Attached files

Exhibit 10.2: FORM OF RESTRICTED STOCK GRANT

POWER REIT
2012 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

Power REIT, a Maryland real estate investment trust (the "Company"),
hereby grants its shares of common stock, par value $0.001 ("Restricted
Stock") to the Grantee named below, subject to the vesting and other
conditions set forth below. Additional terms and conditions of the grant
are set forth in this cover sheet and in the attachment (collectively, the
"Agreement") and in the Company's 2012 Equity Incentive Plan (as amended
from time to time, the "Plan").

Grant Date: 				_______________________

Name of Grantee: 			_______________________

Number of Restricted Shares:	 	_______________________

Purchase Price per Share of Stock: 	_______________________

Vesting Schedule: 	The Restricted Shares shall vest on each
vesting date and/or upon achievement of performance set forth below:



By your signature below, you agree to all of the terms and conditions
described herein, 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 cover sheet or Agreement should appear to be inconsistent.

Grantee:  	_____________   Date:  _____________
		(Signature)


Company:  	_____________   Date:  _____________
		(Signature)

Title:  	_____________________________



Attachment
This is not a stock certificate or a negotiable instrument.

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POWER REIT
2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Restricted Stock

This Agreement evidences an award of shares of Stock in the number set
forth on the cover sheet and subject to the vesting and other conditions
set forth herein, in the Plan and on the cover sheet (the "Restricted
Stock"). The purchase price is deemed paid by your prior services to the
Company.

Transfer of Unvested Restricted Stock

Unvested Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered, whether by operation of law or
otherwise, nor may the Restricted Stock be made subject to execution,
attachment or similar process. If you attempt to do any of these things,
the Restricted Stock will immediately become forfeited.

Issuance and Vesting

The Company will issue your Restricted Stock in the name set forth on the
cover sheet. Your rights under this Restricted Stock grant and this
Agreement shall vest in accordance with the vesting schedule set forth on
the cover sheet so long as you continue in Service on the vesting dates
set forth on the cover sheet.

Notwithstanding your vesting schedule, your Restricted Stock will become
100% vested upon termination of your Service due to your death, Disability
or Involuntary Termination.

"Involuntary Termination" means termination of your Service by reason of
your involuntary dismissal by the Company or its successor for reasons
other than Cause[; or  your voluntary resignation for Good Reason as
defined in any applicable employment or severance agreement, plan, or
arrangement between you and the Company, or if none, then following (x) a
substantial adverse alteration in your title or responsibilities from
those in effect immediately prior to such alteration; (y) a reduction in
your annual base salary or consulting fee (or as the same may be increased
from time to time) or a material reduction in your annual target bonus
opportunity; or (z) the relocation of your principal place of employment
to a location more than 35 miles from your principal place of employment
or the Company's requiring you to be based anywhere other than such
principal place of employment (or permitted relocation thereof) except for
required travel on the Company's business to an extent substantially
consistent with your business travel obligations prior to such new travel
requirements. To qualify as an "Involuntary Termination" you must provide
notice to the Company of any of the foregoing occurrences within 120 days
of the initial occurrence and the Company shall have 30 days to remedy
such occurrence]. [Include bracketed section for senior management and
other individuals so designated by the Board]

Change in Control

Notwithstanding the vesting schedule set forth above, upon the
consummation of a Change in Control, the Restricted Stock will become 100%
vested (i) if the Restricted Stock is not assumed, or equivalent
restricted securities are not substituted for the Restricted Stock, by the
Company or its successor, or (ii) if assumed or substituted for, upon your
Involuntary Termination following the consummation of the Change in
Control.

Evidence of Issuance

The issuance of the Shares under the grant of Restricted Stock evidenced
by this Agreement shall be evidenced in such a manner as the Company, in
its discretion, deems appropriate, including, without limitation, book-
entry, registration or issuance of one or more share certificates, with
any unvested Restricted Stock bearing the appropriate restrictions imposed
by this Agreement. As your interest in the Restricted Stock vests, the
recordation of the number of shares of Restricted Stock attributable to
you will be appropriately modified if necessary.

Forfeiture of Unvested Restricted Stock

Unless the termination of your Service triggers accelerated vesting of
your Restricted Stock or other treatment pursuant to the terms of this
Agreement, the Plan, or any other written agreement between an Applicable
Entity and you, you will automatically forfeit to the Company all of the
unvested Restricted Stock in the event you are no longer providing
Service.

Forfeiture of Rights

If you should take actions in violation or breach of or in conflict with
any non-competition agreement, any agreement prohibiting solicitation of
employees or clients of any the Company or any Affiliate or any
confidentiality obligation with respect to the Company or any Affiliate or
otherwise directly in competition with the Company or any Affiliate or if
you are terminated for Cause ("Forfeiture Actions"), the Company has the
right to cause an immediate forfeiture of your unvested rights to the
Restricted Stock awarded under this Agreement and the Restricted Stock
shall immediately expire.

In addition, if you have vested in Restricted Stock during the one (1)
year period prior to your Forfeiture Actions, you will owe the Company a
cash payment (or forfeiture of shares of such Stock) in an amount
determined as follows: (1) for any shares of Stock acquired through this
Agreement that you have sold prior to receiving notice from the Company,
the amount will be the proceeds received from the sale(s) of such Stock,
and (2) for any shares of Stock acquired through this Agreement that you
still own, the amount will be the number of shares of Stock owned times
the Fair Market Value of the shares of Stock on the date you receive
notice from the Company (provided, that the Company may require you to
satisfy your payment obligations hereunder either by forfeiting and
returning to the Company the Restricted Stock or making a cash payment or
a combination of these methods as determined by the Company in its sole
discretion).

Leaves of Absence

For purposes of this Agreement, your Service does not terminate when you
go on a bona fide leave of absence that was approved by the Company in
writing if the terms of the leave provide for continued Service crediting,
or when continued Service crediting is required by applicable law. Your
Service terminates in any event when the approved leave ends unless you
immediately return to active employee work.

The Company may determine, in its discretion, which leaves count for this
purpose, and when your Service terminates for all purposes under the Plan
in accordance with the provisions of the Plan.

Section 83(b) Election

Under Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code"), the difference between the purchase price paid for the shares of
Stock and their fair market value on the date any forfeiture restrictions
applicable to such shares lapse will be reportable as ordinary income at
that time. For this purpose, "forfeiture restrictions" include the
forfeiture as to unvested Stock described above. You may elect to be taxed
at the time the shares are acquired, rather than when such shares cease to
be subject to such forfeiture restrictions, by filing an election under
Section 83(b) of the Code with the Internal Revenue Service within thirty
(30) days after the Grant Date. You will have to make a tax payment to the
extent the purchase price is less than the fair market value of the shares
on the Grant Date. No tax payment will have to be made to the extent the
purchase price is at least equal to the fair market value of the shares on
the Grant Date. The form for making this election is attached as Exhibit A
hereto. Failure to make this filing within the thirty (30) day period will
result in the recognition of ordinary income by you (in the event the fair
market value of the shares as of the vesting date exceeds the purchase
price) as the forfeiture restrictions lapse.

YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE
COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR
BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE
DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

Withholding Taxes

You agree as a condition of this grant that you will make acceptable
arrangements to pay any withholding or other taxes that may be due as a
result of the vesting or receipt of the Restricted Stock. In the event
that the any Applicable Entity determines that any federal, state, local
or foreign tax or withholding payment is required relating to the vesting
or receipt of shares of Stock arising from this grant, the Applicable
Entity shall have the right to require such payments from you, or withhold
such amounts from other payments due to you from the Applicable Entity
(including withholding the delivery of vested shares of Stock otherwise
deliverable under this Agreement).

Retention Rights

This Agreement and the grant evidenced hereby do not give you the right to
be retained by the any Applicable Entity in any capacity. Unless otherwise
specified in an employment or other written agreement between the
Applicable Entity and you, the Applicable Entity reserves the right to
terminate your Service at any time and for any reason.

Stockholder Rights

The Participant shall have all of the rights as a shareholder of the
Company with respect to the unvested and vested shares of Common Stock
covered by the Stock Award, including the right to vote the shares and to
receive, free of all restrictions, all dividends on the shares. No
adjustments are made for dividends or other rights if the applicable
record date occurs before an appropriate book entry is made (or your
certificate is issued), except as described in the Plan.
Your grant shall be subject to the terms of any applicable agreement of
merger, liquidation or reorganization in the event the Company is subject
to such corporate activity.

Legends

If and to the extent that the Stock is represented by certificates rather
than book entry, all certificates representing the Stock issued under this
grant shall, where applicable, have endorsed thereon the following
legends:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO
PURCHASE SUCH SHARES 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."

To the extent the Stock is represented by a book entry, such book entry
will contain an appropriate legend or restriction similar to the
foregoing.

Clawback

This Award is subject to mandatory repayment by you to the Company to the
extent you are or in the future become subject to any Company "clawback"
or recoupment policy that requires the repayment by you to the Company of
compensation paid by the Company to you in the event that you fail to
comply with, or violate, the terms or requirements of such policy.

If the Company is required to prepare an accounting restatement due to the
material noncompliance of the Company, as a result of misconduct, with any
financial reporting requirement under the securities laws, and you are
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley
Act of 2002 and you knowingly engaged in the misconduct, were grossly
negligent in engaging in the misconduct, knowingly failed to prevent the
misconduct or were grossly negligent in failing to prevent the misconduct,
you shall reimburse the Company the amount of any payment in settlement of
this Award earned or accrued during the 12-month period following the
first public issuance or filing with the United States Securities and
Exchange Commission (whichever first occurred) of the financial document
that contained such material noncompliance.

[Notwithstanding any other provision of the Plan or any provision of this
Agreement, if the Company is required to prepare an accounting
restatement, then you shall forfeit any cash or Stock received in
connection with this Award (or an amount equal to the fair market value of
such Stock on the date of delivery if you no longer hold the shares of
Stock) if pursuant to the terms of this Agreement, the amount of the Award
earned or the vesting in the Award was explicitly based on the achievement
of pre-established performance goals set forth in this Agreement
(including earnings, gains, or other criteria) that are later determined,
as a result of the accounting restatement, not to have been achieved.]
[Include if any performance goals are included in award]

Applicable Law

This Agreement will be interpreted and enforced under the laws of the
State of Maryland, 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. Any prior agreements,
commitments or negotiations concerning this grant are superseded;
except that any written employment, consulting, confidentiality, non-
competition, non-solicitation and/or severance agreement between you
and any Applicable Entity shall supersede this Agreement with respect
to its subject matter.

Data Privacy

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

By accepting this grant, you give explicit consent to the Company to
process any such personal data.

Code Section 409A

It is intended that this Award comply with Section 409A of the Code
("Section 409A") or an exemption to Section 409A. To the extent that the
Company determines that you would be subject to the additional 20% tax
imposed on certain non-qualified deferred compensation plans pursuant to
Section 409A as a result of any provision of this Agreement, such
provision shall be deemed amended to the minimum extent necessary to avoid
application of such additional tax. The nature of any such amendment shall
be determined by the Company. For purposes of this Award, a termination of
Service only occurs upon an event that would be a Separation from Service
within the meaning of Section 409A.

By signing this Agreement, you agree to all of the terms and conditions
described above and in the Plan.