exhibit108.htm - Generated by SEC Publisher for SEC Filing







Exhibit 10.8


 





 


 


ETRE
REIT, LLC


2014 NON-MANAGEMENT
DIRECTOR COMPENSATION PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


THIS
AGREEMENT is made by and between ETRE REIT, LLC, a Delaware series limited
liability company (the "Company") and ________ (the "Grantee"),
dated as of the __th day of ________, 2014. 


WHEREAS,
the Company maintains the ETRE REIT, LLC 2014 Non-Management Director
Compensation Plan (the "Plan") (capitalized terms used but not
defined herein shall have the respective meanings ascribed thereto by the
Plan); and


WHEREAS,
the Grantee is a Director and eligible to receive an Award under the Plan; and


WHEREAS,
in accordance with the Plan, the Committee has determined that it is in the
best interests of the Company and its shareholders to grant Restricted Shares
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 _______ Series __ Restricted Shares of the Company,
subject to the terms and conditions of this Agreement and further 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 the terms or
conditions in this Agreement conflict with any provision of the Plan, the terms
and conditions set forth in the Plan shall govern. 


            2.         Restrictions
and Conditions.  


            The Series __ Restricted
Shares awarded pursuant to this Agreement and the Plan shall be subject to the
following restrictions and conditions: 


(a)        Subject to clauses (c) 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 service
continues, with respect to ____ of the Shares granted hereunder, on each of the
first ____ anniversaries of the date hereof.


 


(b)        Except as provided in the foregoing clause
(a), below in this clause (b) or in the Plan, the Grantee shall have, in
respect of the Shares of Series __ Restricted Shares, all of the rights of a Series
__ shareholder of the Company, including the right to vote the Shares and the
right to receive dividends.  Unless otherwise provided by the Committee, the
Grantee shall be entitled to receive any cash dividends on any shares of Series
__ Restricted Shares (whether or not then subject to restrictions) which have
not been forfeited if and when dividends are paid to holders of Series __
Shares generally. Series __ 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 Series __ Restricted Shares. 






	
   

  	
   

  	
   

  




 







 





 





 


(c)        In the event the Grantee has a Termination
of Service for any reason, during the Restriction Period, then all Series __ Shares
still subject to restriction shall thereupon, and with no further action, be
forfeited by the Grantee.


 


3.
        Miscellaneous.  


(a)        THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,  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 in good faith interpret this Agreement and the
Plan, with such interpretations to be conclusive and binding on all persons and
otherwise accorded the maximum deference permitted by law, provided that the
Committee's interpretation shall not be entitled to deference on and after a
Change in Control except to the extent that such interpretations are made
exclusively by members of the Board who are individuals who served as Board
members before the Change in Control 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 in accordance with
the foregoing provisions of this Paragraph 3(b) 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 its principal office, addressed to the attention of the Committee;
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(c). 


(d)        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 any certificates
for the stock or securities or the other property that the Grantee is entitled
to receive by reason of ownership of Series __ Restricted Shares in a manner
consistent with the Plan, and such stock, securities or other property shall
become subject to the restrictions and requirements imposed under this
Agreement and the Plan, and the certificates therefor or other evidence shall
bear a legend similar in form and substance to the legend set forth in the
Plan. 






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(e)        Unless otherwise
provided by the Committee, any shares or other securities distributed to the Grantee
with respect to Series __ Restricted Shares or otherwise issued in substitution
of Series __ Restricted Shares shall be subject to the restrictions and
requirements imposed by this Agreement and the Plan, including depositing the
certificates therefor with the Company together with a stock power and bearing
a legend as provided in the Plan. 


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


(g)        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. 


(h)        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 shareholders to terminate the Grantee's employment or
other service at any time. Employment or service for only a portion of the
vesting period, even if a substantial portion, will not entitle the Grantee to
any proportionate vesting or avoid or mitigate a termination of rights and
benefits upon or following a Termination of Service as provided in this
Agreement or under the Plan. 


(i)         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. 


(j)         This Agreement may be executed in any
number of counterparts, including via facsimile, each of which shall be deemed
to be an original and all of which together shall be deemed to be one and the
same instrument.


(k)        Except as otherwise provided in the Plan,
no amendment or modification hereof shall be valid unless it shall be in
writing and signed by all parties hereto.


 


 


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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.


ETRE REIT, LLC


  


 


By:                                                                       


Name:      


Title:        


 


 


______________________________________


 









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