Form of Restricted Share Award Agreement



 Exhibit 10.23 
  
 TABERNA REALTY FINANCE TRUST 
 2005 EQUITY INCENTIVE PLAN 
  
 FORM OF RESTRICTED SHARE AWARD AGREEMENT 
  
 AGREEMENT by and between Taberna Realty Finance Trust, a Maryland real estate investment trust (the “Company”), and _______________ (the “Grantee”), dated as of the      day of
                    , 200        . 
  
 WHEREAS, the Company maintains the Taberna Realty Finance Trust 2005 Equity
Incentive Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan); 
  
 WHEREAS, the Grantee is a [            ]; and 
  
 WHEREAS, 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 Shares. 

  
 The Company hereby grants the Grantee [        ] Restricted Shares of the Company, subject to the following terms
and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. 
  

	 	2.	Restrictions and Conditions. 

  
 The Restricted Shares awarded to the Grantee shall be subject to the following restrictions and conditions: 
  
 (i) Subject to the provisions of the Plan and this Agreement, during the
period of restriction with respect to Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares (or
have such Shares attached or garnished; provided, however, that the Grantee may transfer the Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written
instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clauses (iii) and (iv) below, the Restriction Period shall begin on the date hereof and lapse
on the last day of each calendar quarter of each calendar year as to one-twelfth of the Shares for the three-year vesting period of the grant. 









 Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction
Period with respect to such Shares shall only lapse as to whole Shares. 
  
 (ii) During the Restriction Period, the Grantee shall have, in respect of the Restricted Shares, all of the rights of a holder of common shares of beneficial interest of the Company, including the right to vote the
Shares and the right to receive dividends as and when such dividends are declared and paid by the Company. 
  
 (iii) Subject to clause (iv) below, if the Grantee has a Termination of Service by the Company, its Subsidiaries or its Affiliates for Cause, or by
the Grantee for any reason during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. 
  
 (iv) In the event the Grantee has a Termination of Service on account of death or Disability or Retirement, or the Grantee
has a Termination of Service by the Company, its Subsidiaries or its Affiliates for any reason other than Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the
Restriction Period will immediately lapse on all Restricted Shares granted to the Grantee and not forfeited previously. 
  

	 	3.	Certain Terms of Shares. 

  

	 	(a)	The Grantee shall be issued a share certificate in respect of Shares awarded under this Agreement. Such certificate shall be registered in the name of the Grantee. The certificates
for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing,
shall bear a legend referring to the terms, conditions, and restrictions applicable to such Shares, substantially in the following form: 

  
 THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE TABERNA
REALTY FINANCE TRUST 2005 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF THE SHARES REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH DOCUMENTS ARE ON FILE IN THE OFFICES OF TABERNA REALTY FINANCE TRUST AT 1818 MARKET STREET,
28TH FLOOR, PHILADELPHIA, PENNSYLVANIA 19103. 
  

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	 	(b)	Share certificates evidencing the Shares granted hereby shall be held in custody by the Company until the restrictions thereon shall have lapsed, and, as a condition to the grant of
any Shares, the Grantee shall have delivered a share power, endorsed in blank, relating to the Shares covered by such Award. If and when such restrictions so lapse, the share certificates shall be delivered by the Company to the Grantee or his
designee. 

  

	 	4.	Miscellaneous. 

  

	 	(a)	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 NEW YORK. 

  

	 	(b)	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.


  

	 	(c)	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 interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law 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 shall be final and binding upon all persons. 


 

	 	(d)	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 Board; 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 4(d). 

  

	 	(e)	 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 



  

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be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan. 


  

	 	(f)	Nothing in this Agreement shall confer on the Grantee any right to continue in the service of the Company or its Subsidiaries or interfere in any way with the right of the Company
or its Subsidiaries and their shareholders to terminate the Grantee’s service at any time. 

  

	 	(g)	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. 

  

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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. 
  

			
	 TABERNA REALTY FINANCE TRUST

		
	 By:   
	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 
	 [Grantee’s Name]



  

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