Exhibit 10.6


 


TRINITY PLACE HOLDINGS INC.


 


FORM OF RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock Unit Agreement (this
“Agreement”), entered into _____________, effective as of _____________ (the “Grant Date”),
by and between _____________ (“Employee”) and Trinity Place Holdings Inc. (the “Company”).


 


1.           Award.
The Company hereby grants to Employee, and Employee hereby accepts, an award (the “Restricted Stock Units Award”)
of _____________ restricted stock units (“Restricted Stock Units”). Each Restricted Stock Unit represents the
right to receive one share of common stock of the Company (“Common Stock”), upon the terms and subject to the
conditions set forth in this Agreement.


 


2.          Rights
as Stockholder. Except as otherwise provided herein, Employee shall not have any rights of a stockholder with respect to
the Restricted Stock Units until shares of Common Stock are distributed to Employee in settlement of such Restricted Stock Units.


 


3.         Vesting.
_____________ (___) of the Restricted Stock Units shall be vested on each of [first anniversary of Grant Date][, second anniversary
of Grant Date][and third anniversary of Grant Date], subject to Employee’s continued employment on the applicable vesting
dates. In the event Employee’s employment is terminated by the Company without Cause (as defined in Paragraph 21), all of
the unvested RSUs shall vest immediately.


 


4.          Settlement.
Subject to Paragraph 9, one share of Common Stock shall be distributed to Employee upon the vesting of each Restricted Stock
Unit in accordance with Paragraph 3. Such distribution shall be made within thirty (30) days (or on the sixtieth (60th)
day in connection with the acceleration of vesting of the Restricted Stock Unit upon a termination of employment) following the
applicable date of vesting; provided, that notwithstanding the foregoing the Company has the right to pay cash in lieu of making
a distribution of Common Stock in an amount per share equal to the average of the closing trading price per share on the 10 trading
days prior to settlement (or if the Common Stock is not then traded, the fair market value per share as determined by the Board,
as defined below).


 


5.           Termination
of Employment. Upon Employee’s termination of employment with the Company, Employee shall forfeit any then unvested
Restricted Stock Units (after giving effect to any accelerated vesting provided for in Paragraph 3) and such Restricted Stock Units
will be cancelled for no value.


 


6.          Adjustments
to Shares. In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination
or exchange of shares or other similar transaction), the Board of Directors of the Company (the “Board”) shall
adjust Restricted Stock Units to preserve the benefits or potential benefits thereof by adjusting the number and kind of shares
subject to the Restricted Stock Unit Award.


 




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7.         Section
409A Compliance/Taxes Generally. The intent of the parties is that payments and benefits under this Agreement comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and
accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith.
Notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with
the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Employee would
be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the
Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment
for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary,
to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that
would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between
Employee and the Company during the six-month period immediately following Employee’s separation from service shall instead
be paid on the first business day after the date that is six months following Employee’s separation from service (or, if
earlier, Employee’s date of death). The Company makes no representation that any or all of the payments described in this
Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the
Code from applying to any such payment. Employee shall be solely responsible for the payment of any taxes and penalties incurred
under 409A or any other provision of the Code. Without limiting the foregoing, the Company makes no representation as to the tax
treatment of Employee with respect to the grant, vesting, or settlement of the Restricted Stock Units.


 


8.         Certificates;
Cash in Lieu of Fractional Shares. To the extent that this Agreement provides for issuance of certificates to reflect the
payment of the Restricted Stock Unit Award, the transfer of such shares may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the rules of any securities exchange or similar entity. In lieu of issuing a fraction of a
share of Common Stock pursuant to this Agreement, the Company may pay to Employee an amount in cash equal to the fair market value
of such fractional share.


 


9.          Withholding.
At the time Employee recognizes taxable income with respect to the Restricted Stock Units, Employee shall pay an amount equal to
the taxes the Company determines it is required to withhold under applicable tax laws with respect thereto. Employee may satisfy
the foregoing requirement (i) by making a payment to the Company in cash, (ii) by delivering already owned unrestricted shares
of Common Stock or (iii) by having the Company withhold a number of shares of Common Stock in which Employee is otherwise entitled
under this Agreement (each of (ii) or (iii), “Share Settlement”); provided that Share Settlement shall only
be permitted if approved by the Board, which approval shall not be unreasonably withheld after taking into account the liquidity
of the Common Stock and the Company’s available cash reserves at the time of withholding; and, provided further, that such
shares may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory
withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable
income). Subject to applicable law, and provided there are no adverse accounting consequences to the Company, if available cash
reserves are inadequate to permit share delivery and/or withholding at the time Employee recognizes taxable income with respect
to the Restricted Stock Units, but such cash reserves become adequate within the ninety (90) day period immediately thereafter,
Employee shall be permitted to deliver to the Company for cash payment shares of Common Stock during such 90 day period in an amount
not to exceed Employee’s initial payment obligations pursuant to the first sentence of this section (it being understood
that this sentence is not intended to change or otherwise alter the timing of such initial payment obligation).


 


10.           Nontransferability.
Neither the Restricted Stock Units nor any interest or right therein or part thereof may be sold, assigned, transferred, pledged
or otherwise encumbered in any manner otherwise than by will or by the laws of descent or distribution.


 




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11.          Protections
Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance,
gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the
Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement or the Company’s certificate
of incorporation or bylaws, will be valid, and the Company will not transfer any shares resulting from the settlement of Restricted
Stock Units on its books nor will any of such shares be entitled to vote, nor will any dividends be paid thereon, unless and until
there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition
to and not in lieu of any other remedies, legal or equitable, available to enforce such provisions.


 


12.         Representations.
Employee has reviewed with her own tax advisors the applicable tax (U.S., state, and local) consequences of the transactions contemplated
by this Agreement. Employee is relying solely on such advisors and not on any statements or representations of the Company or any
of its agents. Employee understands that she (and not the Company) shall be responsible for any tax liability that may arise as
a result of the transactions contemplated by this Agreement.


 


13.         Investment
Representation. Employee hereby represents and warrants to the Company that Employee, by reason of Employee’s business
or financial experience (or the business or financial experience of Employee’s professional advisors who are unaffiliated
with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has
the capacity to protect Employee’s own interests in connection with the transactions contemplated under this Agreement.


 


14.         Heirs
and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns,
and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business. If any benefits deliverable to Employee under this Agreement have not been delivered at the
time of Employee’s death, such benefits shall be delivered to the beneficiary or beneficiaries designated by Employee in
a writing filed with the Company in such form and at such time as the Company shall require. If a deceased Employee fails to designate
a beneficiary, or if the designated beneficiary does not survive Employee, any benefits distributable to Employee shall be distributed
to the legal representative of the estate of Employee.


 


15.          Administration.
The authority to manage and control the operation and administration of this Agreement shall be vested in the Board or a committee
thereof, and the Board or such committee shall have all powers with respect to this Agreement. Any interpretation of the Agreement
by the Board or such committee and any decision made by it with respect to the Agreement is final and binding on all persons.


 


16.         Not
An Employment Contract or Contract of Continued Service. The grant of Restricted Stock Units pursuant to this Agreement
will not confer on Employee any right with respect to continuance of employment or other service with the Company or any affiliate,
nor will it interfere in any way with any right the Company or any affiliate would otherwise have to terminate or modify the terms
of such Employee’s employment or other service at any time.


 


17.         Amendment.
This Agreement may be amended by written agreement of Employee and the Company.


 


18.         
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable
to the extent permitted by law.


 


19.         Applicable
Law. The provisions of this Agreement shall be construed in accordance with the laws of the State of New York without giving
effect to the conflict of law rules thereof.


 




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20.          Entire
Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes in
their entirety all prior undertakings and agreements of the Company and Employee with respect to the subject matter hereof.


 


21.         
Definition of Cause. “Cause” shall mean (i) any breach by Employee of any employment agreement
or any other written agreement between Employee and the Company; (ii) any failure by Employee to comply with the Company’s
written policies or rules, as they may be in effect from time to time during Employee’s employment, if such failure causes
material harm to the Company; (iii) Employee’s failure to follow reasonable and lawful instructions from the person to whom
Employee reports; (iv) Employee’s commission of a felony under the laws of the United States or any State; (v) Employee’s
misappropriation of funds or property of the Company; (vi) Employee’s neglect of Employee’s duties; or (vii) any gross
or willful misconduct by Employee resulting in a material loss to the Company or material damage to Employee’s reputation
or the reputation of the Company; provided however, if any such event describe in clause (i), (ii) , (iii), (vi) or (vii) occurs
and is reasonably curable, no termination for Cause shall be made unless Employee fails to cure such event promptly and in no event
later than ten days after written notice thereof is given to Employee by the Company.


 


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IN WITNESS WHEREOF, the parties have executed
and delivered this Agreement as of the date first above written.


 


	 	Trinity Place Holdings Inc.
	 	 
	 	By: 	 
	 	Name: 
	 	Title: 


 


By accepting this Agreement, Employee acknowledges
that [she/he] has received and read, and agrees that this Restricted Stock Unit Award shall be subject to, the terms of this Agreement.


 


	 	 


 




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