exhibit102formofannualrs






                                                                                                                                                 EXHIBIT 10.2             RESTRICTED STOCK UNIT AWARD CERTIFICATE                            for Non-Employee Directors                                   Non-transferable                                     GRANT TO                                     Name                                  (“Participant”)                        by Duke Realty Corporation (the “Company”) of                                      X,XXX      restricted stock units convertible into shares of its common stock, par value $0.01 (the “Units")   pursuant to and subject to the provisions of the Duke Realty Corporation 2015 Non-Employee Directors  Compensation  Plan, (the “Directors  Compensation  Plan”),  which is operated as  a subplan of  the  Duke  Realty Corporation 2015 Long-Term Incentive Plan (the “Incentive Plan” and, together with the Directors  Compensation Plan, the “Plans”), and to the terms and conditions set forth on the following page.     Unless vesting is accelerated in accordance with the Plans, the Units shall vest (become non-forfeitable) in  accordance with the following schedule:                      Continuous Status as a  Number of                         Participant       Units Vesting Percent of Units                      after Grant Date      Per Year       Vested                     Less than 1 Year         0             0%                          1 Year             X,XXX          100%    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:   





 






TERMS AND CONDITIONS  DEFINITIONS:                                              termination  and  the  Units  will  be  reconveyed  to  the  Company  without  Capitalized  terms  used  herein  and  not  otherwise  defined  shall  have  the further consideration or any act or action by Participant.  If Section 409A  meanings assigned to such terms in the Incentive Plan. Without limiting the of the Code is determined to apply to this Award, any reference herein to  foregoing,  the  following  terms  shall  have  the  following  meanings  for Participant’s  termination  of  service  shall  be  interpreted  to  mean  purposes of this award certificate (“Certificate”):       Participant’s “separation from service” as defined in Code section 409A and                                                            Treasury regulations and guidance with respect to such law.     (a) “Director Retirement” means retirement of the director on or  after  attaining  the  age  of  55.   Notwithstanding  the  foregoing, 3. Conversion to Stock.  Unless the Units are forfeited prior to the RSU  retirement of a Non-Employee Director shall not be deemed to have Vesting  Date  as  provided  in  Paragraph  2,  or  deferred  as  provided  in  occurred unless it constitutes a “separation from service” within the Paragraph 4, the Units will be converted to actual shares of Stock on the  meaning of Section 409A of the Code, without giving effect to any later of (i) the RSU Vesting Date, or (ii) if required by Code Section 409A                                                            and Treasury regulations and guidance with respect to such law, the six- elective provisions that may be available under such definition.                                                           month  anniversary  of  Participant’s  separation  from  service  (the                                                            “Conversion  Date”),  and  stock  certificates  evidencing  the  conversion  of                                                            Units into shares of Stock will be registered on the books of the Company  RESTRICTED STOCK UNITS:                                   in Participant’s name as of the Conversion Date and delivered to Participant                                                            as soon as practical thereafter.    1. Grant of Units.  The Company hereby grants to Participant, subject to the  restrictions and the terms and conditions set forth in the Incentive Plan and                                                            4. Deferral Election.  If permitted by the Committee, Participant may elect  in this Certificate, the number of restricted stock units indicated on page 1                                                            with respect to any or all of the Units to defer delivery of the shares of Stock  hereof (the “Units”) which represent the right to receive an equal number                                                            that  would  otherwise  be  due  on  the  original  Conversion  Date  until  a  of Shares of the Company’s Stock on the terms set forth in this Certificate.                                                            designated later time.  If such deferral election is permitted, the Committee                                                            shall,  in  its  sole  discretion,  establish  the  rules  and  procedures  for  such  2. Vesting of Units.  The Units have been credited to a bookkeeping account                                                            payment  deferrals  in  compliance  with  Section  409A  of  the  Code  and  on behalf of Participant.  The Units will vest and become non-forfeitable on                                                            Treasury regulations and guidance with respect to such law.   the earliest to occur of the following (the “RSU Vesting Date”):                                                            5. Dividend Equivalents.  If and when dividends or other distributions are     (a)  as to the number of the Units specified on page 1 hereof, on the                                                            paid with respect to the Stock while the Units are outstanding, the dollar        respective  anniversaries  of  the  Grant  Date  specified  on  page  1                                                            amount or fair market value of such dividends or distributions with respect        hereof, or                                                             to  the  number  of  shares  of  Stock  then  underlying  the  Units  shall  be     (b)  the termination of Grantee’s service as a director of the Company                                                            converted  into  additional  Units in  Participant’s  name,  based  on  the  Fair        due to death, Director Disability, or Director Retirement, or                                                            Market Value of the Stock as of the date such dividends or distributions     (c)  the occurrence of a Change in Control.                                                              were payable.   Such  additional  Units  acquired  upon  the  reinvestment  of                                                            dividends  or  distributions  shall  be  immediately  vested  when  credited  to  If Participant’s service as a director terminates prior to the Vesting Date for                                                            Participant’s account, but will be converted to actual shares of Stock on the  any  reason  other  than as  described  in (b)  or  (c)  above,  Participant shall                                                            earlier of: (i) the same date as the original Units with respect to which they  forfeit all right, title and interest in and to the Units as of the date of such                                                          - 2 - 





 






TERMS AND CONDITIONS  were credited are converted to Stock, or (ii) if such original Units fail to interfere with or limit in any way the right of the Company or any Affiliate  vest and are therefore forfeited, as soon as practical after the date on which to terminate Participant’s service at any time, nor confer upon Participant  the  original  Units  were  forfeited  (or  six  months  after  Participant’s any right to continue in the service of the Company or any Affiliate.  separation from service if necessary to comply with Section 409A of the  Code).  Upon conversion of the Units into shares of Stock, Participant will 9.  Amendment.  The  Committee  may  amend,  modify  or  terminate  this  obtain full voting and other rights as a stockholder of the Company. Certificate without approval of Participant; provided, however, that such                                                            amendment,  modification  or  termination  shall  not,  without  Participant’s                                                            consent,  reduce  or  diminish  the  value  of  this  Award.  Notwithstanding  GENERAL PROVISIONS:                                       anything herein to the contrary, the Committee may, without Participant’s                                                            consent,  amend  or  interpret  this  Certificate  to  the  extent  necessary  to                                                            comply  with  Section  409A  of  the  Code  and  Treasury  regulations  and  6.  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 10. 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 11. 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  7. 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 12. 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 13.  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.  8.  Limitation  of  Rights.  The  Awards  do  not  confer  to  Participant  or  Participant’s beneficiary any rights of a shareholder of the Company unless 14. 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                                                           - 3 - 





 






TERMS AND CONDITIONS  Company  must  be  addressed  to  Duke  Realty  Corporation,  8711  River  Crossing Boulevard, 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.                                                           - 4 -