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Non-Employee Director Restricted Stock Award Agreement [Form]

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Title:

Non-Employee Director Restricted Stock Award Agreement [Form]

Entities:

First Industrial Realty Trust Inc.

Date:

2004

Size:

Preview shows 3KB of 8KB total

Price:

$34

ID:

#336666

► Compensation ► Award Agmt. ► Stock ► Restricted Stock Award Agreements
► Real Estate

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                       FIRST INDUSTRIAL REALTY TRUST, INC.

                            1997 STOCK INCENTIVE PLAN



                              NON-EMPLOYEE DIRECTOR

                    FORM OF RESTRICTED STOCK AWARD AGREEMENT



      AGREEMENT, made and entered into as of ________, 200_ by and between the

First Industrial Realty Trust, Inc. [1997/2001] Stock Incentive Plan Committee

(the "Committee") and {{Name}}(the "Grantee").



      WHEREAS, the Grantee has been elected to participate in the First

Industrial Realty Trust, Inc. [1997/2001] Stock Incentive Plan (the "Plan").



      NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, and for other good and valuable consideration, First

Industrial Realty Trust, Inc. (the "Company") and the Grantee agree as follows:



      (a)   Grant. Pursuant to the provisions of the Plan, the terms of which

are incorporated herein by reference, the Committee hereby grants to the Grantee

an interest (the "Award") in ________ shares of common stock, par value $.01 per

share, of the Company (the "Shares"). The Award is granted as of ________, 200_

(the "Date of Grant") and such grant is subject to the terms and conditions

contained herein, and the terms and conditions of the Plan.



      (b)   Vesting. The Award shall vest, and the Grantee shall be deemed to

have acquired complete ownership and control over the Award Shares, under the

following circumstances:



            (i)   on January 31 of the tenth calendar year following the Date of

                  Grant calendar year (e.g. January 31, 20__ for an Award with

                  an _______, 200_ Date of Grant);



            (ii)  in the event of a Change in Control of the Company, as defined

                  under the Plan;



            (iii) on the January 31 of the year following the year in which the

                  Grantee voluntarily terminates service as a Board member with

                  the Company, as long as the total funds from operations (FFO)

                  or FFO per share of the Company for such year of termination

                  has increased from the FFO or FFO per share for the calendar

                  year immediately preceding the Date of Grant calendar year;



            (iv)  in the event of the involuntary termination of the service of

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