URSTADT BIDDLE PROPERTIES INC (Form: 8-K, Received: 03/31/2014 16:11:31)

Exhibit 99.1

URSTADT BIDDLE PROPERTIES INC.

AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN

(March 26, 2014)

1. Purposes

This Amended and Restated Restricted Stock Award Plan (the "Plan") amends and restates the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan dated December 9, 1999 (the "First Amended Plan") which amended the Urstadt Biddle Properties Inc. Restricted Stock Award Plan dated March 12, 1997 (the "Original Plan"). The purposes of the Plan are to promote the long-term growth of Urstadt Biddle Properties Inc. (the "Company") by attracting, retaining and motivating employees and non-employee directors, and to further the identity of Participants' interest with those of the shareholders of the Company through stock ownership opportunities.

2. Definitions

The following terms shall have the following meanings:

·	" Award " means an award of Restricted Stock granted under the provisions of the Plan.

·	"Board" means the Board of Directors of Urstadt Biddle Properties Inc.

·	" Class A Common Stock" means the Class A Common Stock, par value $.01 per share, of the Company.

·	"Committee" means the Compensation Committee of the Board of Directors appointed to administer the Plan.

·	" Common Stock" means the Common Stock, par value $.01 per share, of the Company.

·	"Company" means Urstadt Biddle Properties Inc.

·	"Disability" means total and permanent disability.

·	"Participant" means an employee or non-employee Director of the Company who is selected by the Committee to participate in the Plan.

·	"Restricted Period" means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.

·	"Restrictions" mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.

·	"Restricted Stock" means an award of Shares on which is imposed a Restriction Period.

·	"Restricted Stock Award Date" means the date on which the Committee awarded Restricted Stock to a Participant.

"Retirement" means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to non-employee Director Participants, expiration of the term of service on the Board by reason of the Participant's failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.

·	"Share" means a share of Common Stock or Class A Common Stock, as determined by the Committee.

3. Effective Date of the Plan

The effective date of the Original Plan was March 12, 1997, and the effective date of the First Amended Plan was December 9, 1999; provided, however, that the provisions of Section 5 of the First Amended Plan which increased the number of Shares that may be issued or transferred under the Plan from the number of Shares that may be issued or transferred under the Original Plan became effective on March 15, 2000. The Plan was further amended to increase the number of shares issuable under the Plan on March 13, 2002, March 10, 2004, March 9, 2006, March 8, 2008, March 9, 2010, March 10, 2011 and March 21, 2013.

4. Administration of the Plan

The Plan shall be administered by the Compensation Committee of the Board, comprised of persons who are "Non-Employee Directors" as defined in Rule 16b-3 of the Securities and Exchange Commission. If no such Committee shall be in office, the Plan shall be administered by the Board.

The Committee shall have complete and discretionary authority to (a) select Participants, (b) determine the Award to be granted to a selected Participant, (c) determine the time or times when Awards will be granted, (d) determine the time or times and the conditions subject to which Awards may become vested or Restrictions will lapse, (e) interpret and construe the Plan and the rights of a Participant to an Award and make determinations, subject to the provisions of the Plan, in the best interests of the Company and its shareholders.

The Committee may delegate nondiscretionary administrative duties under the Plan to one or more agents (e.g., attorneys, consultants, etc.) or officers as it deems necessary and advisable at the expense of the Company.

Any power that may be exercised by the Committee may also be exercised by the Board. No member of the Committee or the Board shall be personally liable for any action taken or determination made in good faith with respect to the Plan or its administration. All decisions made by the Committee as administrators of the Plan shall be conclusive and binding upon all persons and the Company.

5. Shares subject to the Plan

The maximum number of shares of Restricted Stock that may be issued or transferred under the Plan is 3,750,000, of which 350,000 shares shall be Common Stock, 350,000 shares shall be Class A Common Stock and 3,050,000 shares, at the discretion of the Committee, shall be any combination of Common Stock or Class A Common Stock. Any shares of Restricted Stock which have been awarded, but are later forfeited to the Company, will again be available for Awards under the Plan.

The Restricted Stock that may be issued or transferred under the Plan may be authorized but unissued Shares or Shares acquired by the Company and held in its Treasury as determined by the Committee.

6. Grant of Restricted Stock Awards

The Committee shall from time to time, in its discretion, (i) select Participants from employees and non-employee Directors of the Company, including members of the Committee, (ii) determine the number and class of Shares to be granted by each Award, and (iii) establish the applicable terms of each such Award. An Award granted to a non-employee Director of the Company shall be held by such non-employee Director for a period of at least six (6) months following the date of grant.

7. Award Agreement

Each Restricted Stock Award shall be evidenced by a written agreement, executed by the Participant and the Company, which shall contain the terms and conditions established by the Committee.

8. Terms of Restricted Stock Awards

Subject to the provisions of the Plan, the Committee shall determine:

·	The terms and conditions of the Award Agreement, including whether an Award shall consist of Common Stock, Class A Common Stock, or both;

·	The Restricted Period of the Award; and

·	The Restrictions applicable to an Award, including, but not limited to, employment status and director tenure rules governing forfeitures and limitations on the sale, assignment, pledge or other encumbrances during the Restricted Period.

The Committee may, in its discretion, determine that the issuance of stock certificates representing the Restricted Stock Awards be held in custody by the Company until the Restrictions lapse.

The Participant may, in the discretion of the Committee, receive any dividends, taxable at that time as ordinary income, and other distributions paid with respect to any Award(s), as declared and paid to shareholders during the Restricted Periods.

Upon the lapse of Restrictions, the value of the Restricted Stock will be taxable as ordinary income. At the Committee's discretion, an arrangement may be made by the Company to assist the Participant in meeting the withholding taxes required by federal, state and local authorities.

9. Termination of Employment during Restricted Period Absent a Change in Control

In the event that during the term of the Restricted Period a Participant's status as an employee or non-employee Director of the Company terminates:

·	for any reason other than death, Disability or Retirement, such Participant shall forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed; or,

·	by reason of death or Disability, the Restrictions on any and all Awards shall lapse on the date of such termination; or,

by reason of Retirement, all Awards shall continue to vest as if Retirement had not occurred until such time as the Restrictions lapse; provided, however, that if any such retired Participant, prior to the completion of any or all Restricted Periods, accepts employment or provides services 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-PA, Metropolitan Statistical Area as defined by the Bureau of Labor Statistics, the Participant will forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed.

10. Change in Control

The Committee shall have the authority to accelerate the time at which the Restrictions will lapse or to remove any such restriction upon the occurrence of a "Change in Control" as defined by any one of the following events:

(a) any Person who becomes the owner of 10% or more of the Company's total combined voting power of the total amount of outstanding Shares and, thereafter, individuals who were not Directors of the Company prior to the date such Person became such a 10% owner are elected as Directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the Directors; or

(b) there occurs a Change in Control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in any other filing by the Company with the Securities and Exchange Commission (the "Commission"); or

(c) there occurs any solicitation of proxies by or on behalf of any Person other than the Directors of the Company and thereafter individuals who were not Directors prior to the commencement of such solicitation are elected as Directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the Directors; or

(d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that:

(i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity; and

(ii) individuals who are Directors of the Company when such agreement is executed shall not constitute a majority of the Directors or board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of this paragraph (d), that if such agreement requires as a condition precedent approval by the Company's shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured.

11. Compliance with Securities and Exchange Commission Requirements

No certificate for Shares distributed under the terms of the Plan shall be executed and delivered to the Participant until the Company shall have taken any action then required to comply with the provisions of the Securities Act of 1933, as amended, the Exchange Act, or any other applicable laws and requirements.

12. Amendment and Termination

The Committee and/or Board may, at any time or from time to time, modify or amend the Plan in any respect, except that without shareholder approval (subject to Section 13 hereof), the Committee and/or Board may not increase the maximum number of shares of Restricted Stock that may be awarded under this Plan. Any modification, amendment or termination of the Plan shall not, without the consent of a Participant, affect his or her rights under an Award previously granted to a Participant.

13. Adjustments.

If the Company subdivides its outstanding Shares into a greater number of Shares (by stock dividend, stock split, reclassification, or otherwise) or combines its outstanding Shares into a smaller number of Shares (by reverse stock split, reclassification, or otherwise), or if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, merger, business combination, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares, or other similar corporate event, affects the Shares such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, make such adjustments to any or all of (i) the number and class of Shares which thereafter may be awarded under the Plan, and (ii) the number and class of Shares subject to outstanding Awards, provided, however , that the number of Shares subject to any Award shall always be a whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Participant in connection with any adjustment made pursuant to this Section 13.

Exhibit 99.2

CHANGE IN CONTROL AGREEMENT

This Agreement is dated as of March 27, 2014 between Urstadt Biddle Properties Inc. ("Company") and Stephan A. Rapaglia ("Employee").

The Employee is currently employed by the Company and the Employee's services are valued by the Company.

The Company recognizes that the possibility of a Change in Control (as defined in Appendix A hereto) of the Company may result in the departure or distraction of the Employee, to the detriment of the Company and its shareholders.

The Company wishes to assure the Employee of fair severance should his employment terminate in certain specified circumstances following a Change in Control.

In consideration of the Employee's continued employment by the Company, and for other good and valuable consideration, the parties hereto hereby agree as follows:

1.	Termination Benefits . If the employment of the Employee is terminated by the Employee for Good Reason or by the Company for any reason other than for Cause, within 18 months following a Change in Control,
(a)		the Company shall pay Employee an amount equal to 12 months of Employee's rate of base salary (exclusive of any bonus or other benefit) in effect at the date of the Change in Control. Such amount shall be payable in cash in a lump sum within 45 days after such termination; and
(b)		the Company shall continue in force and effect for 12 months after termination (the "Continuation of Benefits Period") and at the same level and for the benefit of the Employee's family, where applicable, all life insurance, disability, medical and other benefit programs or arrangements in which the Employee is participating or to which the Employee is entitled at the date of the Change in Control, provided that the Employee's continued participation is possible under such programs and arrangements. In the event that such continued participation is not possible, the Company shall arrange to provide the Employee with benefits similar to those which Employee would be entitled to receive under such programs and arrangements or, if the Company determines that it is impracticable to provide such similar benefits for tax or other reasons, the Company shall provide the Employee with a lump sum cash payment within 45 days of such termination in an amount equal to the cost to the Employee to purchase such benefits on his own, as determined by the Company. Without limiting the foregoing, the benefits continuation shall include a lump sum cash payment to the Employee within 45 days of such termination in lieu of Company contributions on behalf of the Employee under the Urstadt Biddle Properties Inc. Profit Sharing and Savings Plan. The amount of such payment shall be the product of (i) the number of months in the Continuation of Benefits Period and (ii) 1/12 of 5% (or such other percentage reflected in the Company's most recent annual contribution determined prior to the Change in Control) times the Employee's annual salary rate in effect immediately prior to the termination date or, if greater, the Employee's annual salary rate in effect immediately prior to the Change in Control.

Payments under this Section 1 shall be reduced to the extent, but only to the extent, necessary to provide that no "payment in the nature of compensation" to (or for the benefit of) the Employee which is "contingent" on the Change in Control would fail to be deductible for federal income tax purposes by reason of section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). As used in this Section, the words "payment in the nature of compensation" and "contingent" shall be construed and applied in a manner consistent with the meaning of those words under section 280G of the Code and regulations thereunder. The determination as to whether and to what extent a reduction in payments under this Section 1 is necessary to avoid the non-deductibility of any payment under section 280G of the Code shall be made at the Company's expense by PKF O'Connor Davies, a division of O'Connor Davies, LLP, certified public accountants ("PKF"), or by such other certified public accounting firm as the Compensation Committee of the directors may designate prior to a Change in Control. In the event of any underpayment or overpayment under this Section 1, as determined by PKF (or such other firm as may have been designated in accordance with the preceding sentence), the amount of such underpayment or overpayment shall forthwith be paid to the Employee or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in section 7872(f)(2) of the Code.

2.	Definitions . The definitions in Appendix A are hereby incorporated in this Agreement.
3.	No Duty to Mitigate Damages . The Employee's benefits under this Agreement shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.
4.	Withholding . Anything herein to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. Provisions with respect to the potential applicability of Section 409A are set forth in Appendix B hereto.
5.	Legal Fees and Expenses; Interest . The Company shall pay all reasonable legal fees and expenses incurred by the Employee in successfully obtaining any right or benefit to which the Employee is entitled under this Agreement. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at The Bank of New York Mellon, until paid in full.
6.	Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York City in accordance with the rules of the American Arbitration Association then in effect. The parties shall attempt to select a mutually agreeable arbitrator who shall promptly convene a hearing to resolve submitted disputes. If the parties are unable to agree upon such an arbitrator within 20 days from initial contact, the American Arbitration Association shall be requested by either party to submit a list of at least seven arbitrators from which the parties shall attempt to select one by agreement. In the event they do not so agree, they shall alternately strike names from this list beginning with the Employee, until a single name remains. The remaining person shall be appointed to hear and decide the parties' disputes, drawing his authority and the bases for decision from this Agreement. The arbitrator will resolve all submitted matters in a written decision with expedition. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
7.	Notices . All notices shall be in writing and shall be deemed given five days after mailing in the continental United States by certified mail, or upon personal receipt after delivery, facsimile or telegram, to the party entitled thereto at the address stated below or to such changed address as the addressee may have given by a similar notice:

To the Company:

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, CT 06830

To the Employee:

At his home address,

as last shown on the

records of the Company

8.	Severability . In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be enforceable in any other jurisdiction in which valid and enforceable and in any event the remaining provisions hereof shall remain in full force and effect to the fullest extent permitted by law.
9.	Binding Agreement . This Agreement shall be binding upon and inure to the benefit of the parties and be enforceable by the Employee's personal or legal representatives or successors. If the Employee dies while any amounts would still be payable to him hereunder, such amounts shall be paid to the Employee's estate. This Agreement shall not otherwise be assignable by the Employee.
10.	Successors . This Agreement shall inure to and be binding upon the Company's successors. The Company will require any successor to all or substantially all of the businesses and/or assets of the Company by sale, merger (where the Company is not the surviving entity), lease or otherwise, to assume expressly this Agreement. If the Company shall not obtain such agreement prior to the effectiveness of any such succession, the Employee shall have all rights resulting from termination of the Employee's employment under this Agreement. This Agreement shall not otherwise be assignable by the Company.
11.	Amendment or Modification; Waiver . This Agreement may not be amended unless agreed to in writing by the Employee and the Company. No waiver by either party of any breach of this Agreement shall be deemed a waiver of a subsequent breach.
12.	Continued Employment . This Agreement shall not confer upon the Employee any right of continued or future employment by the Company or any right to compensation or benefits from the Company except the right specifically stated herein to certain severance benefits, and shall not limit the right of the Company to terminate the Employee's employment at any time, except as may be otherwise provided in a written employment agreement between the Company and the Employee.
13.	Governing Law . The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York notwithstanding that the Company's principal offices and the Employee's legal residence are in the State of Connecticut.
14.	Liability of Shareholders . This Agreement is executed by or on behalf of the directors of the Company solely in their capacity as such directors, and shall not constitute their personal obligation either jointly or severally in their individual capacities. The shareholders, directors, officers or agents of the Company shall not be personally liable for any obligations of the Company under this Agreement and all parties hereto shall look solely to the property of the Company for the payment of any claim hereunder.
15.	Entire Agreement . This Agreement, including the attached Appendices, represents the entire agreement between the parties concerning the subject matter of payment of severance upon the Employee's termination of employment following a Change in Control of the Company and supersedes and incorporates any and all prior agreements, both written or oral.

IN WITNESS WHEREOF the parties have duly executed the Agreement as of the above date.

EMPLOYEE:

/s/ Stephan A. Rapaglia

Stephan A. Rapaglia

COMPANY:

Urstadt Biddle Properties Inc.

By: /s/ Willing L. Biddle

Willing L. Biddle

President

APPENDIX A TO CHANGE IN CONTROL AGREEMENT

"Change in Control" shall mean the occurrence of any one of the following events:

(a)	any Person other than an "Exempted Person" becomes the owner of Common Shares which represent more than 20% of the combined voting power of the Common Shares outstanding and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors; or
(b)	there occurs a change in control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934 ("Exchange Act"), or in any other filing by the Company with the Securities and Exchange Commission (the "Commission"); or
(c)	there occurs any solicitation of proxies by or on behalf of any Person other than the directors of the Company and thereafter individuals who were not directors prior to the commencement of such solicitation are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors.
(d)	the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of this paragraph (d) that if such agreement requires as a condition precedent approval by the Company's shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured.

"Common Shares" shall mean all shares of the then outstanding Common stock and Class A Common stock of the Company plus, for purposes of determining the ownership of any Person, the number of unissued Common Shares which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

"Exempted Person" shall mean: (i) Charles J. Urstadt; (ii) any Urstadt Family Member (as hereinafter defined); (iii) any executor, administrator, trustee or personal representative who succeeds to the estate of Charles J. Urstadt or an Urstadt Family Member as a result of the death of such individual, acting in their capacity as an executor, administrator, trustee or personal representative with respect to any such estate; (iv) a trustee, guardian or custodian holding property for the primary benefit of Charles J. Urstadt or an Urstadt Family Member; (v) any corporation, partnership, limited liability company or other business organization that is directly or indirectly controlled by one or more persons or entities described in clauses (i) through (iv) hereof and is not controlled by any other person or entity; and (vi) any charitable foundation, trust or other not-for-profit organization for which one or more persons or entities described in clauses (i) through (v) hereof controls the investment and voting decisions in respect of any interest in the Company held by such organization. For sake of clarity with respect to clause (v) above, "control" includes the power to control the investment and voting decisions of any such corporation, partnership, limited liability

company or other business organization.

For purposes of this definition, the term "Urstadt Family Member" shall mean and include the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt. For this purpose, an individual's "spouse" includes the widow or widower of such individual, and an individual's "descendants" includes biological descendants and persons deriving their status as descendants by adoption.

"Person" shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on October 31, 2008. A Person shall be deemed to be the "owner" of any Common Shares:

(a)	of which such Person would be the "beneficial owner", as such term is defined in Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on October 31, 2013; or
(b)	of which such Person would be the "beneficial owner", as such term is defined under Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on October 31, 2013; or
(c)	which such Person or any of its Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on October 31, 2013), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

Termination for "Cause" shall mean termination of the Employee's employment by the Company because of dishonesty, conviction of a felony, gross neglect of duties (other than as a result of disability or death), or conflict of interest (other than any conflict of interest which has been fully disclosed to the directors and has been determined by them not to be material), which, in the case of gross neglect or conflict, shall continue for 30 days after the Company gives written notice to the Employee requesting the cessation of such gross neglect or conflict, as the case may be.

Termination for "Good Reason" shall have the following meanings:

Termination for "Good Reason" shall mean the voluntary termination by the Employee of his employment within 180 days following the occurrence of any of the events listed below by written notice (setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) given within ninety (90) days after the occurrence, without the Employee's express consent, of any one of such events unless they are fully corrected within 30 days after receipt of notice thereof:

(a)

a change in the Employee's authority, duties or responsibilities which represent a material diminution in his authority, duties or responsibilities immediately prior to a Change in Control; or a change in the authority, duties or responsibilities of the person to whom the Employee reports (including, if applicable, requiring the Employee to report to an officer or employee instead of the board of directors) which represents a material diminution of such person's authority, duties or responsibilities immediately prior to a Change in Control;

(b)	a material reduction in the Employee's base salary for any fiscal year below the level of Employee's base salary in the completed fiscal year immediately preceding the Change in Control;
(c)	any relocation of the Employee outside a 50 mile radius of the Employee's work site on the date hereof; or
(d)	any other material breach by the Company of any provision of this Agreement.

APPENDIX B TO CHANGE IN CONTROL AGREEMENT: SECTION 409A

Anything in this Change in Control Agreement to the contrary notwithstanding:

(A) The parties intend that all payments and benefits under this Agreement shall be exempt from, or comply with, Section 409A of the Code and the regulations promulgated thereunder (collectively "Section 409A") and, accordingly, to the maximum extent permitted by law, this Agreement shall be interpreted in a manner that achieves such intention. Although the Company intends to administer this Agreement so that it will be exempt from, or comply with, the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from, or otherwise comply with, Code Section 409A or any other provision of applicable law.

(B) No amount of nonqualified deferred compensation under Section 409A shall be payable to Employee upon a termination of his employment unless such termination constitutes a "separation from service" with the Company under Section 409A. To the maximum extent permitted by applicable law, amounts payable to Employee shall be made in reliance upon the exception for certain involuntary terminations under a separation pay plan or as a short-term deferral under Section 409A. For purposes of Section 409A, Employee's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(C) If any payment, compensation or other benefit provided to the Employee in connection with his employment termination (other than termination on account of Employee's death) is determined, in whole or in part, to constitute "nonqualified deferred compensation" within the meaning of Section 409A and the Employee is a "specified employee" as defined in Section 409A(2)(B)(i) thereof, no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination (the "New Payment Date"). The aggregate of any payments that otherwise would have been paid to the Employee during the period between the date of termination and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

(D) To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

MARYLAND	04-2458042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

321 Railroad Avenue, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

1.	Election of Directors

	Election of three Directors (Class II) to serve for three years:

	Director	For	Withheld	Broker Non-votes
	Kevin J. Bannon	7,961,638	353,266	1,000,761
	Richard Grellier	7,966,395	348,510	1,000,761
	Charles D. Urstadt	7,937,356	377,548	1,000,761

2.	Ratification of the appointment of PKF O'Connor Davies, A Division of O'Connor Davies, LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2014.

	For	Against	Abstain	Broker Non-votes
	9,292,891	18,643	4,131	0

3.	Approval, on an advisory basis, of the compensation of the Company's named executive officers.

	For	Against	Abstain	Broker Non-votes
	8,147,217	108,218	59,470	1,000,761


4.	Amendment to the Company's Restricted Stock Award Plan.

	For	Against	Abstain	Broker Non-votes
	7,770,512	483,138	61,255	1,000,761

Date: March 31, 2014	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)


	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President & Chief Financial Officer