EXHIBIT 10.4
ALEXANDER'S, INC. 2016 OMNIBUS STOCK PLAN
DEFERRED STOCK UNIT GRANT AGREEMENT
DEFERRED STOCK UNIT GRANT AGREEMENT (the "Grant Agreement") made as of date set
forth on Schedule A hereto between ALEXANDER'S, INC., a Delaware corporation
(the "Company"), and the director of the Company's Board
named on Schedule A
(the "Grantee").
RECITALS
A.
In accordance with the Alexander's, Inc. 2016 Omnibus Stock Plan, as
it may be amended or modified from time to time (the "Plan"), the Company
desires in connection with the Grantee's service as a member of the Board of
Directors of the Company, to provide the Grantee with an opportunity to acquire
the Company's common shares, par value $1.00 per share (the "Shares"), and
thereby provide additional incentive for the Grantee to promote the progress and
success of the business of the Company and its subsidiaries.
B.
Schedule A hereto sets forth certain significant details of the
deferred stock unit grant herein and is incorporated herein by reference.
Capitalized terms used herein and not otherwise defined have the meanings
provided by the Plan.
NOW, THEREFORE, the Company and the Grantee hereby agree as follows:
AGREEMENT
1.
GRANT OF RESTRICTED STOCK.
ON THE TERMS AND CONDITIONS SET
FORTH HEREIN, AS WELL AS THE TERMS AND CONDITIONS OF THE PLAN, THE COMPANY
HEREBY GRANTS TO THE GRANTEE SUCH NUMBER OF DEFERRED STOCK UNITS AS IS SET FORTH
ON SCHEDULE A (THE "DSUS").
EACH DSU CONSTITUTES AN UNFUNDED AND UNSECURED
PROMISE OF THE COMPANY TO DELIVER (OR CAUSE TO BE DELIVERED) TO GRANTEE, SUBJECT
TO THE TERMS AND CONDITIONS OF THIS GRANT AGREEMENT, ONE SHARE ON THE DELIVERY
DATE AS PROVIDED HEREIN.
UNTIL SUCH DELIVERY, GRANTEE SHALL HAVE ONLY THE
RIGHTS OF A GENERAL UNSECURED CREDITOR AND NO RIGHTS AS A SHAREHOLDER OF THE
COMPANY.
THIS GRANT IS SUBJECT TO ALL TERMS AND PROVISIONS OF THE PLAN AND THIS
GRANT AGREEMENT.
2.
DELIVERY.
(A)
IN GENERAL.
EXCEPT AS PROVIDED BELOW IN THIS PARAGRAPH 2 AND
SUBJECT TO PARAGRAPHS 5 AND 12, THE DELIVERY DATE SHALL BE ON THE THIRD BUSINESS
DAY FOLLOWING THE DATE ON WHICH GRANTEE CEASES TO BE A MEMBER OF THE BOARD OF
DIRECTORS OF THE COMPANY.
(B)
DEATH.
NOTWITHSTANDING ANY OTHER PARAGRAPH OF THIS GRANT
AGREEMENT (EXCEPT PARAGRAPH 12), IF GRANTEE DIES PRIOR TO THE DELIVERY DATE, THE
SHARES CORRESPONDING TO GRANTEE'S OUTSTANDING DSUS SHALL BE DELIVERED TO THE
REPRESENTATIVE
OF GRANTEE'S ESTATE AS SOON AS PRACTICABLE AFTER THE DATE OF DEATH AND AFTER
SUCH DOCUMENTATION AS MAY BE REQUESTED BY THE COMMITTEE IS PROVIDED TO THE
COMMITTEE.
THE COMMITTEE MAY ADOPT PROCEDURES PURSUANT TO WHICH GRANTEE MAY BE
PERMITTED TO SPECIFICALLY BEQUEATH SOME OR ALL OF HIS OR HER OUTSTANDING DSUS
UNDER GRANTEE'S WILL TO AN ORGANIZATION DESCRIBED IN SECTIONS 501(C)(3) AND
2055(A) OF THE CODE (OR SUCH OTHER SIMILAR CHARITABLE ORGANIZATION AS MAY BE
APPROVED BY THE COMMITTEE).
3.
DIVIDEND EQUIVALENT RIGHTS.
PRIOR TO THE DELIVERY OF SHARES
PURSUANT TO THIS GRANT AGREEMENT, AT THE TIME OF DISTRIBUTION OF ANY DIVIDEND
PAID