PROPOSAL 6
TO AMEND THE RESTRICTED STOCK AWARD PLAN
The Company first established a Restricted Stock Award Plan in 1997.
In 2002, the shareholders of the Company approved an Amended and
Restated Restricted Stock Award Plan (the "Plan") and
in subsequent years approved further amendments to the Plan
, which amendments, among other things, increased the maximum number
of shares available for issuance under the Plan to 3,150,000 shares
of which 350,000 shares are Class A Common Stock, 350,000 shares are
Common Stock, and 2,450,000 shares, at the discretion of the
Compensation Committee administering the Plan, may be any combination
of Class A Common Stock or Common Stock
. The principal purpose of the Plan is to promote the long-term growth
of the Company by attracting, retaining
,
and motivating Directors and key management personnel possessing
outstanding ability and to further align the interests of such
personnel with those of the Company's stockholders through stock
ownership opportunities. Pursuant to the Plan, Directors and
management personnel of the Company, selected by the Compensation
Committee, may be issued restricted stock awards.
As of January 14, 2013,
restricted stock
awards representing 788,100 shares of Class A Common Stock and
2,178,000 shares of Common Stock had been issued under the Plan and
there remained 183,900 shares which, at the discretion of the
Compensation Committee, may be awarded in any combination of Class A
Common Stock and Common Stock
for future restricted stock awards.
To be able to continue to attract, retain and motivate qualified
individuals as Directors and officers of the Company, the Board of
Directors has approved, subject to stockholder approval, an amendment
to the Plan that would
increase the maximum number of shares of restricted stock available
for issuance thereunder
by 600,000 shares
from 3,150,000 common shares to 3,750,000 common shares, of which
350,000 shares will be Class A Common Stock, 350,000 shares will be
Common Stock and 3,050,000 shares, at the discretion of the
Compensation Committee administering the Plan, will be any
combination of Class A Common Stock or Common Stock.
Set forth below is a summary of the principal provisions of the Plan.
Summary of the Restricted Stock Award Plan
Grant of Restricted Stock Awards.
If Proposal 6 is approved, the Compensation Committee would be
authorized to grant
an additional 600,000 shares of restricted stock
aggregating 3,750,000 common shares (350,000 shares each of Class A Common Stock
and Common Stock and 3,050,000 shares which, at the discretion of the
Compensation Committee, may be awarded in any combination of Class A
Common Stock or Common Stock). At present, only 183,900 shares remain available for issuance under the Plan. The participants eligible to receive the restricted stock awards are
management personnel selected by the Compensation Committee, in its
discretion, who are considered to have significant responsibility for
the growth and profitability of the Company, and Directors.
Principal Terms and Conditions of Restricted Stock Awards
. Each restricted stock award will be evidenced by a written
agreement, executed by both the relevant participant and the Company,
setting forth all the terms and conditions applicable to such award
as determined by the Compensation Committee. These terms and
conditions will include:
the length of the restricted period of the award;
the restrictions applicable to the award including, without
limitation, the employment or retirement status rules governing
forfeiture and restrictions applicable to any sale, assignment,
transfer, pledge or other encumbrance of the restricted stock during
the restricted period; and
the eligibility to share in dividends and other distributions paid to
the Company's shareholders during the restricted period.
Lapse of Restrictions
. If a participant's status as an employee or non-employee Director
of the Company is terminated by reason of death or disability, the
restrictions will lapse on such date. Except as described below, if
such status as an employee or non-employee Director is terminated
prior to the lapse of the restricted period by reason of retirement,
the restricted period will continue as if the participant had
remained in the employment of the Company; provided, however, that if the retired participant accepts
employment or provides services during the restricted period to any
organization other than the Company that is engaged primarily in the
ownership and/or management or brokerage of shopping centers in the
New York, Northern New Jersey, Long Island, NY-NJ-CT Metropolitan
Statistical Area (the \"Company's MSA"), the participant will forfeit
all unvested restricted shares. If a participant's status as an
employee or Director terminates for any other reason, the participant
will forfeit any outstanding restricted stock awards
. With respect to Mr. Urstadt only, since he has attained the age of
65, grants of restricted stock made after fiscal 2006 would be
forfeited in the event of his voluntary retirement prior to the end
of the