Exhibit 10.28


 


Grant
No.:              


 


REPUBLIC PROPERTY TRUST


2005 OMNIBUS LONG-TERM INCENTIVE
PLAN


 


FORM OF RESTRICTED SHARE
AGREEMENT


 


Republic
Property Trust, a Maryland real estate investment trust (the “Company”),
grants common shares of beneficial interest, $.01 par value (the “Shares”), of
the Company to the Grantee named below, subject to the transfer and other
conditions set forth in this cover sheet and the attachment (collectively, the “Agreement”).  Additional terms and conditions of the grant
are set forth in the Company’s 2005 Omnibus Long-Term Incentive Plan (the “Plan”).


 


Grant
Date:                                      ,
200    


 


Name
of Grantee:                                                                                                    


 


Employee
Identification Number:                                 


 


Number
of Shares Covered by Grant:                              


 


Purchase
Price per Share:  $.01


 


By signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a copy of which
is also attached.  You acknowledge that
you have carefully reviewed the Plan, and agree that the Plan will control in
the event any provision of this Agreement should appear to be inconsistent.


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  
	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
				



 


Attachments


 


This is not a share
certificate or a negotiable instrument.


 





















 


REPUBLIC PROPERTY TRUST


2005 OMNIBUS LONG-TERM INCENTIVE
PLAN


 


RESTRICTED SHARE AGREEMENT


 


	
  Restricted
  Shares/ Nontransferability

  	
  This
  grant is an award of Shares in the number of Shares set forth on the cover
  sheet, at the Purchase Price set forth on the cover sheet, and subject to the
  transfer and other conditions described below (“Restricted Shares”).  The purchase price for the Restricted
  Shares is deemed paid by your services to the Company.  Except as set forth herein, during the Lock-Up
  Period (as defined below), your Restricted Shares may not be transferred,
  assigned, pledged or hypothecated, whether by operation of law or otherwise,
  nor may the Restricted Shares be made subject to execution, attachment or
  similar process.

   

  This
  Agreement is irrevocable and cannot be changed or annulled without the
  written consent of the Grantee and the Company.  The Restricted Shares are not subject to
  forfeiture for any reason, including upon termination of employment.

  
	
   

  	
   

  
	
  Lock-up
  Period

  	
  You
  may not, directly or indirectly, (1) offer for sale, sell, pledge, or
  otherwise dispose of (or enter into any transaction or device that is
  designed to, or could be expected to, result in the disposition by any person
  at any time in the future of) any Restricted Shares, (2) enter into any
  swap or other derivatives transaction that transfers to another, in whole or
  in part, any of the economic benefits or risks of ownership of Restricted
  Shares, whether any such transaction described in clause (1) or (2) above
  is to be settled by delivery of Restricted Shares or other securities, in
  cash or otherwise for a period commencing on the Grant Date and ending on July 1,
  2007 (such period, the “Lock-Up Period”).

   

  Notwithstanding
  the foregoing, during the Lock-Up Period you may transfer the Restricted
  Shares (i) as a bona fide gift or gifts or by will or intestacy, or (ii) to
  any trust for the direct or indirect benefit of you or your immediate family,
  provided that any such transfer shall not involve a disposition for
  value.  Any recipient of such gift or
  transfer shall remain subject to the restrictions on transfer with regard to
  the Restricted Shares set forth in this

  



 


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  Agreement
  for the remaining duration of the Lock-Up Period.

  
	
   

  	
   

  
	
  Issuance

  	
  The issuance of
  the Restricted Shares under this grant shall be evidenced in such a manner as
  the Company, in its discretion, will deem appropriate, including, without
  limitation, book-entry, registration or issuance of one or more Share
  certificates, with the Restricted Shares bearing the appropriate restrictions
  imposed by this Agreement.  At such
  time as the Lock-Up Period ends, the recordation of the Restricted Shares
  attributable to you will be appropriately modified.

  
	
   

  	
   

  
	
  Retention
  Rights

  	
  This
  Agreement does not give you the right to be retained by the Company (or any
  Affiliates) in any capacity.  The
  Company (and any Affiliates) reserves the right to terminate your Service at
  any time and for any reason, subject to the terms of any applicable
  employment or other agreement between you and the Company (or any
  Affiliates).

  
	
   

  	
   

  
	
  Withholding
  Taxes

  	
  In
  connection with the grant of Restricted Shares hereunder, the Company will
  pay you a cash bonus equal to $                        .  This cash bonus will be withheld by the
  Company, to the extent necessary, to pay the withholding taxes incurred by
  you in connection with the grant of the Restricted Shares and the payment of
  such cash bonus.

  
	
   

  	
   

  
	
  Shareholder
  Rights

  	
  You
  have the right to vote the Restricted Shares and to receive any dividends
  declared or paid on such Restricted Shares. 
  Any distributions you receive as a result of any Share split, Share
  dividend, combination of Shares or other similar transaction shall be deemed
  to be a part of the Restricted Shares and subject to the same conditions and
  restrictions applicable thereto. 
  Except as described in the Plan, no adjustments are made for dividends
  or other rights if the applicable record date occurs before the date of the
  grant of the Restricted Shares pursuant hereto.

  
	
   

  	
   

  
	
  Adjustments

  	
  In
  the event of a split, a Share dividend or a similar change in the Shares, the
  number of Shares covered by this grant shall be adjusted (and rounded down to
  the nearest whole number), subject to the terms of the Plan.  Your Restricted Shares shall be subject to
  the terms of the agreement of merger, liquidation or reorganization in the 

  



 


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  event
  the Company is subject to such corporate activity in accordance with the
  terms of the Plan.

  
	
   

  	
   

  
	
  Legends

  	
  All
  certificates representing the Shares issued in connection with this grant
  shall, where applicable, have endorsed thereon the following legends:

   

  “THE
  SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
  TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
  HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON
  FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON
  WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF
  THE SHARES REPRESENTED BY THIS CERTIFICATE.”

  
	
   

  	
   

  
	
  Applicable
  Law

  	
  This
  Agreement will be interpreted and enforced under the laws of the state of
  Delaware, other than any conflicts or choice of law rule or principle
  that might otherwise refer construction or interpretation of this Agreement
  to the substantive law of another jurisdiction.

  
	
   

  	
   

  
	
  The
  Plan 



  	
  The
  text of the Plan is incorporated in this Agreement by reference.  Certain capitalized terms used in this
  Agreement are defined in the Plan, and have the meaning set forth in the
  Plan.

   

  This
  Agreement and the Plan constitute the entire understanding between you and
  the Company regarding this grant of Restricted Shares.  Any prior agreements, commitments or
  negotiations concerning this grant are superseded.

  
	
   

  	
   

  
	
  Data
  Privacy

  	
  In
  order to administer the Plan, the Company may process personal data about
  you.  Such data includes, but is not
  limited to, the information provided in this Agreement and any changes
  thereto, other appropriate personal and financial data about you such as home
  address and business addresses and other contact information, payroll
  information and any other information that might be deemed appropriate by the
  Company to facilitate the administration of the Plan.

  



 


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  By
  accepting this grant, you give explicit consent to the Company to process any
  such personal data.  You also give
  explicit consent to the Company to transfer any such personal data outside
  the country in which you work or are employed, including, with respect to
  non-U.S. resident Grantees, to the United States, to transferees who shall
  include the Company and other persons who are designated by the Company to
  administer the Plan.

  
	
   

  	
   

  
	
  Consent
  to Electronic Delivery

  	
  The
  Company may choose to deliver certain statutory materials relating to the
  Plan in electronic form.  By accepting
  this grant, you agree that the Company may deliver the Plan prospectus and
  the Company’s annual report to you in an electronic format.  If at any time you would prefer to receive
  paper copies of these documents, as you are entitled to, the Company would be
  pleased to provide copies.  Please
  contact            at             
  to request paper copies of these documents.

  



 


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