Exhibit 10.4


 


Freehold
Properties, Inc. Equity Incentive Plan





performance-based
stock unit award

Award Agreement


 


This
Agreement (this “Agreement”) is made and entered into on this __ day of _______, 20__, by and between Freehold
Properties, Inc. (the “Company”) and [ ] (the “Participant”), in connection with the grant
of an Award of Stock Units made on ________, 20__ (the “Grant Date”) under the Freehold Properties, Inc. Equity
Incentive Plan (the “Plan”). For purposes of this Agreement, the defined terms in the Plan shall have the same meaning
in this Agreement, except where the context otherwise requires.


 


1.            Stock
Unit. Subject to the terms and conditions set forth in the Plan and this Agreement, the Company awards to the Participant an Award
of [ ] Stock Units (the “Award”), subject to adjustment as provided in Section 18.1 of the Plan. For purposes
of the Plan, this Agreement and, if applicable, the Participant’s employment or service agreement with the Company or an Affiliate,
references to the “target” award shall mean the full number of Stock Units set forth in this Paragraph 1. The Stock Units,
or a portion thereof, will be earned on the achievement of the applicable performance goal set forth in Exhibit A to this
Agreement during the period commencing on Grant Date and ending __________, 20__ (the “Performance Period”). The Stock
Units covered by the Award are subject to forfeiture in the event the Participant ceases to be a Service Provider prior to vesting of
such shares in accordance with the schedule in Paragraph 3, or as otherwise set forth in Paragraph 4, in each case except as may be provided
otherwise in the Participant’s employment or service agreement with the Company or an Affiliate, if applicable.


 


2.            Transfer
of Award. Except for transfers pursuant to a will or the laws of descent and distribution, the Award is not transferable and the Participant
may not make any disposition of the Award, the shares of Common Stock that may be issued under the Award, or any interest herein, prior
to the date the Award is settled and shares of Common Stock are issued to the Participant; provided, however, that the Award may be transferred
to the extent consented to by the Committee. As used herein, “disposition” means any sale, transfer, encumbrance, gift, donation,
assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary
or involuntary, and whether during the Participant’s lifetime or upon or after the Participant’s death, including, but not
limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy, or attachment, except a
transfer by will or by the laws of descent or distribution. Any attempted disposition in violation of this Paragraph is void.


 


3.            Vesting
and Settlement of Award.


 


(a)            Except
as otherwise provided in the Plan, this Agreement or, if applicable, the Participant’s employment or service agreement with the
Company or an Affiliate, the Stock Units will vest when the Committee determines the level of achievement of performance in accordance
with Exhibit A. The Participant will receive one share of Common Stock for each Stock Unit that vests, with the issuance of
such shares occurring within sixty (60) days after the end of the Performance Period or, if vesting occurs due to a Change in Control
or termination of the Participant’s Service, within sixty (60) days after such event. Any Stock Units that do not vest will thereupon
be cancelled and forfeited.


 


(b)           For clarity, the Stock
Units may become vested prior to completion of the Performance Period in the event of a Change in Control (to the extent provided in the
Plan or by the Committee) or in connection with a termination of Service (to the extent so provided in Paragraph 4 of this Agreement or
in the Participant’s employment or service agreement with the Company or an Affiliate, if applicable, or to the extent so determined
by the Committee).


 






     


     


    

 


(c)            For
clarity, the Company shall not deliver shares of Common Stock to the Participant until the Award vests. Any certificates representing
the shares of Common Stock issued pursuant to this Agreement shall be issued in the Participant’s name; however, in lieu of issuing
stock certificates, the Company may record shares of Common Stock subject to the Award in book entry form.


 


4.            Termination
of Services.


 


(a)            The
Award will automatically become fully vested upon termination of the Participant’s Service (i) due to the Participant’s
death, (ii) by the Company without Cause (including termination by the Company due to the Participant’s Disability) or (iii) by
the Participant for Good Reason.


 


(b)            Except
as provided in Paragraph 4(a) or, if applicable, the Participant’s employment or service agreement with the Company or an Affiliate,
all Stock Units that have not yet become vested on the date of termination of the Participant’s Service shall automatically be forfeited
as of the date of termination.


 


5.            Status
of Participant. The Participant shall not be deemed a stockholder of the Company with respect to shares of Common Stock that may be
issued upon or following vesting of the Award and shall not be entitled to exercise voting rights or to receive dividends with respect
thereto unless and until the Award vests and shares of Common Stock are issued to the Participant; provided, however, the Participant
shall accrue Dividend Equivalent Rights while the Award is outstanding, which Dividend Equivalent Rights shall be credited to the Participant
and paid in cash to the Participant at or following vesting of the Award when shares of Common Stock are issued to the Participant.


 


6.            Tax
Withholding. The Award shall be subject to applicable tax withholding obligations. The Company shall withhold from the Award the number
of shares of Common Stock with a Fair Market Value that is equivalent to the Company’s federal, state and other tax withholding
obligations unless the Participant makes other arrangements to pay to the Company the amount of such required withholdings. The Company
shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due the Participant taxes required
to be withheld with respect to the Award.


 


7.            No
Effect on Capital Structure. The Award shall not affect the right of the Company or any Subsidiary to reclassify, recapitalize or
otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup,
or otherwise reorganize.


 






    2 


     


    

 


8.            Committee
Authority. Any question concerning the interpretation of this Agreement, any adjustments required to be made under the Plan and any
controversy that may arise under the Plan or this Agreement shall be determined by the Committee in its sole discretion. Such decision
by the Committee shall be final and binding.


 


9.            Plan
Controls. The terms of this Agreement are governed by the terms of the Plan, as it exists on the date of this Agreement and as the
Plan is amended from time to time. The Plan, and all amendments thereto, shall be deemed a part of this Agreement as if fully set forth
herein In the event of any conflict between the provisions of the Agreement and the provisions of the Plan, the terms of the Plan shall
control, except as expressly stated otherwise. The term “Section” generally refers to provisions within the Plan. The term
 “Paragraph” shall refer to a provision of this Agreement.


 


10.            Notice.
Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail, delivery
service or electronic mail. The Company or Participant may change, by written notice to the other, the address previously specified for
receiving notices. Notices delivered to the Company shall be addressed as follows:


 


Freehold Properties, Inc.





Attn: 





232 3rd
Ave N





Franklin, Tennessee
37064





Phone: 





Email: 


 


Notices to the Participant
shall be hand-delivered to the Participant on the premises of the Company or its Subsidiaries, or sent via electronic mail or mailed to
the last address shown on the records of the Company.


 


11.            Information
Confidential. As partial consideration for the granting of the Award, the Participant agrees that he or she will keep confidential
all information and knowledge that the Participant has relating to the manner and amount of his or her participation in the Plan; provided,
however, that such information may be disclosed as required by law and may be given in confidence to the Participant’s spouse, tax
and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan.


 


12.            Amendment.
The Company, acting through the Committee or through the Board, may amend this Agreement at any time for any purpose determined by the
Company in its sole discretion that is consistent with the Plan, including but not limited to an amendment to accelerate the vesting of
the Award or to permit transfers of the Award to certain individuals specified by the Participant. All amendments must be in writing.
The Company may not amend this Agreement, however, without the Participant’s express agreement to any amendment that could adversely
affect the material rights of the Participant.


 






    3 


     


    

 


13.            Governing
Law. Except as is otherwise provided in the Plan, where applicable, the provisions of this Agreement shall be governed by the internal
laws of the State of Maryland, without regard to the principles of conflicts of laws thereof.


 


[Execution Page Follows]


 






    4 


     


    

 


EXECUTION PAGE


 


In
Witness Whereof, the Company has caused this Agreement to be executed and the Participant has set his hand hereto on the day
and year first above written.


 


		FREEHOLD
PROPERTIES, INC.






 


		By:	 






		Name: 	
	 	Title:	






 





	 	PARTICIPANT
	 	 
	 	 
	 	 



 






     


     


    

 


EXHIBIT A


 


The Stock Units granted pursuant to the Award
will vest based on the Company’s absolute total return to stockholders (“TSR”). Except to the extent provided
otherwise in the Plan, the Agreement or, if applicable, the Participant’s employment or service agreement with the Company or an
Affiliate, performance will be measured over the Performance Period. The number of Stock Units that vest will be determined as follows
(rounded down to the nearest whole share):


 


	Absolute TSR Vesting Schedule	 
	TSR Performance	 	 	% of Stock Units That Vest	 
	 	24.0	%	 	 	0	%
	 	30.0	%	 	 	50	%
	 	36.0	%	 	 	100	%



 


To the extent performance is between any two designated amounts, the
percentage of the Award earned will be determined using a straight line linear interpolation between the two designated amounts.


 


For purposes of calculating the number of Stock Units that vest, the
Company’s TSR will be equal to (i) (a) the value per share of Common Stock at the end of the Performance Period, assuming
reinvestment on the payment date of dividends, less (b) the value per share at the beginning of the Performance Period, divided by
(ii) the value per share at the beginning of the Performance Period, expressed as a percentage (rounded to the nearest tenth of a
percent (0.1%)). For this purpose, the value per share at the beginning of the Performance Period will be initial public offering price
of the Common Stock, and the value per share at the end of the Performance Period will be the average closing stock price over last fifteen
(15) trading days ending on the last trading day of the Performance Period.


 






    2