amount is conditioned upon a separation from service and not compensation the
Participant could receive without separating from service, then no such payment may be made to a
Participant who is a “specified employee” under Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) until the first day following the six-month anniversary of the
Participant’s separation from service. The pro-rata number of Shares to be delivered to
Participant as his or her Final Award will be calculated as (a) x (b)/(c), where (a) equals the
number of shares that would have comprised the Final Award had the last day of the final year of
Participant’s employment been the last day of the Performance Period, (b) equals the number of days
from January  , 20  to Participant’s last date of employment with the Company
prior to such Disability, Involuntary Dismissal, Retirement or death, and (c) equals [1,095].
Distribution Reinvestment Shares in connection with such Final Award shall be calculated as
provided in Section 3 through the last day of the final year of Participant’s employment. Except
with respect to such pro-rated portion of the Final Award and the Dividend Reinvestment Shares
associated therewith, the Participant shall have no other or further rights to Performance Share
Units, Dividend Reinvestment Shares, Shares or Deferred Shares under this Agreement. The pro-rated
Final Award as approved by the Committee shall be final and binding on the Participant and the
Company.



(c) Definitions. For purposes of this Agreement, “Disability” shall have the same meaning
set forth in any employment agreement between the Company and Participant; in the absence of such
an agreement, “Disability” means disability as determined in accordance with Section 409A of the
Code.



For purposes of this Agreement, “employment with the Company” shall mean and include any employment
by a Subsidiary of the Company and may in the Committee’s sole discretion also include any
employment by an Affiliate of the Company that is not a Subsidiary of the Company.



For purposes of this Agreement, “Involuntary Dismissal” shall mean the termination of Participant’s
employment with the Company through and directly attributable to an action taken by the Board, the
Committee, or the Company, other than dismissal for Cause. For purposes of this Agreement, “Cause”
shall have the same meaning set forth in any employment agreement between the Company (or any
Subsidiary or Affiliate) and Participant; in the absence of such an agreement, “Cause” shall have
the meaning set forth in Section 1 of the Plan.



For purposes of this Agreement, “Retirement” shall mean the Participant’s termination of employment
with the Company (other than for Cause) after reaching Early Retirement Age or Normal Retirement
Age, in each case as defined in the Carey Asset Management Corp. Profit Sharing Plan.


 


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8. Withholding of Income and Other Taxes. To the extent required by any federal, state or local
law, the Participant shall make such arrangements as may be required or be satisfactory to the
Company, in its sole and absolute discretion, for the payment of any tax withholding obligations
that arise in connection with the payment of the Shares underlying the Performance Share Units.
The Grantee shall pay such required withholding directly to the Company in cash upon request or may
elect to have such tax withholding obligation satisfied through withholding shares to be issued
pursuant to the Performance Share Units [or transferring already-owned shares]. The Company shall
not be required to deliver any Shares under this Agreement until such obligations are satisfied.



9. Adjustments. The Performance Share Units, Shares and Dividend Reinvestment Shares are subject
to adjustment as provided in Section 3 of the Plan.



10. Legal Compliance. The Company may postpone the time of delivery of certificates of its Shares
for such additional time as the Company shall deem necessary or desirable to enable it to comply
with the registration requirements of the Securities Act of 1933 (the “Securities Act”) or the
Securities Exchange Act of 1934 (the “Exchange Act”) or any Rules or Regulations of the Securities
and Exchange Commission promulgated thereunder or the requirements of other applicable laws,
including state laws relating to authorization, issuance or sale of securities and including the
rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may
then be listed. The Participant represents and agrees that he or she is acquiring any Shares upon
payment of the Performance Share Units for his or her own account and not with the intention of
reselling or distributing the Shares, except as permitted under this Agreement and any applicable
federal and state securities laws. The Company shall have the right to take any actions it may
deem necessary or appropriate to ensure that any issuance of Shares complies with applicable
federal and state securities laws.



If Participant fails to accept delivery of the Shares upon tender of delivery thereof, his or her
right with respect to such undelivered Shares may be terminated in the Company’s discretion, or
terminated in accordance with applicable law.


 


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11. Miscellaneous Provisions.




(a) Effect on Other Employee Benefit Plans. The value of the Performance Share Units
granted pursuant to this Agreement and the value of Shares issued and delivered hereunder will not
be included as compensation, earnings, salary or other similar terms used when calculating
Participant’s benefits under any employee benefit plan sponsored by the Company (or any
Subsidiary), except as such plan may otherwise expressly provide.



(b) No Employment Rights. The award of Performance Shares Units granted pursuant to this
Agreement does not give Participant any right to remain employed by the Company and there is no
obligation for uniformity of treatment of the Participant with any other participant or employee.



(c) Entire Agreement; Amendment. This Agreement contains the entire agreement between the
parties hereto with respect to the subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral, between the parties relating to such
subject matter. Except as provided herein, this Agreement may not be modified or amended in a
manner materially adverse to the Participant, except by a writing signed by both the Company and
Participant.



(d) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without reference to the principles of conflict of laws thereof.



(e) Notices. Any notice which may be required or permitted under this Agreement shall be
in writing and shall be delivered in person, or via facsimile transmission, overnight courier
service or certified mail, return receipt requested, postage prepaid, properly addressed as
follows:



If such notice is to the Company, to the attention of the Corporate Secretary of Company, or
at such other address as the Company, by notice to the Participant, shall designate in writing from
time to time.



If such notice is to Participant, at his or her address as shown on the Company’s records, or
at such other address as Participant, by notice to the Company, shall designate in writing from
time to time.



(f) Compliance with Laws. The issuance of the Shares pursuant to this Agreement shall be
subject to, and shall comply with, any applicable requirements of any federal and state securities
laws, rules and regulations (including, without limitation, the provisions of the Securities Act,
the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law
or regulation applicable thereto, including the rules and regulations of the New York Stock
Exchange or such other exchange on which the Shares may then be listed. The Company shall not be
obligated to issue any Shares pursuant to this Agreement if such issuance would violate any such
requirements.


 


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(g) Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not
assign any part of this Agreement without the prior express written consent of the Company in it is
discretion.



(h) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
instrument.



(i) Headings. The titles and headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.



(j) Further Assurances. Each party hereto shall do and perform (or shall cause to be done
and performed) all such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other party hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated there under.



(k) Severability. The invalidity or unenforceability of any provisions of this Agreement
in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of
this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of
this Agreement in any other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.



IN WITNESS WHEREOF, COMPANY has caused this Agreement to be executed on its behalf by an officer of
the Company thereunto duly authorized and Participant has accepted the terms of this Agreement,
both as of the date of grant.



	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Participant:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Signature:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 





 


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Appendix A. Performance Chart





 


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