Unassociated Document


     

    Exhibit
      4.14

    
 

    RESTRICTED
      STOCK AWARD AGREEMENT

     

    Issued
      Pursuant to the

    Glimcher
      Realty Trust

    Amended
      and Restated 2004 Incentive Compensation Plan

     

    THIS
      RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), effective ____________________
      (the “Effective Date”), represents the grant of restricted stock (“Stock”) by
      Glimcher Realty Trust (the “Company”), to ___________ (the “Participant”)
      pursuant to the terms, provisions and definitions of the Glimcher Realty Trust
      Amended and Restated 2004 Incentive Compensation Plan adopted by its Board
      of
      Trustees (the “Board”) on or about March 15, 2004 (the “Plan”), initially
      approved by the Company’s shareholders on May 7, 2004 and, with respect to
      certain amendments and other matters, again on May 11, 2007. Stock granted
      hereby is intended to be restricted and shall be subject to the restrictions
      set
      forth in this Agreement and the Plan. 

     

    The
      Plan
      provides a complete description of the terms and conditions governing the Stock.
      If there is any inconsistency between the provisions of this Agreement and
      the
      provisions of the Plan, the Plan’s provisions shall completely supersede and
      replace the inconsistent or conflicting provisions of this Agreement. All
      capitalized terms shall have the meanings ascribed to them in the Plan, unless
      specifically set forth otherwise herein. The parties hereto agree as
      follows:

     

    1. General
      Stock Grant Information.
      The
      individual named above has been selected to be a Participant in the Plan and
      receive shares of Stock, as specified below (the “Shares”):

     

    
      	 	
              a.

            	
              Date
                of Grant:
                ________________________________

            


    

     

    
      	 	
              b.

            	
              Number
                of Shares Granted:
                ____________________

            


    

     

    
      	 	
              c.

            	
              Type
                of Shares
                Granted:________________________

            


    

     

    
      	 	
              d.

            	
              Price
                Per Share on the Date of Grant:
                $________

            


    

     

    
      	 	
              e.

            	
              Latest
                Vesting Date:
                ______________

            


    

     

    2. Grant
      of Stock.
      The
      Company hereby grants to the Participant the Shares set forth above, at the
      stated per share price (which is one hundred percent (100%) of the Fair Market
      Value (defined herein) of a Share on the Date of Grant) in the manner and
      subject to the terms and conditions of the Plan and this Agreement. The
      Executive Compensation Committee has determined that the “Fair Market Value” of
      a Share on the Date of Grant is equal to the closing market price of the Shares
      on the New York Stock Exchange on the Date of Grant.

     

    3. Restrictions

     

    a. Transfer
      Restrictions.
      Except
      as otherwise provided in Section 4, the Shares may not be sold, transferred,
      pledged, assigned, or otherwise alienated or hypothecated, other than by will
      or
      by the laws of descent and distribution, at any time prior to the periods and
      in
      accordance with the lapsing schedule set forth below in Section 3(c). No sale,
      transfer, pledge, assignment, alienation or hypothecation of the Shares in
      violation of this Section 3(a), whether voluntary or involuntary, by operation
      of law or otherwise, shall be valid as to any person, assignee or transferee
      with respect to any interest in the Shares whatsoever. The Participant shall
      continue to be treated as the owner of the Shares for purposes of this Agreement
      and shall continue to be bound by all of the terms and provisions hereof. The
      restrictions set out in this Section 3(a) are referred to in this Agreement
      as
      the “Transfer Restrictions.”

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    b. Employee
      Forfeiture Restrictions.
      Upon
      the termination of the Participant’s employment with the Company, or any of its
      subsidiaries or affiliates, for any reason, all Shares that are not the Vested
      Shares (as defined below) held by the Participant, or any guardian or legal
      representative, at the effective date of such termination, shall immediately
      be
      returned to and canceled by the Company and shall be deemed to have been
      forfeited by the Participant (the “Forfeiture Restrictions”); provided that the
      Executive Compensation Committee of the Board may, in its sole and absolute
      discretion, allow the Participant to retain the Shares for a period of time
      after such termination date to be specified in writing by the Executive
      Compensation Committee.

    


    c. Lapse
      of Employee Forfeiture and Transfer Restrictions.
      To the
      extent the Participant remains in the continuous employment of the Company
      through the Vesting Date specified below, the Forfeiture Restrictions under
      Section 3(b) and Transfer Restrictions under Section 3(a) hereof shall lapse
      as
      follows: 

    


    
      	
               

              Vesting
                Date

            	
              Percentage
                of Shares for which

              Forfeiture
                and Transfer Restrictions Shall have Lapsed

            
	
              Third
                Annual Anniversary of Date of Grant

            	
              33%

            
	
              Fourth
                Annual Anniversary of Date of Grant

            	
              66%

            
	
              Fifth
                Annual Anniversary of Date of Grant

            	
              100%

            


    

    


    To
      the
      extent the Forfeiture Restrictions and Transfer Restrictions shall have lapsed
      under this Section 3(c) with respect to the Shares, those Shares (the “Vested
      Shares”) will, effective on and after the Vesting Date, thereafter be free of
      the Forfeiture Restrictions set forth in Section 3(b) and Transfer Restrictions
      under Section 3(a) hereof, but such Vested Shares will continue to be subject
      to
      all of the remaining terms and conditions of this Agreement as applicable.
      Any
      Shares for which the Forfeiture Restrictions and Transfer Restrictions have
      not
      yet lapsed in accordance with this Section 3(c) hereof shall, for purposes
      of
      this Agreement, be considered (“Non-Vested Shares”).

    


    4. Administration.
      This
      Agreement and the rights of the Participant hereunder are subject to all the
      terms and conditions of the Plan, as the same may be amended from time to time,
      as well as to such rules and regulations as the Executive Compensation Committee
      may adopt for administration of the Plan. It is expressly understood that the
      Executive Compensation Committee is authorized to administer, construe, and
      make
      all determinations necessary or appropriate to the administration of the Plan
      and this Agreement, all of which shall be binding upon the Participant. Any
      inconsistency between the Agreement and the Plan shall be resolved in favor
      of
      the Plan.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    5. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      and/or delivery upon grant such number of shares of Stock as shall be required
      for issuance or delivery upon the grant of the Shares hereunder. 

    


    6. Adjustments.
      The
      Shares subject to this Agreement shall also be subject to adjustment in
      accordance with Section 4.4 of the Plan.

    


    7. Exclusion
      from Pension Computations. By
      acceptance of the grant pursuant to this Agreement, the Participant hereby
      agrees that any income or gain realized upon the receipt of the Stock hereof,
      upon the disposition of the Shares received, or upon the lapse of the
      restrictions pursuant to the terms of this Agreement, is special incentive
      compensation and shall not be taken into account, to the extent provided under
      the applicable plan documents and to the extent permissible under applicable
      law, as “wages,” “salary,” or “compensation” in determining the amount of any
      payment under any pension, retirement, incentive, profit sharing, bonus or
      deferred compensation plan of the Company or any of its subsidiaries or
      affiliates.

    


    8. Amendment.
      The
      Executive Compensation Committee may, with the consent of the Participant,
      at
      any time or from time to time amend the provisions, terms and conditions of
      this
      Agreement, and may at any time or from time to time amend the provisions, terms
      and conditions of this Agreement in accordance with the Plan and applicable
      law.


    


    9. Notices.
      Any
      notice which either party hereto may be required or permitted to give to the
      other shall be in writing, and may be delivered personally or by mail, postage
      prepaid, or overnight courier, addressed as follows: if to the Company, at
      its
      office at 150 East Gay Street, Suite 24, Attn: General Counsel, Columbus, Ohio
      43215 or at such other address as the Company by notice to the Participant
      may
      designate in writing from time to time; and if to the Participant, at the
      address shown below his or her signature on this Agreement, or at such other
      address as the Participant by notice to the Company may designate in writing
      from time to time. Notices shall be effective upon receipt. 

    


    10. Withholding
      Taxes.
      The
      Company shall have the right to withhold from a Participant, or otherwise
      require such Participant to pay, any Withholding Taxes (defined below) arising
      as a result of the grant of any Shares, the lapse of any Forfeiture Restrictions
      or Transfer Restrictions on any Shares, the transfer of any Shares, any tax
      election by the Participant, or any other taxable event. If the Participant
      shall fail to make such Withholding Tax payments when and as required, the
      Company (or its Affiliates or Subsidiaries) shall, to the extent permitted
      by
      law, have the right to deduct any such Withholding Taxes from any payment of
      any
      kind otherwise due to such Participant or to take such other action as may
      be
      necessary to satisfy such Withholding Taxes. If the Participant makes an
      election pursuant to Section 83(b) of the Code concerning a Restricted Share
      Award then the Participant shall submit a copy of such election to the Company.
      In satisfaction of the requirement to pay Withholding Taxes, the Participant
      may
      make a written election which may be accepted or rejected in the discretion
      of
      the Executive Compensation Committee, to tender other Shares to the Company
      (either by actual delivery or attestation, in the sole discretion of the
      Executive Compensation Committee, provided that, except as otherwise determined
      by the Executive Compensation Committee, the Shares that are tendered must
      have
      been held by the Participant for at least six (6) months prior to their tender
      to satisfy the Grant Price or have been purchased on the open market), having
      an
      aggregate Fair Market Value equal to the Withholding Taxes. “Withholding Taxes”
means any federal, state, or local income, employment, payroll, or similar
      tax
      related to the Shares that are required to be withheld by the
      Company.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    11. Registration;
      Legend.
      The
      Company may postpone the issuance and delivery of Shares under this Agreement
      until (a) the admission of such Shares to listing on any stock exchange or
      exchanges on which Stock of the Company of the same class are then listed and
      (b) the completion of such registration or other qualification of such Shares
      under any state or federal law, rule or regulation as the Company shall
      determine to be necessary or advisable. The Participant shall make such
      representations and furnish such information as may, in the opinion of counsel
      for the Company, be appropriate to permit the Company, in light of the then
      existence or non-existence with respect to such Shares of an effective
      Registration Statement under the Securities Act of 1933, as amended, to issue
      the Shares in compliance with the provisions of that or any comparable act.
      The
      Company may cause the following or a similar legend to be set forth on each
      certificate representing the Stock granted hereunder unless counsel for the
      Company is of the opinion as to any such certificate that such legend is
      unnecessary:

    


    THE
      SALE OR TRANSFER OF THE COMMON SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE,
      WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN
      RESTRICTIONS ON TRANSFER AS SET FORTH IN THE GLIMCHER REALTY TRUST 2004
      INCENTIVE COMPENSATION PLAN (THE “PLAN”), AND IN THE ASSOCIATED RESTRICTED STOCK
      AGREEMENT FOR THE HOLDER HEREOF. A COPY OF THE PLAN AND SUCH RESTRICTED STOCK
      AGREEMENT MAY BE OBTAINED FROM GLIMCHER REALTY TRUST. 

    


    12.  
      Miscellaneous

    


    a. This
      Agreement shall not confer upon the Participant any right to continuation of
      employment by the Company, nor shall this Agreement interfere in any way with
      the Company’s right to terminate the Participant’s employment at any
      time.

    


    b. The
      Participant shall, to the extent permitted by applicable law, have full voting
      rights as a stockholder of the Company with respect to the Shares granted
      hereunder and the right to receive applicable dividends for the Stock granted
      hereunder.

    


    c. With
      the
      approval of the Board, the Executive Compensation Committee may terminate,
      amend, or modify the Plan; provided, however, that no such termination,
      amendment, or modification of the Plan may in any way adversely affect the
      Participant’s rights under this Agreement or be contrary to applicable
      law.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    d. This
      Agreement shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required. 

    


    e. To
      the
      extent not preempted by federal law, this Agreement shall be governed by, and
      construed in accordance with the laws of the State of New York.

    


    f. All
      obligations of the Company under the Plan and this Agreement, with respect
      to
      the Shares, shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substan-tially all of the
      business and/or assets of the Company.

    


    g. The
      provisions of this Agreement are severable and if any one or more provisions
      are
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and enforceable.

    


    h. By
      executing this Agreement and accepting this Award or other benefit under the
      Plan, the Participant and each person claiming under or through the Participant
      shall be conclusively deemed to have indicated their acceptance and ratification
      of, and consent to, any action taken under the Plan by the Company, the Board
      or
      the Executive Compensation Committee.

    


    i. The
      Participant, every person claiming under or through the Participant, and the
      Company hereby waives to the fullest extent permitted by applicable law any
      right to a trial by jury with respect to any litigation directly or indirectly
      arising out of, under, or in connection with the Plan or this Agreement issued
      pursuant to the Plan.

    


    j. This
      Agreement, the Plan, and any certificate representing the Stock granted
      hereunder shall constitute the entire agreement and understanding between the
      Participant and the Company concerning the grant of the Stock hereunder and
      with
      respect to the subject matter contained herein. This Agreement, the Plan, and
      any certificate representing the Stock granted hereunder supersede all prior
      agreements and the understandings between the Parties with respect to the grant
      of the Stock hereunder and with respect to the subject matter contained
      herein.

    


    13. Exculpation.
      This
      Agreement and all documents, agreements, understandings and arrangements
      relating hereto have been executed by the undersigned in his/her capacity as
      an
      officer or Trustee of the Company, which has been formed as a Maryland real
      estate investment trust pursuant to an Amended and Restated Declaration of
      Trust
      of the Company dated as of November 1, 1993, as amended, and not individually,
      and neither the trustees, officers or shareholders of the Company nor the
      trustees, directors, officers or shareholders of any subsidiary or affiliate
      of
      the Company shall be bound or have any personal liability hereunder or
      thereunder. Each party hereto shall look solely to the assets of the Company
      for
      satisfaction of any liability of the Company in respect of this Award and all
      documents, agreements, understanding and arrangements relating hereto and will
      not seek recourse or commence any action against any of the trustees, officers,
      agents or shareholders of the Company or any of the trustees, directors, agents,
      officers or shareholders of any subsidiary or affiliate of the Company, or
      any
      of their personal assets for the performance or payment of any obligation
      hereunder or thereunder. The foregoing shall also apply to any future documents,
      agreements, understandings, arrangements and transactions between the parties
      hereto

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    14. Change
      in Control.  Any
      Shares granted to the Participant hereunder shall immediately vest in their
      entirety on the day immediately prior to the date of a Change in Control of
      the
      Company and no longer be subject to repurchase or any other forfeiture
      restrictions. For purposes of this section, a “Change in Control of the Company”
shall be deemed to occur if:

    


    
      	 	
              (i)

            	
              there
                shall have occurred a change in control of a nature that would be
                required
                to be reported in response to Item 6(e) of Schedule 14A of Regulation
                14A
                promulgated under the Securities Exchange Act of 1934, as amended
                (the
                “Exchange
                Act”),
                as in effect on the date hereof, whether or not the Company is then
                subject to such reporting requirement; provided,
                however,
                that there shall not be deemed to be a Change in Control of the Company
                if
                immediately prior to the occurrence of what would otherwise be a
                Change in
                Control of the Company: (a) the Participant is the other party to
                the
                transaction (a “Control
                of the Company Event”)
                that would otherwise result in a Change in Control of the Company
                or (b)
                the Participant is an executive officer, trustee, director or more
                than 5%
                equity holder of the other party to the Control of the Company Event
                or of
                any entity, directly or indirectly, controlling such other
                party;

            


    

    


    
      	 	
              (ii)

            	
              the
                Company merges or consolidates with, or sells all or substantially
                all of
                its assets to, another company (each, a “Transaction”);
                provided,
                however,
                that a Transaction shall not be deemed to result in a Change in Control
                of
                the Company if: 

            


    

    


    
      	 	
              (a)

            	
              immediately
                prior thereto the circumstances in (i)(a) or (i)(b) above exist,
                or
                

            


    

    


    
      	 	
              (b)

            	
              (1)
                the shareholders of the Company, immediately before such transaction,
                own,
                directly or indirectly, immediately following such Transaction in
                excess
                of fifty percent (50%) of the combined voting power of the outstanding
                voting securities of the corporation or other entity resulting from
                such
                Transaction (the “Surviving
                Corporation”)
                in substantially the same proportion as their ownership of the voting
                securities of the Company immediately before such Transaction and
                (2) the
                individuals who were members of Company’s Board of Trustees immediately
                prior to the execution of the agreement providing for such Transaction
                constitute at least a majority of the members of the board of directors
                or
                the board of trustees, as the case may be, of the Surviving Corporation,
                or of a corporation or other entity beneficially, directly or indirectly,
                owning a majority of the outstanding voting securities of the Surviving
                Corporation; or

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	 	
              (iii)

            	
              the
                Company acquires assets of another company or a subsidiary of the
                Company
                merges or consolidates with another company (each an “Other
                Transaction”)
                and (a) the shareholders of the Company, immediately before such
                Other
                Transaction own, directly of indirectly, immediately following such
                Other
                Transaction fifty percent (50%) or less of the combined voting power
                of
                the outstanding voting securities of the corporation or other entity
                resulting from such Other Transaction (the “Other
                Surviving Corporation”)
                in substantially the same proportion as their ownership of the voting
                securities of the Company immediately before such Other Transaction
                or (b)
                the individuals who were members of Company’s Board of Trustees
                immediately prior to the execution of the agreement providing for
                such
                Other Transaction constitute less than a majority of the members
                of the
                board of directors or board of trustees, as the case may be, of the
                Other
                Surviving Corporation, or of a corporation or other entity beneficially,
                directly or indirectly, owing a majority of the outstanding voting
                securities of the Other Surviving Corporation; provided,
                however,
                that an Other Transaction shall not be deemed to result in a Change
                in
                Control of the Company if immediately prior thereto the circumstances
                in
                (i)(a) or (i)(b) above exist.

            


    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      set forth above.

    
      	 	 	 
	 	GLIMCHER
              REALTY
              TRUST
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

            
	 	
              Name:
                Michael P. Glimcher

              Title:
                President, CEO & Trustee

            




     

     

    ACKNOWLEDGED
      & ACCEPTED:

    


    


    ______________________________________

                Signature

    


    Print
      Name:_____________________________

    


    


    Address:
      ______________________________

     ______________________________

     ______________________________

    
       

       

       

      7