exhibit103formofrsuaward






                                                                   EXHIBIT 10.3                            AWARD  CERTIFICATE                            NON-TRANSFERABLE GRANT TO                                       Name                                   (“Participant”)   of the following award pursuant to and subject to the provisions of the Duke Realty Corporation 2015  Long-Term Incentive Plan (the “Incentive Plan”) and to the terms and conditions set forth herein.                           RESTRICTED STOCK UNITS                                       X,XXX  restricted stock units convertible into shares of common stock, par value $0.01, of the Company  (the “Units") pursuant to and subject to the provisions of the Incentive Plan and to the terms and  conditions set forth herein.  Unless vesting is accelerated in accordance with the Incentive Plan,  the Units shall vest (become non-forfeitable) in accordance with the following schedule:                    Continuous Status as a  Number of                        Participant       Units Vesting Percent of                      after Grant Date     Per Year    Units Vested                    Less than 1 Year         0            0%                        1 Year             X,XXX        33 1/3%                        2 Years            X,XXX        33 1/3%                        3 Years            X,XXX        33 1/3%                      Total Vesting         X,XXX    IN WITNESS WHEREOF, Duke Realty Corporation has caused this Certificate to be executed as of the  Grant Date, as indicated below.   DUKE REALTY CORPORATION                    ACCEPTED BY PARTICIPANT:   By:  ____________________________          ________________________________     [Name]                                  Name     [Title]                                 ________________________________                                              Date    Grant Date:  





 






DEFINITIONS:                                              hereof (the “Units”) which represent the right to receive an equal number  Capitalized  terms  used  herein  and  not  otherwise  defined  shall  have  the of Shares of the Company’s Stock on the terms set forth in this Certificate.  meanings assigned to such terms in the Incentive Plan. Without limiting the  foregoing,  the  following  terms  shall  have  the  following  meanings  for 2. Vesting of Units.  The Units have been credited to a bookkeeping account  purposes of this award certificate (“Certificate”):       on behalf of Participant.  The Units will vest and become non-forfeitable on                                                            the earliest to occur of the following (the “RSU Vesting Date”):     (a) “Retirement” means Participant’s termination of employment with  the Company or an Affiliate, other than a Termination for Cause, on or after (a)  as to the number of the Units specified on page 1 hereof, on the  Participant  attains  the  age  of  55  years  provided  that,  as  of  the  date  of respective anniversaries of the Grant Date specified on page 1 hereof, or   termination,  the  sum  of  the  number  of  whole  years  of  Participant’s  employment with the Company or an Affiliate plus Participant’s age totals (b)  the termination of Participant’s employment from the Company or  at least 65 years.                                        any Affiliate due to death or Disability, or      (b)   “Termination  for  Cause”  means  Participant’s  termination  of (c)  the termination of Participant’s employment from the Company or  employment with the Company or an Affiliate for Cause (as defined in the any Affiliate without Cause (or Participant’s Resignation for Good Reason)  Incentive  Plan)  or  by  reason  of  Participant’s  (i)  violation  of  material within one year following the occurrence of a Change in Control, or  Company  or  Affiliate  policies  or  (ii)  breach  of  non-competition,  confidentiality or other restrictive covenants that may apply to Participant. (d)  the  occurrence  of  a  Change  in  Control,  if  this  Award  is  not                                                            equitably converted or substituted by the Surviving Corporation.     (c)  “Resignation for Good Reason” after a Change in Control means,  without Participant’s prior written consent: (i) a forced move to a location If Participant’s employment terminates prior to the RSU Vesting Date for  more than 60 miles from Participant’s place of business immediately prior any reason other than Section 2(b), (c) or (d) above or Retirement (or in the  to the Change in Control; or (ii) a material reduction in Participant’s base event Participant is given notice of Termination for Cause on or prior to the  salary and/or annual incentive bonus target as compared to that in effect RSU Vesting Date), Participant shall forfeit all right, title and interest in  immediately prior to the Change in Control.  Participant may not resign for and to the Units as of the date of such termination (or as of the date of receipt  Good Reason without providing the employer written notice of the grounds of such notice of Termination for Cause, if applicable) and the Units will  that Participant believes constitute Good Reason and giving the employer be reconveyed to the Company without further consideration or any act or  at least 30 days after such notice to cure and remedy the claimed event of action by Participant.  If Participant’s employment terminates by reason of  Good Reason.                                              Retirement  prior to  the  RSU  Vesting  Date,  then,  subject  to  Paragraph  7                                                            below,  the  Units  shall  continue  to  vest  in  accordance  with  the  schedule  RESTRICTED STOCK UNITS:                                   shown on page 1 of this Certificate on the same basis as if no termination                                                            of service with the Company had occurred.  If Section 409A of the Code is  1. Grant of Units.  The Company hereby grants to Participant, subject to the determined to apply  to this Award, any reference  herein to  Participant’s  restrictions and the terms and conditions set forth in the Incentive Plan and “termination  of  employment”  shall  be  interpreted  to  mean  Participant’s  in this Certificate, the number of restricted stock units indicated on page 1 “separation from service” as defined in Code Section 409A and Treasury                                                            regulations and guidance with respect to such law.                                                          - 2 - 





 






                                                          Participant shall forfeit all right, title and interest in and to such dividend- 3. Conversion to Stock.  Unless the Units are forfeited prior to the RSU equivalent Units as of the date of receipt of such notice of Termination for  Vesting  Date  as  provided  in  Paragraph  2,  or  deferred  as  provided  in Cause, and such Units will be reconveyed to the Company without further  Paragraph 4, the Units will be converted to actual shares of Stock on the consideration or any act or action by Participant.  Upon conversion of the  later of (i) the RSU Vesting Date, or (ii) if required by Code Section 409A Units into shares of Stock, Participant will obtain full voting and other rights  and Treasury regulations and guidance with respect to such law, the six- as a stockholder of the Company.  month  anniversary  of  Participant’s  separation  from  service  (the  “Conversion  Date”),  and  stock  certificates  evidencing  the  conversion  of 6. Payment of Taxes.  Participant will, no later than the date as of which  Units into shares of Stock will be registered on the books of the Company any amount related to the Units first becomes includable in Participant’s  in Participant’s name as of the Conversion Date and delivered to Participant gross income for federal income tax purposes, pay to the Company, or make  as soon as practical thereafter.                          other  arrangements  satisfactory  to  the  Committee  regarding  payment  of,                                                            any federal, state and local taxes of any kind (including Participant’s FICA  4. Deferral Election.  If permitted by the Committee, Participant may elect obligation) required by law to be withheld with respect to such amount.   with respect to any or all of the Units to defer delivery of the shares of Stock Without limiting the foregoing, the Company may permit or require that  that  would  otherwise  be  due  on  the  original  Conversion  Date  until  a any  such  withholding  requirement  be  satisfied,  in  whole  or  in  part,  by  designated later time.  If such deferral election is permitted, the Committee having the Company withhold from the Units upon settlement a number of  shall,  in  its  sole  discretion,  establish  the  rules  and  procedures  for  such shares of Stock having a  Fair Market Value on the date of withholding,  payment  deferrals  in  compliance  with  Section  409A  of  the  Code  and equal to the minimum amount (and not any greater amount) required to be  Treasury regulations and guidance with respect to such law.  withheld for tax purposes, all in accordance with such procedures as the                                                            Secretary  establishes.   The  obligations  of  the  Company  under  this  5. Dividend Equivalents.  If and when dividends or other distributions are Certificate will be conditional on such payment or arrangements, and the  paid with respect to the Stock while the Units are outstanding, the dollar Company and, where applicable, its Affiliates, will, to the extent permitted  amount or fair market value of such dividends or distributions with respect by law, have the right to deduct any such taxes from any payment of any  to  the  number  of  shares  of  Stock  then  underlying  the  Units  shall  be kind otherwise due to Participant.  converted  into  additional  Units  in  Participant’s  name,  based  on  the  Fair  Market Value of the Stock as of the date such dividends or distributions GENERAL PROVISIONS:  were  payable.   Such  additional  Units  acquired  upon  the  reinvestment  of  dividends  or  distributions  shall  be  immediately  vested  when  credited  to 7. Special Rules Regarding Retirement. As consideration for the extended  Participant’s account, but will be converted to actual shares of Stock on the vesting  or  exercise  period  of  the  Awards  as  a  result  of  Participant’s  earlier of: (i) the same date as the original Units with respect to which they Retirement, and provided that Participant has not previously entered into a  were credited are converted to Stock, or (ii) if such original Units fail to non-competition agreement with the Company, Participant shall enter into  vest and are therefore forfeited, as soon as practical after the date on which a non-competition agreement with the Company at the time of Participant’s  the  original  Units  were  forfeited  (or  six  months  after  Participant’s Retirement if requested by the Committee or the Chief Executive Officer  separation from service if necessary to comply with Section 409A of the within 60 days following the date of Retirement, in such form as shall be  Code).  Notwithstanding the foregoing sentence, in the event Participant is reasonably  determined  by  the  Committee.  In  the  event  that  Participant  given notice of Termination for Cause on or prior to the conversion date, refuses  to  enter  into  such  non-competition  agreement,  then  all  of  the                                                          - 3 - 





 






Awards, that were not vested as of the date immediately preceding the date to terminate Participant’s service at any time, nor confer upon Participant  of Participant’s Retirement shall expire on the earlier of (i) the time of such any right to continue in the service of the Company or any Affiliate.  refusal, or (ii) 5:00 p.m., Eastern Time, on the 60th day following the date  of Participant’s Retirement. In the event that Participant enters into or has 11.  Amendment.  The  Committee  may  amend,  modify  or  terminate  this  previously entered into and breaches a non-competition agreement, all of Certificate without approval of Participant; provided, however, that such  the outstanding Awards under this award certificate and under any prior amendment,  modification  or  termination  shall  not,  without  Participant’s  award certificate for Units granted under the Incentive Plan that were not consent,  reduce  or  diminish  the  value  of  this  Award.  Notwithstanding  vested as of the date immediately preceding the date of Retirement shall anything herein to the contrary, the Committee may, without Participant’s  expire immediately as of the time of such breach.         consent,  amend  or  interpret  this  Certificate  to  the  extent  necessary  to                                                            comply  with  Section  409A  of  the  Code  and  Treasury  regulations  and  8.  Changes  in  Capital  Structure.  The  provisions  of  Article  15  of  the guidance with respect to such law.  Incentive Plan shall apply to these Awards and are incorporated herein by  reference. Without limiting the foregoing, in the event the Stock shall be 12. Compensation Recoupment Policy. This Award shall be subject to any  changed into or exchanged for a different number or class of shares of stock compensation recoupment policy of the Company that is applicable by its  or  securities  of  the  Company  or  of  another  company,  whether  through terms to Participant and to Awards of this type.  reorganization, recapitalization, statutory share exchange, reclassification,  stock  split-up,  combination  of  shares,  merger  or  consolidation,  or 13. Incentive Plan Controls. The terms contained in the Incentive Plan are  otherwise, there shall be substituted for each share of Stock then underlying incorporated into and made a part of this Certificate and this Certificate  the Awards subject to this certificate the number and class of shares into shall be governed by and construed in accordance with the Incentive Plan.  which each outstanding share of Stock shall be so exchanged. In the event of any actual or alleged conflict between the provisions of the                                                            Incentive Plan and the provisions of this Certificate, the provisions of the  9. Restrictions on Transfer and Pledge. No right or interest of Participant in Incentive Plan shall be controlling and determinative.  these Awards may be pledged, encumbered, or hypothecated to or in favor  of any party other than the Company or an Affiliate, or shall be subject to 14. Successors. This Certificate shall be binding upon any successor of the  any lien, obligation, or liability of Participant to any other party other than Company, in accordance with the terms of this Certificate and the Incentive  the Company or an Affiliate. The Awards are not assignable or transferable Plan.  by Participant other than by will or the laws of descent and distribution or  pursuant  to  a  domestic  relations  order  that  would  satisfy  Section 15.  Severability.  If  any  one  or  more  of  the  provisions  contained  in  this  414(p)(1)(A) of the Code if such Section applied to an Award under the Certificate is invalid, illegal or unenforceable, the other provisions of this  Incentive Plan.                                           Certificate  will  be  construed  and  enforced  as  if  the  invalid,  illegal  or                                                            unenforceable provision had never been included.  10.  Limitation  of  Rights.  The  Awards  do  not  confer  to  Participant  or  Participant’s beneficiary any rights of a shareholder of the Company unless 16. Notice. Notices and communications under this Certificate must be in  and until Shares are in fact issued to such person in connection with the writing  and  either  personally  delivered  or  sent  by  registered  or  certified  exercise  or  conversion  of  the  Awards.  Nothing  in  this  Certificate  shall United States mail, return receipt requested, postage prepaid. Notices to the  interfere with or limit in any way the right of the Company or any Affiliate Company  must  be  addressed  to  Duke  Realty  Corporation,  8711  River                                                          - 4 - 





 






Crossing Blvd, Indianapolis, IN 46240; Attn: General Counsel, or any other  address  designated  by  the  Company  in  a  written  notice  to  Participant.  Notices to  Participant  will be directed  to  the  address  of  Participant then  currently  on  file  with  the  Company,  or  at  any  other  address  given  by  Participant in a written notice to the Company.                                                           - 5 -